Common use of Conditions Precedent to Obligations of the Purchaser Clause in Contracts

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law): (a) the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇▇▇▇ shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates).

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser Purchaser, in its sole discretion, in whole or in part to the extent permitted by Applicable applicable Law): (a) (i) the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV Section 3.1, Section 3.2, Section 3.4, and Article V herein Section 3.5 (the foregoing representations and warranties, collectively, the “Company Fundamental Warranties”) and the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.4 (the foregoing representations and warranties, collectively, the “Warrantor Fundamental Warranties”) shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing Date Closing, except to the extent such representations and warranties expressly speak as of another date (in which case such representations and warranties shall be true and correct in all respects as of such other date as though made on at and as of such other date), and (ii) the representations and warranties with respect to the Group Companies and/or the Warrantors set forth in Article III and Article IV (other than the representations and warranties enumerated in Section 7.2(a)(i)) (A) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Closing Date (except for representations Closing, as though made at and warranties made as of a specified datethe Closing, which need and (B) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall be true and correct only in all respects, in each case, as of the specified datedate of this Agreement and as of the Closing, as though made at and as of the Closing, in each case of (A) and (B), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively that relate to another date (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the which case of such representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes true and correct in all respects as of this Section 10.2(asuch other date as though made as of such other date); (b) GM the Company and ▇▇▇▇▇▇ the Warrantors shall have performed and complied with, in all material respects all respects, each of their respective the obligations hereunder and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ since the Balance Sheet Date there shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) not have been satisfiedor occurred any change, circumstance, condition, event or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (d) certificates representing each of the Shares Transaction Documents (excluding the NetEase Agreements, the Non-compete Undertakings and the Waiver Letters) shall have been, or shall at been duly executed by all of the Closing be, validly parties thereto (other than the Purchaser and its Affiliates) and delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM each of the Warrantors or their respective Affiliates to whom any Indebtedness is owed by any Group Company as of the date hereof shall have provided entered into a letter agreement with each relevant Group Company in form and substance satisfactory to the Purchaser with an affidavit Purchaser, which shall specify the details of non-foreign status that complies with Section 1445 such Indebtedness including the outstanding principal, interest amount and payment schedule and copies of each such letter agreement shall have been delivered to the Code (a "FIRPTA Affidavit")Purchaser; (f) there the Company shall not have occurred after delivered to the date hereof Purchaser a legal opinion from each of the Cayman Islands, Hong Kong and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored PRC counsel for the purposes Company, dated as of this Section 10.2(f)the Closing Date, in form and substance satisfactory to the Purchaser; and (g) To the extent that the Ruling (i) includes statements Purchaser shall have received a certificate signed by a director or representations relating to facts that are or will be under the control executive officer of the Purchaser or any Seller and an executive officer of its affiliates or the Company, dated the Closing Date, certifying that each of the conditions set forth in Section 7.2(a) through (iig) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has have been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)satisfied.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser Purchaser, in its sole discretion, in whole or in part to the extent permitted by Applicable Lawpart): (a) each of the parties to the Transaction Documents, other than the Purchaser, shall have executed and delivered to the Purchaser the Transaction Documents; (b) there shall have been no change, event, effect or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect in the Business, results of operations or condition (financial or otherwise) of the Group Companies, taken as a whole; (c) (i) the representations and warranties of GM in the Company Fundamental Warranties and ▇▇▇▇▇▇ set forth in Article IV and Article V herein the Seller Fundamental Warranties shall be true and correct as of the date of this Agreement and at in all respects when made and as of the Closing Date with the same force and effect as though if made on as of the Closing, except to the extent such representations and warranties relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date), and (ii) the representations and warranties set forth in Article III and Article IV (other than the Company Fundamental Warranties and the Seller Fundamental Warranties) (A) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, and (B) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and as of the Closing Date with the same force and effect as if made as of the Closing, in each case of (except for A) and (B), other than such representations and warranties made as of a specified date, that relate to another date (in which need case such representations and warranties shall be true and correct only in all respects as of such other date with the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches same force and effect as if made as of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(aother date); (bd) GM and ▇▇▇▇▇▇ the Parties other than the Purchaser shall have performed and complied with, in all material respects all respects, each of their respective the obligations hereunder and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (ce) GM and ▇▇▇▇▇▇ there shall have furnished been no Legal Proceeding pending against the Seller or any Group Company, which may prohibit or restrict the transaction contemplated under this Agreement or have any Material Adverse Effect on the Business or any Group Company; (f) no Group Company shall have been an obligor under any Indebtedness other than any indebtedness incurred or arising in the ordinary course of Business; (g) each of the Outgoing Directors shall have delivered to the board of the directors of the BVI Holdco, the HK Holdco or the Company, as applicable, the signed but undated Resignation and Release Letter; and (h) the Purchaser with shall have received a certificate jointly signed by the Parties other than the Purchaser, dated the Closing Date signed on its behalf by its ChairmanDate, President or any Vice President to the effect certifying that the conditions set forth in Sections 10.2(aSection 7.2(a), Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e), Section 7.2(f) and (bSection 7.2(g) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates).

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Lawpart): (a) all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V the Seller contained herein not qualified as to materiality shall be true and correct as of the date of this Agreement and in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made on again at and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)time; (b) GM and ▇▇▇▇▇▇ the Seller shall have performed and complied in all material respects with all of their respective obligations hereunder and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ the Purchaser shall have been furnished the Purchaser with a certificate certificates (dated the Closing Date signed on its behalf by its Chairman, President or any Vice President and in form and substance reasonably satisfactory to the effect that Purchaser) executed by the Seller certifying as to the fulfillment of the conditions set forth specified in Sections 10.2(a7.2(a) and (b) have been satisfied7.2(b); (d) certificates representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all EncumbrancesLiens; (e) GM since the Balance Sheet Date there shall have been no event, occurrence, development or state of circumstances that individually, or in the aggregate, and when aggregated with all positive developments, has had or would reasonably be expected to have a Material Adverse Effect; (f) the Seller shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (fg) there the Purchaser shall not have occurred after received the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and written resignation of each director of the effects thereof shall be ignored for the purposes of this Section 10.2(f); andCompany; (gh) To the extent that Purchaser shall have received a certificate from each landlord of the Ruling Leased Properties, dated during the month in which the Closing occurs, certifying (i) includes statements that the applicable Real Property Lease is in good standing and full force and effect in accordance with its terms and has not been modified (except for modifications set forth therein), amended or representations relating assigned, (ii) the date(s) to facts which rent and other charges thereunder have been paid, (iii) that are or will to the knowledge of the landlord there is no default thereunder by either party thereto, and (iv) that all work required to be done under the control applicable Real Property Lease on the part of the Purchaser Company or any of its affiliates Subsidiaries has been completed to the satisfaction of the landlord; (i) all assignments, consents, approvals and authorizations of landlords that are listed on Schedule 7.2(i) hereto (the "Seller Necessary Consents") shall have been obtained or effected, and shall not impose any unreasonable obligations, liabilities or restrictions on the Purchaser that are in addition to those already imposed by the terms of the instruments underlying such Seller Necessary Consents; (j) the Seller shall have (i) satisfied in full all obligations under any indebtedness of the Company and its Subsidiaries (including any interest, prepayment premiums or penalties and other fees and charges) or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, provided the Purchaser or any of with correct and complete payoff letters with respect to such indebtedness and directed its affiliates (orfinancing sources to pay the amounts set forth in such payoff letters to the parties referred to therein, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is and all documents related thereto shall be reasonably satisfactory to the Purchaser, . The Purchaser shall have received duly executed releases (including UCC-3 termination statements) of all encumbrances (other than Permitted Exceptions) on the assets of the Company and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified its Subsidiaries in any manner that is or would form and substance reasonably be expected to be adverse satisfactory to the Purchaser or any and its counsel; and (k) the Purchaser shall have received copies, certified to the Purchaser's satisfaction, of its affiliates (ori) the resolutions of the board of directors of the Seller referred to in Section 4.2(b) and the written consent of the Seller's stockholders establishing the corporate power and authority of the Seller to consummate the transactions contemplated by this Agreement, for periods after and (ii) the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)information statement referred to in Section 6.3.

Conditions Precedent to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on or prior to the Closing Date, of each satisfaction of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):precedent: (a) the The representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V the Selling Unitholder contained herein shall be true and correct as of the date of this Agreement hereof and at the Settlement Date, and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that Selling Unitholder shall have complied with all of the breaches of such representations its covenants and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇▇▇▇ shall have performed in all material respects all of their respective obligations hereunder agreements contained herein to be performed by them it on or prior to the Closing Settlement Date;. (b) The Purchaser shall have received the Trust Units, registered in the name of the Purchaser or its nominee (or with an effective stock or note power in the name of the Purchaser or its nominee), without any legends or endorsements thereon other than the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION THEREFROM WHICH, IN THE OPINION OF COUNSEL FOR PURCHASER, IS AVAILABLE.” (c) GM and ▇▇▇▇▇▇ shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 The transfer of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse Trust Units to the Purchaser or shall have been registered on the books of the Trust and/or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)applicable transfer agent.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Lawapplicable law): (a) the all representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V the Seller contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of this Agreement the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made on again at and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)time; (bc) GM and ▇▇▇▇▇▇ the Seller shall have performed and complied in all material respects with all of their respective obligations hereunder and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (cd) GM and ▇▇▇▇▇▇ the Purchaser shall have been furnished the Purchaser with a certificate certificates (dated the Closing Date signed on its behalf by its Chairman, President or any Vice President and in form and substance reasonably satisfactory to the effect that Purchaser) executed by the Seller certifying as to the fulfillment of the conditions set forth specified in Sections 10.2(a7.1(a), 7.1(b) and (b7.1(c) have been satisfiedhereof; (de) certificates the Purchaser shall have been furnished with a certificate of the Seller (in form and substance reasonably satisfactory to the Purchaser) executed by the Seller that the First Amendment has become effective (five days prior to the Closing Date) or that the Companies waived this condition and that the Rite Aid Corporation rent reductions have gone into effect as an amendment); (f) Certificates representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all EncumbrancesLiens; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates).

Conditions Precedent to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate effect the transactions contemplated by this Agreement is shall be subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each Date of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):additional conditions: (a) the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 Seller and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇▇▇▇ Selling Subsidiaries shall have performed in all material respects all of their respective obligations hereunder and covenants under this Agreement required to be performed by them on the Seller and the Selling Subsidiaries at or prior to the Closing Date; (cb) GM each of the representations and ▇▇▇▇▇▇ warranties of the Seller and the Selling Subsidiaries contained in this Agreement shall have furnished the Purchaser with a certificate dated be true and correct as of the Closing Date signed on its behalf by its Chairmanas if made at and as of such date other than representations and warranties made as of a specific date Table of Contents which shall be true and correct, President as of such date, except in either case where the inaccuracy would not have a Material Adverse Effect other than where the pertinent representation or any Vice President warranty is qualified as to the effect that the conditions materiality; (c) there shall have been no Material Adverse Change either from March 31, 2002 (or such other date as shall be set forth in Sections 10.2(athe definition of “Material Adverse Change” or as otherwise agreed to by the parties) and (b) have been satisfiedto the date of this Agreement or from the date of this Agreement to the Closing Date, except as otherwise disclosed by the Seller Entities in accordance with this Agreement; (d) certificates representing the Shares Seller Parties shall have been, or shall at the Closing be, validly executed and delivered and transferred to the Purchaser, free in form and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is substance reasonably satisfactory to the Purchaser, the DVI Releases; (e) the Seller and the IRS has Other Subsidiaries shall have executed and delivered to the Purchaser, in form and substance reasonably satisfactory to the Purchaser, the Acquired Subsidiary Releases; (f) Seller shall have obtained and delivered to the Purchaser, in form and substance reasonably satisfactory to the Purchaser, the consents of third parties (including without limitation, the consents of lessors required in connection with the assignment of the Real Property Leases to Purchaser) if the Bankruptcy Court does not notified GM otherwise approve the assignment of one or any party to this Agreement that more of the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse Assumed Contracts to the Purchaser and enter findings of fact and conclusions of law provided in Section 6.1(f) above, including, that no consent to or approval of the assignment of the Assumed Contracts is required under Sections 105, 363 and 365 of the Bankruptcy Code, unless the failure to obtain such consents would not have a Material Adverse Effect; (g) both the Bid Procedures Order and the Sale Approval Order shall have been entered on the docket in the Bankruptcy Cases and shall contain findings of fact and conclusions of law acceptable to Purchaser; (h) none of the Contracts in effect on December 31, 2001 shall have been terminated or cancelled except for such agreements that have expired in accordance with their pre-existing terms and where such termination or cancellation would not have a Material Adverse Effect; (i) none of the Contracts to which any of the Acquired Subsidiaries that operates an imaging center at one of the IDE Group locations is a party shall have been terminated on or before the Closing Date, and as of the Closing, the Seller Entities shall have no Knowledge of any threatened termination of any such Contract or any act or omission that would be reasonably likely to result in any such termination; (j) Purchaser shall have received all approvals and authorizations reasonably necessary to the operation of its affiliates (orthe Acquired Assets, for periods after and the Split-Off Effective TimeAcquired Subsidiaries and Acquired Centers, ▇▇▇▇▇▇ or its affiliates).other than those the absence of which would not have a Material Adverse Effect;

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement Amendment is subject to the fulfillment, on or prior to the Closing Date, satisfaction of each of the following conditions; provided that these conditions (any or all of which are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in whole or in part to its sole discretion by providing the extent permitted by Applicable Law):Seller with prior written notice thereof: (a) No order of any court, arbitrator or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Amendment. (b) The representations and warranties of GM the Seller contained in Section 7 shall be true and correct in all material respects as of the date when made and as of the Closing Date. (c) The Purchaser shall have received from The Nasdaq Stock Market LLC (“Nasdaq”) written confirmation that Nasdaq has completed its review of the Listing of Additional Shares Notification Form submitted by the Purchaser to Nasdaq in connection with the proposed issuance of (collectively, the “Confirmation”): (i) the Conversion Shares and the Additional Repayment Shares pursuant to this Amendment, and (ii) shares of Purchaser Common Stock to be issued by the Purchaser pursuant to a Third Amendment to Conditional Share Purchase Agreement and Conversion Agreement to be entered into between the Purchaser and each of FastPartner AB and Xenella Holding AB (the “Other Sellers”) on the date hereof (collectively, the “Other Amendments”). (d) The Closing (as defined in each Other Amendment) shall occur substantially contemporaneously with the Closing. (e) The Company and each of Fast Partner AB and ▇▇. ▇▇▇▇▇▇▇▇ set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by -Amoudi (the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b“Noteholders”) GM and ▇▇▇▇▇▇ shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to entered into those certain Note Agreements (the Closing Date; (c) GM and ▇▇▇▇▇▇ shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates“Note Agreements”).

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):conditions: (a) (i) the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V herein Fundamental Representations shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made (except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true, correct and complete in all material respects on and as of the Closing Date such earlier date)); and (except for ii) all other representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes true and correct in all respects (without giving effect to any limitations as to “materiality” or “Material Adverse Effect” set forth therein) as of the Closing (except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true, correct and complete on and as of such earlier date)), except where the failure of such representations and warranties covered under this Section 10.2(a)clause (ii) to be so true, complete and correct (giving effect to any applicable exceptions set forth in the disclosure schedules attached hereto, but without giving effect to any limitations as to “materiality” or “Material Adverse Effect” set forth therein) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) GM the Companies and ▇▇▇▇▇▇ the Seller shall have performed and complied in all material respects (except for the obligations set forth in Section 3.4(a) for which the Companies and the Seller shall have performed and complied in all of respects) their respective obligations hereunder and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ since the Reorganization Plan Confirmation Date, there shall not have furnished the Purchaser with occurred any event, change or circumstance that has had or which would reasonably be expected to result in a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfiedMaterial Adverse Effect; (d) certificates representing there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the Shares shall have been, or shall at consummation of the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances;transactions contemplated hereby; and (e) GM the Purchaser shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 received each of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Closing deliveries required by Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates3.4(a).

Conditions Precedent to Obligations of the Purchaser. The obligation obligations of the Purchaser to affect the Closing and consummate the transactions contemplated by this Agreement is are subject to the fulfillmentsatisfaction or waiver, in whole or in part (to the extent permitted by Law), on or prior to the Closing Date, Date of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):conditions: (a) each of the representations and warranties of GM Sellers and ▇▇▇▇▇▇ set forth in Article IV and Article V herein Company shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Seller Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Seller Material Adverse Effect), in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing Date Closing, with the same force and effect as though made on and as of the Closing Date (except for such date, unless such representations and warranties made as of a specified date, expressly relate to an earlier date (in which need case they shall be true and correct only as of the specified such earlier date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM each of the covenants, agreements and ▇▇▇▇▇▇ obligations required by this Agreement to be performed or complied with by Sellers or Company on or before the Closing Date pursuant to the terms hereof shall have been duly performed or complied with in all material respects all of respects. Without limiting the foregoing, Sellers shall not have breached in any material respect their respective obligations hereunder to be performed by them on set forth in Section 6.02 unless such breach has not been cured at or prior to the Closing Date; (c) GM all approvals, consents and waivers that are listed on Schedule 7.02(c) shall have been received, and executed counterparts thereof shall have been delivered to Purchaser and Sellers, respectively, at or prior to the Closing; (d) Purchaser shall have received the items listed in Section 7.04; (e) between the date hereof and the Closing Date, there shall have been no Company Material Adverse Effect or ATAX Material Adverse Effect; and (f) Purchaser or its Affiliates and each of C▇▇▇▇ ▇▇▇▇▇ and C▇▇▇ ▇▇▇▇▇▇ shall have furnished entered into employment agreements in substantially the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliatesform attached as Schedule 7.02(f).

Conditions Precedent to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate effect the transactions contemplated by this Agreement is shall be subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each Date of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):additional conditions: (a) the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 Seller and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇▇▇▇ Selling Subsidiaries shall have performed in all material respects all of their respective obligations hereunder and covenants under this Agreement required to be performed by them on the Seller and the Selling Subsidiaries at or prior to the Closing Date; (cb) GM each of the representations and ▇▇▇▇▇▇ warranties of the Seller and the Selling Subsidiaries contained in this Agreement shall have furnished the Purchaser with a certificate dated be true and correct as of the Closing Date signed on its behalf by its Chairmanas if made at and as of such date other than representations and warranties made as of a specific date which shall be true and correct, President as of such date, except in either case where the inaccuracy would not have a Material Adverse Effect other than where the pertinent representation or any Vice President warranty is qualified as to the effect that the conditions materiality; (c) there shall have been no Material Adverse Change either from March 31, 2002 (or such other date as shall be set forth in Sections 10.2(athe definition of "Material Adverse Change" or as otherwise agreed to by the parties) and (b) have been satisfiedto the date of this Agreement or from the date of this Agreement to the Closing Date, except as otherwise disclosed by the Seller Entities in accordance with this Agreement; (d) certificates representing the Shares Seller Parties shall have been, or shall at the Closing be, validly executed and delivered and transferred to the Purchaser, free in form and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is substance reasonably satisfactory to the Purchaser, the DVI Releases; (e) the Seller and the IRS has Other Subsidiaries shall have executed and delivered to the Purchaser, in form and substance reasonably satisfactory to the Purchaser, the Acquired Subsidiary Releases; (f) Seller shall have obtained and delivered to the Purchaser, in form and substance reasonably satisfactory to the Purchaser, the consents of third parties (including without limitation, the consents of lessors required in connection with the assignment of the Real Property Leases to Purchaser) if the Bankruptcy Court does not notified GM otherwise approve the assignment of one or more of the Assumed Contracts to the Purchaser and enter findings of fact and conclusions of law provided in Section 6.1(f) above, including, that no consent to or approval of the assignment of the Assumed Contracts is required under Sections 105, 363 and 365 of the Bankruptcy Code, unless the failure to obtain such consents would not have a Material Adverse Effect; (g) both the Bid Procedures Order and the Sale Approval Order shall have been entered on the docket in the Bankruptcy Cases and shall contain findings of fact and conclusions of law acceptable to Purchaser; (h) none of the Contracts in effect on December 31, 2001 shall have been terminated or cancelled except for such agreements that have expired in accordance with their pre-existing terms and where such termination or cancellation would not have a Material Adverse Effect; (i) none of the Contracts to which any of the Acquired Subsidiaries that operates an imaging center at one of the IDE Group locations is a party shall have been terminated on or before the Closing Date, and as of the Closing, the Seller Entities shall have no Knowledge of any threatened termination of any such Contract or any party act or omission that would be reasonably likely to this Agreement that the Ruling has been withdrawn, invalidated or modified result in any manner that such termination; (j) Purchaser shall have received all approvals and authorizations reasonably necessary to the operation of the Acquired Assets, and the Acquired Subsidiaries and Acquired Centers, other than those the absence of which would not have a Material Adverse Effect; (k) the Seller shall have caused Park South Imaging Center, Ltd. to enter into and/or assume one or more ground leases or other appropriate agreements with the owner of the real property on which the Acquired Center commonly known as "Park South" is located to permit the continued and uninterrupted operation of Park South at such location, the terms and conditions of which shall be reasonably satisfactory to the Purchaser; (l) the Seller shall have made all of the closing deliveries contemplated by Section 2.2(a), including without limitation, the Transition Services Agreement, duly executed by the Seller and the Selling Subsidiaries, and the Collection Services Agreement, duly executed by Seller; (m) Seller shall have cured any payment default in existence immediately preceding the Closing with respect to one or would reasonably be expected more Material Acquired Center/Subsidiary Contracts where the aggregate amount of one or more such payment defaults equals or exceeds Twenty-Five Thousand Dollars ($25,000.00); (n) Seller shall either have (i) cured any material breach of which any Seller Entity has actual or constructive knowledge immediately preceding the Closing, or (ii) secured a written waiver of such breach from the other party(ies) to, in respect of one or more Material Acquired Center/Subsidiary Contracts where the aggregate amounts paid or to be adverse paid or received or to be received by any Seller Entity pursuant to one or more such Material Acquired Center/Subsidiary Contracts equals or exceeds One Hundred Thousand Dollars ($100,000.00); (o) USD Payment Corp. shall have sold, transferred, conveyed and assigned to Purchaser all of its cash, cash equivalents and accounts receivable; (p) any material claim of Amwest Surety against one or more of the Acquired Subsidiaries in respect of a supersedeas bond in the approximate amount of $800,000 shall have been satisfied, discharged, released or waived in its entirety; and (q) the Seller shall have provided to the Purchaser or any have caused to be in effect on or prior to the Closing policies of title insurance in form and substance reasonably satisfactory to the Purchaser (collectively, the "Title Policies") with respect to each parcel of the Owned Real Property issued by a title insurance company (the "Title Company") selected by the Purchaser and reasonably acceptable to the Seller, the value of which shall be in an aggregate amount equal to the aggregate fair market values of such parcels of Owned Real Property, and which shall contain affirmative coverage reasonably acceptable to the Purchaser and insure the Purchaser and its affiliates (or, for periods after successors and assigns that the Split-Off Effective Time, ▇▇▇▇▇▇ Purchaser or its affiliates)applicable subsidiary owns fee title to such Owned Real Property except for Permitted Exceptions. The Seller and the Purchaser shall each pay at Closing one-half of the cost of the premium for the Title Policies.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable applicable Law): (a) the all representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V the Seller contained herein shall be true and correct as of the date of this Agreement and at and in all material respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)Date; (b) GM and ▇▇▇▇▇▇ the Seller shall have performed and complied in all material respects with all of their respective obligations hereunder and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ the Purchaser shall have been furnished the Purchaser with a certificate certificates (dated the Closing Date signed on its behalf by its Chairman, President or any Vice President and in form and substance reasonably satisfactory to the effect that Purchaser) executed by the Seller certifying as to the fulfillment of the conditions set forth specified in Sections 10.2(a8.1(a) and (b8.1(b) have been satisfiedhereof; (d) the Seller shall have delivered a duly completed and signed transfer in favor of the Purchaser or its designee of the TPC Shares, together with the relative certificates representing 100% of the TPC Shares. The TPC Shares shall have been, or shall at the Closing Date be, validly delivered and transferred to the Purchaser, free and clear of any and all EncumbrancesLiens, other than as set forth in the Ocensa Agreement and this Agreement; (e) GM there shall not have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit")been or occurred any Material Adverse Change; (f) there the Seller shall not have occurred after the date hereof obtained all consents and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; providedwaivers referred to in Section 5.6(b) hereof, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement and the IRS has Seller Documents including, without limitation, any consents required by Article Ten of the Ocensa Agreement; (g) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, TPC, or Ocensa seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not notified GM be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or any party otherwise prohibiting the consummation of the transactions contemplated hereby; (h) the Seller shall have delivered to the Dividend Trustee in accordance with Section 4.16 of the Dividend Trust Agreement written notice of the transfer of the TPC Shares as provided in this Agreement that and the Ruling has been withdrawn, invalidated or modified Seller shall have caused the valid transfer of all rights of TPC to Distributions and interests in any manner that is or would reasonably be expected to be adverse the Dividend Account established for the benefit of TPC to the designee of the Purchaser; and (i) the Purchaser or any shall have consummated the sale to a third party purchaser of its affiliates (or, the Class B Shares in a private placement of such Shares for periods after an aggregate purchase price at least equal to 3% of the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)Purchase Price.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser Purchaser, in its sole discretion, in whole or in part to the extent permitted by Applicable Lawpart): (a) (i) the representations and warranties of GM in the Company Fundamental Warranties and ▇▇▇▇▇▇ set forth in Article IV and Article V herein the Seller Fundamental Warranties shall be true and correct as of the date of this Agreement and at in all respects when made and as of the Closing Date with the same force and effect as though if made on as of the Closing, except to the extent such representations and warranties relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date), and (ii) the representations and warranties set forth in Article III and Article IV (other than the Company Fundamental Warranties and the Seller Fundamental Warranties) (A) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, and (B) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and as of the Closing Date with the same force and effect as if made as of the Closing, in each case of (except for A) and (B), other than such representations and warranties made as of a specified date, that relate to another date (in which need case such representations and warranties shall be true and correct only in all respects as of such other date with the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches same force and effect as if made as of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(aother date); (b) GM and ▇▇▇▇▇▇ the Parties other than the Purchaser shall have performed in all material respects all and complied with each of their respective the obligations hereunder and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date;. (c) GM from and ▇▇▇▇▇▇ after the date hereof, there shall have furnished been no change, event, effect or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (d) there shall have been no Legal Proceeding pending against the Founder, the Seller or any Group Company that relates to the transactions contemplated hereby or would be reasonably expected to have a material negative impact on any Group Company or the Business; (e) all Third Party Consents shall have been obtained; (f) each of the Outgoing Directors shall have resigned from the Board; (g) no Group Company shall have been an obligor under any Indebtedness other than the Indebtedness set forth in Section 7.2(g) of the Disclosure Schedule; and (h) the Purchaser with shall have received a certificate signed by the Parties other than the Purchaser, dated the Closing Date signed on its behalf by its Chairman, President or any Vice President and reasonably acceptable to the effect Purchaser, certifying that the conditions set forth in Sections 10.2(aSection 7.2(a), Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e) and (bSection 7.2(f) and Section 7.2(g) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements Seller shall not be required to certify therein as to the representations and warranties made by the Warrantors in Article III or representations relating as to facts the covenants that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected stated to be adverse to performed by the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)Warrantors.

Conditions Precedent to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on satisfaction at or prior to the Closing Date, of each of the following conditions (conditions, any one or all more of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):its sole discretion: (ai) the all representations and warranties made by the Seller in this Agreement shall be true and correct in all respects on and as of GM the date hereof and the Closing Date as though restated on and as of such date (except in the case of any representation or warranty that by its terms is made as of a date specified therein, which shall be accurate at such date), and the Seller shall provide a certificate to the Purchaser at Closing in the form of EXHIBIT VII confirming that fact; (ii) the Seller shall have performed and complied with all agreements and covenants required by this Agreement to be performed or complied with by the Seller prior to or at Closing and the Seller shall provide a certificate to the Purchaser at closing in the form of EXHIBIT VIII confirming such fact and the Seller's compliance with its agreements set forth in Sections 3.2 and 3.6; (iii) all Consents required for the consummation of the transactions contemplated by this Agreement listed in Schedule 4.3 shall have been obtained or satisfied in the judgment of the Purchaser on reasonably satisfactory terms and all waiting periods specified under applicable Laws, and all extensions thereof, the passing of which is necessary for such consummation, shall have passed (and the Purchaser shall have been furnished with reasonable evidence of the obtaining or satisfaction of all such Consents and the timely making of all required filings and consultations); (iv) the Persons listed on EXHIBIT IX shall have tendered their resignations from their respective offices; (v) the Seller shall have made available to the Purchaser for its review at least ten (10) full Business Days prior to the Closing Date and at Closing the share registers and other statutory books of the Companies duly maintained to such date, and shall have delivered to the Purchaser in reasonably satisfactory form evidence of compliance by the Seller with all preemptive or similar rights contained in the Organizational Documents of the Companies or in any agreements among any of the Companies' shareholders; (vi) no preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially adversely affects the assets, properties, operations, prospects, net income or financial condition of the Companies shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, shall have been instituted or threatened by any government or governmental or regulatory authority, or by any other Person (other than the Purchaser or any of its Affiliates) which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement (other than a frivolous or vexatious application); (vii) during the period from January 1, 2000, to the Closing Date, there shall not have been any material adverse change in the assets, properties, business, operations, prospects or financial condition of any of the Companies; (viii) the results of the Purchaser's due diligence legal, financial, business and environmental review of the Companies shall be satisfactory to the Purchaser in its sole discretion; (ix) the Purchaser shall have completed all visits to the customers of the Companies to complete its business due diligence and shall have received from such customers such assurances in respect of customer relations (in particular as to the continuity of customer relationships and business with the Companies after the Closing Date) as the Purchaser deems necessary or desirable; (x) The following persons shall have agreed to remain employed by the Companies: D. F▇▇▇▇▇▇ set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date▇▇, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇. G▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and▇, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇.M. ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇, ▇. D▇▇▇▇▇▇ shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to the Closing Date; (c) GM and ▇, ▇. ▇▇▇▇▇▇▇▇, ▇. Foucon, J.J. ▇▇▇▇▇▇, ▇. Munte, A. B▇▇▇▇▇▇, ▇.P ▇▇▇▇▇▇, ▇. D▇▇▇▇▇, ▇. D▇▇▇▇ ▇▇▇ Y. G▇▇▇▇▇▇; (xi) [Deleted]; (xii) The Seller shall have, and shall have furnished caused its relevant Affiliates, to fully release and discharge the Companies from any and all obligations or other liabilities regarding all Financial Indebtedness of the Companies towards them, without charge, cost or other financial contribution of the Companies, it being specified however that, regarding any indebtedness of the Companies under any shareholder current account, the Seller shall have transferred free from any Liens, and shall have caused its relevant Affiliates to transfer free from any Liens, all of their related rights to the Purchaser; the Seller shall provide to the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President addressed to the effect attention of the Purchaser and the Companies in the form of EXHIBIT X confirming that fact as well as reasonable evidence of the foregoing; (xiii) The rights, obligations and other liabilities of AIMDF under the commercial lease agreement dated November 5, 1997 regarding the Poissy site and/or in connection with such site shall have been fully transferred to the Seller, at no cost to and with no further obligations or other liabilities by any of the Companies in connection therewith and related security deposit and interests thereon shall have been repaid to AIMDF in full; the Purchaser shall have been furnished with reasonable evidence of the foregoing. (xiv) The Seller shall have caused its Affiliate the "SCI du lieudit "le village"" and AIMDF to execute and deliver to the Purchaser a promise to purchase the site of Cham▇▇▇▇▇ ▇▇ the form of EXHIBIT XI.1 hereto and shall have delivered to the Purchaser appropriate evidence that AIMDF has duly exercised the option granted to it pursuant to the above-mentioned credit-bail, which exercise is binding on the lessors under this finance lease. (xv) The Seller shall have executed and delivered to the Purchaser an environmental indemnity and remediation agreement concerning the sites of Cham▇▇▇▇▇ ▇▇▇ Val ▇'▇jol in the form of EXHIBIT XII hereto. (xvi) The Purchaser shall have received written notice from the Seller certifying that the conditions set forth in Sections 10.2(a) and (bprior completion of all obligations on the part of the Seller to consult with or inform its "Comite d'entreprise" or the "Comites d'entreprise" of the Companies) have been satisfied;fulfilled. (dxvii) certificates representing the Shares The Seller and AIMDF shall have been, or shall at executed and delivered a Transition Services Agreement in the Closing be, validly delivered and transferred to the Purchaser, free and clear form of any and all Encumbrances;EXHIBIT XIII hereto. (exviii) GM The Seller shall have provided the Purchaser with an affidavit irrevocable and unconditional valid written commitment of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any M. Deni▇ ▇▇▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to assign at no cost the Purchaser, and the IRS has not notified GM or any party to this Agreement share that the Ruling has been withdrawn, invalidated or modified he holds in any manner that is or would reasonably be expected to be adverse AMB to the Purchaser or any of its affiliates Affiliates. (orxix) ASA, AIS, AFSA shall have delivered to the Purchaser appropriate evidence of the obtaining of all Consents required for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates).consummation of the transactions contemplated by this Agreement in respect of their obligations hereunder such as the corporate resolutions authorizing the guarantees and commitments provided in Sections III.C and III.D.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following additional conditions (any or all of which may be waived by the Purchaser Purchaser, in its sole discretion, in whole or in part to the extent permitted by Applicable applicable Law): (a) (i) the representations and warranties of GM in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and ▇▇▇▇▇▇ set forth Section 3.5 (the foregoing representations and warranties, collectively, the “Target Company Fundamental Warranties”) and the representations and warranties in Article IV Section 4.1, Section 4.2, Section 4.3 and Article V herein Section 4.4 (the foregoing representations and warranties, collectively, the “Selling Shareholder Fundamental Warranties”) shall be true and correct as of the date of this Agreement and at in all respects when made and as of the Closing Date with the same force and effect as though if made on as of the Closing, except to the extent such representations and warranties relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date), and (ii) the representations and warranties set forth in ARTICLE III and ARTICLE IV (other than the Target Company Fundamental Warranties and the Selling Shareholder Fundamental Warranties) (A) that are not qualified by “materiality,” “Material Adverse Effect,” or similar qualifiers shall have been true and correct in all respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, and (B) that are qualified by “materiality,” “Material Adverse Effect,” or similar qualifiers shall have been true and correct in all respects when made and as of the Closing Date with the same force and effect as if made as of the Closing, in each case of (except for A) and (B), other than such representations and warranties made as of a specified date, that relate to another date (in which need case such representations and warranties shall be true and correct only in all respects as of such other date with the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches same force and effect as if made as of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(aother date); (b) GM each of the Target Company and ▇▇▇▇▇▇ the Selling Shareholders shall have performed in all material respects all and complied with each of their respective the obligations hereunder and agreements required by this Agreement to be performed or complied with by them such Party on or prior to the Closing Date; (c) GM from and ▇▇▇▇▇▇ after the date hereof, there shall have furnished been no change, event, effect or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (d) the Purchaser with a certificate shall have received certificates from the Target Company and each Selling Shareholder, signed by an authorized signatory of the Target Company and each such Selling Shareholder, respectively, dated as of the Closing Date signed on its behalf by its ChairmanDate, President or any Vice President certifying that, with respect to the effect that Target Company and such Selling Shareholder (as applicable), the conditions set forth in Sections 10.2(a) Section 7.2(a), Section 7.2(b), and (bSection 7.2(c) have been satisfied; (de) certificates representing the Shares Existing Constitution shall have beenbeen duly amended and restated as the Amended Constitution, or shall at the Closing be, validly delivered and transferred in a form reasonably satisfactory to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 Selling Shareholders and the effects thereof Target Company shall be ignored for have signed the purposes of this Section 10.2(f); and (g) To Shareholders Agreement with the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant toPurchaser, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is in a form reasonably satisfactory to the Purchaser; (g) the Founder and each Selling Shareholder that is a Key Employee shall sign a Share Mortgage Agreement, pledging 50% of the Purchaser Shares to Purchaser, substantially in the form of Exhibit B hereto; (h) the Target Company and the IRS has not notified GM Selling Shareholders shall have obtained all consent, waiver, approval, Order, Permit or authorization of, or made declaration or filing with, or notification to, any Government Authority or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected other Person required to be adverse obtained or completed by the Group Companies in connection with the Closing; (i) the Purchaser is satisfied with the results of its legal, business and financial due diligence on Target Company; (j) the Founder and Key Employees have all entered into employment, confidentiality and non-competition agreements with the Target Company, each in a forms reasonably satisfactory to the Purchaser or any Purchaser; and (k) each of the SAFE Holders have converted its affiliates (or, for periods after rights under the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates).respective SAFE Agreement into the Shares pursuant to Schedule A.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Lawapplicable law): (a) all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V the Seller contained herein not qualified as to materiality shall be true and correct as of the date of this Agreement and in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made on again at and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)time; (b) GM and ▇▇▇▇▇▇ the Seller shall have performed and complied in all material respects with all of their respective obligations hereunder and covenants required by this Agreement to be performed or complied with by them him on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ the Purchaser shall have been furnished the Purchaser with a certificate certificates (dated the Closing Date signed on its behalf by its Chairman, President or any Vice President and in form and substance reasonably satisfactory to the effect that Purchaser) executed by the Seller certifying as to the fulfillment of the conditions set forth specified in Sections 10.2(a7.1(a) and (b7.1(b) have been satisfiedhereof; (d) certificates Certificates representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all EncumbrancesLiens; (e) GM the closing of the purchase and sale of the Minority Shares pursuant to the Minority Stock Purchase Agreement shall occur simultaneously with the Closing pursuant to this Agreement; (f) there shall not have been or occurred any Material Adverse Change; (g) the Seller shall have obtained all consents and waivers referred to in Section 4.5(b) and set forth on Schedule 4.5(b) hereof (except for any necessary transfer of FCC radio licenses), in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement; (h) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, any of the Companies, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (i) the Seller shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (fj) there the Purchaser shall not have occurred after received the date hereof written resignations of each director of each Company; (k) [intentionally omitted]; (l) the Seller or the Companies, as the case may be, shall have executed and delivered the Employment Agreement and the Incremental Tax Payment Escrow Agreement; (m) satisfactory completion by the Purchaser of due diligence on each of the Companies including, without limitation, inspection of the properties of the Companies and the Company Vessels, analysis of potential environmental, Tax and other liabilities, review of the Companies' Material Contracts and the other matters identified on the Schedules hereto and to the Employment Matters Side Letter, and review of the financial statements and records of the Companies (it being understood that only if, in the good faith belief of the Purchaser, any such matter or matters, individually or in the aggregate, would be continuing any ▇▇▇▇▇▇ reasonably likely to result in a Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after may deem the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliatescondition contained in this Section 7.1(m) not to have been satisfied), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates).;

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement Amendment is subject to the fulfillment, on or prior to the Closing Date, satisfaction of each of the following conditions; provided that these conditions (any or all of which are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in whole or in part to its sole discretion by providing the extent permitted by Applicable Law):Seller with prior written notice thereof: (a) No order of any court, arbitrator or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Amendment. (b) The representations and warranties of GM the Seller contained in Section 7 shall be true and correct in all material respects as of the date when made and as of the Closing Date. (c) The Purchaser shall have received from The Nasdaq Stock Market LLC (“Nasdaq”) written confirmation that Nasdaq has completed its review of the Listing of Additional Shares Notification Form submitted by the Purchaser to Nasdaq in connection with the proposed issuance of (collectively, the “Confirmation”): (i) the Conversion Shares and the Additional Repayment Shares pursuant to this Amendment, and (ii) shares of Purchaser Common Stock to be issued by the Purchaser pursuant to a Third Amendment to Conditional Share Purchase Agreement and Conversion Agreement to be entered into between the Purchaser and each of FastPartner AB and Midroc Invest AB (the “Other Sellers”) on the date hereof (collectively, the “Other Amendments”). (d) The Closing (as defined in each Other Amendment) shall occur substantially contemporaneously with the Closing. (e) The Company and each of Fast Partner AB and ▇▇. ▇▇▇▇▇▇▇▇ set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by -Amoudi (the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b“Noteholders”) GM and ▇▇▇▇▇▇ shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to entered into those certain Note Agreements (the Closing Date; (c) GM and ▇▇▇▇▇▇ shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates“Note Agreements”).

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to purchase the Securities to be purchased by it hereunder is subject, at the Time of Purchase, to the satisfaction of the following conditions: (a) The Purchaser shall have received an opinion, addressed to it in form and substance reasonably satisfactory to the Purchaser and dated the Time of Purchase of John ▇. ▇▇▇▇▇▇▇, ▇▇q., general counsel to the Company, and of Paul, ▇▇iss, Rifkind, Whar▇▇▇ & ▇arr▇▇▇▇, ▇▇ecial counsel to the Company, substantially in the form of Exhibit 2 hereto. In rendering such opinions in accordance with Section 4.1(a), each such counsel may rely as to factual matters upon certificates or other documents furnished by officers and directors of the Company and representations of the Purchaser and by government officials, and upon such other documents as such counsel deem appropriate as a basis for their opinion. Each such counsel may specify the jurisdictions in which it is admitted to practice and that it is not admitted to practice in any other jurisdiction and is not an expert in the law of any other jurisdiction. (b) The representations and warranties made by the Company herein shall be true and correct in all material respects (except for changes expressly provided for in this Agreement) on and as of the Time of Purchase with the same effect as though such representations and warranties had been made on and as of the Time of Purchase except for representations and warranties expressly made as of an earlier date, which need only be true and correct in all material respects as of such earlier date and the Company shall have complied in all material respects with all of its agreements as set forth in this Agreement and in the Common Stock Registration Rights Agreement, as the case may be, required to be performed by it at or prior to the Time of Purchase. (c) Subsequent to the date of the Memorandum, (i) there shall not have been any change, or any development involving a prospective change, which has affected or may affect materially and adversely the businesses or properties or the financial condition or the results of operations of the Company and the Subsidiaries, taken as a whole (it being understood that the failure to consummate any of the Pending Acquisitions alone shall not be deemed to constitute such a change); and (ii) except for the Pending Acquisitions, the Company and the Subsidiaries shall have conducted their respective businesses only in the ordinary course. (d) At the Time of Purchase and after giving effect to the consummation of the transactions contemplated by this Agreement is subject and the Common Stock Registration Rights Agreement, there shall exist no Default or Event of Default. (e) As to the fulfillmentPurchaser, on the purchase of and payment for the Securities (i) shall not be prohibited or prior to the Closing Dateenjoined (temporarily or permanently) by any applicable law or governmental regulation (including, of each without limitation, Regulation G, T, U or X of the following conditions Board of Governors of the Federal Reserve System), (any or all of which may be waived by ii) shall not subject the Purchaser in whole to any penalty, or in part to the extent permitted by Applicable Law): (a) the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified dateits reasonable judgment, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect onerous condition under or pursuant to any materiality applicable law or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; governmental regulation (provided, however, that any such regulation, law or onerous condition was not in effect at the date of this Agreement), and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V (iii) shall be ignored for purposes permitted by the laws and regulations of this Section 10.2(a);the jurisdictions to which it is subject. (bf) GM and ▇▇▇▇▇▇ At the Time of Purchase, the Purchaser shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ shall have furnished the Purchaser with received a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to Time of Purchase from the effect Company stating that the conditions set forth specified in 21 -18- Sections 10.2(a4.1(b), (c) and (bd) have been satisfied; (d) certificates representing the Shares shall have been, satisfied or shall duly waived at the Closing be, validly delivered and transferred to the Purchaser, free and clear Time of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); andPurchase. (g) To The Common Stock Registration Rights Agreement shall be substantially in the extent that form attached hereto or described herein and the Ruling Common Stock Registration Rights Agreement and the Stockholder's Agreement shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect. (h) The Time of Purchase shall not be later than 5:00 P.M., New York City time, on October 4, 1996, subject to extension if the Purchaser agrees to extend the Time of Purchase upon request to do so by the Company. (i) includes statements or representations relating to facts that are or will be under All proceedings taken in connection with the control issuance of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations onSecurities and the transactions contemplated by this Agreement, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is Common Stock Registration Rights Agreement and all documents and papers relating thereto shall be reasonably satisfactory to the Purchaser. The Purchaser shall have received copies of such papers and documents as they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to them. (j) The Preemptive Right Opinion shall have been received by the IRS has not notified GM Company. (k) On or any party to this Agreement that before the Ruling has been withdrawnTime of Purchase, invalidated the Purchaser shall have received such further documents, opinions, certificates and schedules or modified in any manner that is or would reasonably be expected to be adverse other instruments relating to the Purchaser or any business, corporate, legal and financial affairs of the Company and its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)Subsidiaries as it may reasonably request.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Lawapplicable law): (a) the all representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V the Seller contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of this Agreement the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Sellers contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made on again at and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)time; (bc) GM and ▇▇▇▇▇▇ the Seller shall have performed and complied in all material respects with all of their respective obligations hereunder and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (cd) GM and ▇▇▇▇▇▇ the Purchaser shall have been furnished the Purchaser with a certificate certificates (dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth and in Sections 10.2(a) form and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred substance reasonably satisfactory to the Purchaser) executed by the Seller certifying as to the fulfillment of the conditions specified in Sections 6.1(a), free 6.1(b) and clear of any and all Encumbrances6.1(c) hereof; (e) GM there shall not have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit")been or occurred any Material Adverse Change; (f) there the Seller shall not have occurred after the date hereof obtained all consents and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; providedwaivers referred to in Section 4.3 hereof, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement; (g) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (h) the name of the Seller shall have been changed to a name that do not include the word “Halcyon”; (i) the shareholders of Seller shall have approved this Agreement and the IRS has not notified GM or any party to transactions contemplated by this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates).Agreement; and

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate acquire the transactions contemplated by this Agreement Warrants is subject subject, at the Time of Purchase, to the fulfillment, on prior or prior to the Closing Date, of each simultaneous satisfaction or waiver of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):conditions: (a) the The representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V made by the Company herein shall be true and correct as of the date of in all material respects (except for changes expressly provided for by this Agreement and at Agreement) on and as of the Closing Date Time of Purchase with the same effect as though such representations and warranties had been made on and as of the Closing Date Time of Purchase, the Company shall have performed and complied with all agreements and conditions set forth in or contemplated hereunder or in the Basic Documents required to be performed or complied with by it at or prior to the Time of Purchase, and the Basic Documents shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect. (except for representations b) The Purchaser shall have received duly executed and warranties made as delivered copies of a specified date, which need be true this Agreement and correct only as the Equity Documents together with all other documents reasonably requested by the Purchaser in connection with the issuance of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations Securities and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V Basic Documents shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇▇▇▇ shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior reasonably satisfactory to the Closing Date;Purchaser and its counsel. (c) GM and ▇▇▇▇▇▇ The Purchaser shall have furnished received an opinion of counsel to the Company acceptable to the Purchaser addressing the existence and good standing of the Company, the authorization of the Basic Documents, the enforceability of the Basic Documents and the perfection of the liens thereunder, the absence of conflicts with a certificate dated law, other material agreements, and court orders, the Closing Date signed on its behalf by its Chairmanabsence of litigation, President or any Vice President to and such other matters as the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied;Purchaser may request. (d) certificates representing the Shares The Purchaser shall have beenreceived a certificate, dated the Time of Purchase, of the Secretary or an Assistant Secretary of the Company, (i) certifying as true, complete and correct the charter and by-laws of the Company and resolutions of the Board of Directors attached thereto, (ii) as to the absence of proceedings or other action for dissolution, liquidation or reorganization of the Company, (iii) as to the incumbency of the officers of the Company and the Subsidiaries who shall at have executed instruments, agreements, and other documents in connection with the Closing betransactions contemplated hereby or by the Basic Documents, validly delivered and transferred (iv) covering such other matters, and with such other attachments thereto, as the Purchaser may request, and such certificate and the attachments thereto shall be satisfactory in form and substance to the Purchaser, free and clear of any and all Encumbrances;. (e) GM The Purchaser shall have provided received or be satisfied with the completion of all other items described on the current listing of closing documents distributed by the Purchaser to the Company in connection with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes execution of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)Agreement.

Conditions Precedent to Obligations of the Purchaser. The obligation of ---------------------------------------------------- the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable applicable Law): (a) the all representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V the Seller contained herein shall be true and correct as of the date of this Agreement and at and in all material respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)Date; (b) GM and ▇▇▇▇▇▇ the Seller shall have performed and complied in all material respects with all of their respective agreements and obligations hereunder and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ the Purchaser shall have been furnished the Purchaser with a certificate certificates (dated the Closing Date signed on its behalf by its Chairman, President or any Vice President and in form and substance reasonably satisfactory to the effect that Purchaser) executed by the Seller certifying as to the fulfillment of the conditions set forth specified in Sections 10.2(a8.1(a) and (b8.1(b) have been satisfiedhereof; (d) the Seller shall have delivered a duly completed and signed transfer form in favor of the Purchaser or its designee of the TPC Shares, together with the relative certificates representing 100% of the TPC Shares. The TPC Shares shall have been, or shall at the Closing Date be, validly delivered and transferred to the Purchaser, free and clear of any and all EncumbrancesLiens, other than as set forth in the Ocensa Agreement; (e) GM the Seller shall have provided delivered to the Purchaser with an affidavit of non-foreign status that complies with Section 1445 all of the Code (a "FIRPTA Affidavit")certificates representing the Ocensa Shares, free and clear of any Liens granted by Seller; (f) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not have occurred after be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and consummation of the effects thereof shall be ignored for the purposes of this Section 10.2(f); andtransactions contemplated hereby; (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (iiand Seller shall have obtained all consents and waivers referred to in Section 5.6(b) is relevant tohereof, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement and the IRS has not notified GM or any party Seller Documents including, without limitation, the consents required by Article Ten of the Ocensa Agreement; and (h) the Seller shall have delivered to the Dividend Trustee in accordance with Section 4.16 of the Dividend Trust Agreement written notice of the transfer of the TPC Shares as provided in this Agreement that and the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected Seller shall have caused to be adverse delivered to such Dividend Trustee valid revocation of any instructions with regard to the Purchaser or any payment of its affiliates (orDistributions pursuant to such Dividend Trust Agreement, for periods after including without limitation the Split-Off Effective Timeinstructions dated February 2, ▇▇▇▇▇▇ or its affiliates)1998.

Conditions Precedent to Obligations of the Purchaser. The Purchaser’s obligation to accept delivery of the Purchaser stock certificates described in Section 3(c) hereof and to consummate pay for the transactions contemplated by this Agreement is Shares evidenced thereby at each of the First Tranche Closing and the Second Tranche DB1/63595778.5 Closing shall be subject to the fulfillmentfollowing conditions, on any one or prior to the Closing Date, of each of the following conditions (any or all more of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):Purchaser: (a1) each of the representations and warranties of GM the Company made herein shall be accurate in all material respects (except for such representations and ▇▇▇▇▇▇ set forth in Article IV and Article V herein warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and at and as of the First Tranche Closing Date or the Second Tranche Closing Date, as though made on and as of the Closing Date (case may be, except for any such representations and warranties made as of that expressly relate to a specified date, in which need case, as of such specified date; (2) the fulfillment in all material respects of those undertakings of the Company to be true and correct only fulfilled prior to the First Tranche Closing Date or the Second Tranche Closing Date, as the case may be; (3) the delivery to the Purchaser of a certificate executed by the chief executive officer of the Company, dated as of the specified date)First Tranche Closing Date or the Second Tranche Closing Date, except (other than in as the case of Section 4.6 hereof) may be, to the extent effect that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ the Company set forth in Article IV 5 hereof are true and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇▇▇▇ shall have performed correct in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of their respective obligations hereunder the date of this Agreement and as of the First Tranche Closing Date or the Second Tranche Closing Date, as the case may be, except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date, (except for such changes or modifications as are specified therein) and that the Company has, in all material respects, complied with all the agreements and satisfied all the conditions herein on its part to be performed by them or satisfied on or prior to the First Tranche Closing Date or the Second Tranche Closing Date, as the case may be; (c4) GM and ▇▇▇▇▇▇ no proceeding challenging this Agreement or any of the Agreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the either of the Closings shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairmanbeen instituted or shall be pending before any court, President arbitrator or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfiedgovernmental body, agency or official; (d5) certificates representing the sale of Shares shall have been, not be prohibited by any applicable law or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances;governmental order or regulation; and (e6) GM the Common Stock shall have provided the Purchaser with be listed for trading or quoted on an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 Eligible Market and the effects thereof shall be ignored Purchased Shares duly approved for listing or quotation thereon. For the purposes of this Section 10.2(f4(b)(6); and , “Eligible Market” shall mean (gA) To the extent that Nasdaq Global Select Market, (B) the Ruling Nasdaq Global Market, (iC) includes statements or representations relating to facts that are or will be under The Nasdaq Capital Market, (D) the control of New York Stock Exchange, Inc., (E) the Purchaser or any of its affiliates American Stock Exchange or (iiF) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)OTC Bulletin Board.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate purchase the transactions contemplated by this Agreement Subscription Shares from the Company hereunder is subject to the fulfillment, on satisfaction or prior to waiver by the Closing Date, of each Purchaser of the following conditions (any or all as of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):Subscription Closing: (a) the issuance, purchase and sale of the Subscription Shares pursuant to Section 1.1 shall not be prohibited or enjoined by any Governmental Entity of competent jurisdiction; (b) (i) the representations and warranties of GM and ▇▇▇▇▇▇ the Company set forth in Article IV Section 2.1(a) and Article V herein (b) that are not qualified by Material Adverse Effect shall be true and correct as in all material respects (without giving effect to materiality or similar phrases in the representations and warranties), (ii) the representations and warranties of the date of this Agreement Company set forth in Section 2(e) shall be true and at correct in all respects on and as of the Closing Date as though made Date, (iii) the representations and warranties of the Company set forth in Section 2.1(a) and (b) that are qualified by Material Adverse Effect shall be true and correct in all respects, in each case on and as of the Closing Date (except for to the extent such representations and warranties made expressly relate to another date, in which case such representations and warranties shall be so true and correct on and as of a specified such other date) and (iv) the representations and warranties of the Company set forth in Section 2.1(c), which need (d) and (f) shall be true and correct only in all respects (without giving effect to materiality, Material Adverse Effect, or similar phrases in the representations and warranties) on and as of the specified Subscription Closing Date (except to the extent such representations and warranties expressly relate to another date, in which case such representations and warranties shall be true and correct in all respects (without giving effect to materiality, Material Adverse Effect, or similar phrases in the representations and warranties) on and as of such other date), except (other than in where the case of Section 4.6 hereof) to the extent that all of the breaches failure of such representations and warranties collectively referenced in this clause (without giving effect ii) to any materiality be so true and correct, individually or similar qualification) in the aggregate, have not had and would not reasonably be expected to result in have a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)Effect; (bc) GM and ▇▇▇▇▇▇ the Company shall have performed and complied in all material respects with all of their respective agreements and obligations hereunder required by this Agreement to be performed or complied with by them it on or prior to the Subscription Closing Date; (cd) GM and ▇▇▇▇▇▇ the Purchaser shall have furnished the Purchaser with received a certificate certificate, dated the Subscription Closing Date signed Date, duly executed by an executive officer of the Company on its behalf by its Chairmanof the Company, President or any Vice President to the effect certifying that the conditions set forth specified in Sections 10.2(aSection 1.2(b) and (bc) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances;; and (e) GM no event, change or development shall have provided occurred that, individually or in the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not aggregate, have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is had or would reasonably be expected to be adverse to have a Material Adverse Effect and are continuing as of the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)Subscription Closing Date.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement Transactions is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law): (a) all of the Seller Parties’ representations and warranties in this Agreement (considered collectively), and each of GM such representations and ▇▇▇▇▇▇ set forth warranties (considered individually), shall have been accurate in Article IV and Article V herein shall be true and correct all material respects as of the date of this Agreement Agreement, and at and shall be accurate in all material respects as of the Closing Date as though made on and as time of the Closing Date (except for representations and warranties made as of a specified dateif then made, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected supplement to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)Schedules hereto; (b) GM each of the Fundamental Representations and ▇▇▇▇▇▇ each of the representations and warranties in this Agreement that contain an express materiality qualification, shall have been accurate in all respects as of the date of this Agreement, and shall be accurate in all respects as of the time of the Closing as if then made, without giving effect to any supplement to the Schedules hereto; (c) the Company and the Seller Parties shall have performed and complied in all material respects with all of their respective obligations hereunder and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (cd) GM and ▇▇▇▇▇▇ no Legal Proceedings shall have furnished been instituted or threatened or claim or demand made against the Seller Parties, the Company or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President respect to the consummation of the Transactions, and there shall not be in effect that any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing consummation of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all EncumbrancesTransactions; (e) GM the Company shall have provided received and delivered to the Purchaser with an affidavit of non-foreign status that complies with Section 1445 Consents (in the form which is acceptable to the Purchaser acting reasonably) from Persons representing 70% or more of the Code Revenue Run Rate as of the date of this Agreement (a "FIRPTA Affidavit"rather than the December 31, 2010 date specified in Section 2.6(a)(i)) and such Consents must be in full force and effect; (f) there the Company shall not have occurred after distributed out of the date hereof Company all rights and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant obligations related to Section 9.4 and the effects thereof shall be ignored for the purposes former New England Group of this Section 10.2(f); andBWAM contingent payments; (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control Each of the Purchaser or any Employment Agreements identified on Schedule 7.1(g) shall be in full force and effect and in the same form as executed as of its affiliates or the date of this Agreement; (iih) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has documents set forth in Section 8.1 shall have been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)delivered.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement Transactions is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law): (a) the representations aggregate amount of all Losses suffered or incurred, or which could reasonably be expected to be suffered or incurred (in each case other than Losses related to Client relationships, or the loss or modification thereof based upon, attributable to or resulting from the announcement of this Agreement to such Clients or the performance by the Parties of their respective obligations in Section 6.3, or general market conditions), based upon, attributable to or resulting from the failure of any representation and warranties warranty of GM the Company and/or the Seller Parties contained herein, without regard to any qualifications based on materiality (including, without limitation, references to “material”, “all material respects”, and ▇▇▇▇▇▇ set forth in Article IV and Article V herein shall “Material Adverse Effect”), to be true and correct as of the date of this Agreement and in all respects at and as of the Closing Date as though made on date hereof and as of the Closing Date shall be less than $1,000,000 (except and, for representations and warranties made as of a specified dategreater certainty, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) without regard to the extent that all impact of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(aSchedule Update); (b) GM the Company and ▇▇▇▇▇▇ the Seller Parties shall have performed and complied in all material respects with all of their respective obligations hereunder and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ the stockholders of the Purchaser shall have furnished approved and adopted this Agreement and the Transactions by the affirmative vote of the holders of Purchaser with a Common Stock required under each of the Purchaser’s certificate dated the Closing Date signed on its behalf by its Chairmanof incorporation, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) by-laws and (b) have been satisfiedApplicable Law; (d) certificates representing the Shares no Legal Proceedings shall have beenbeen instituted or threatened or claim or demand made against the Seller Parties, the Company or shall at the Closing be, validly delivered and transferred Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the Purchaserconsummation of the Transactions, free and clear there shall not be in effect any Order by a Governmental Body of any and all Encumbrances;competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transactions; and (e) GM the documents set forth in Section 8.1 shall have provided been delivered. The parties hereto agree and acknowledge that the Purchaser with an affidavit receipt of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there any Consents from any third party, including investment management customers, shall not have occurred after be conditions to consummating the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)Transactions.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement Transactions is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable applicable Law): (a) the representations and warranties of GM and ▇▇▇▇▇▇ set forth the Sellers contained in Article IV and Article V herein this Agreement (i) that are not qualified by materiality or a Material Adverse Effect shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made in all respects on and as of the Closing Date (Date, except for representations and warranties to the extent expressly made as of a specified an earlier date, in which need be true and correct only case as of the specified such earlier date), and except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches failure of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had be true and correct would not reasonably be expected to result have, individually or in the aggregate, a ▇▇▇▇▇▇ Material Adverse Effect and (ii) that cannot are qualified by materiality or Material Adverse Effect shall be cured by true and correct in all respects on and as of the Outside Date andClosing Date, except to the extent expressly made as of an earlier date, in the which case as of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreementssuch earlier date; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on Purchaser shall have received a certificate signed by authorized officers of the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)Sellers, dated the Closing Date, to the foregoing effect; (b) GM and ▇▇▇▇▇▇ the Sellers shall have performed and complied in all material respects with all of their respective obligations hereunder and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date;, and the Purchaser shall have received a certificate signed by authorized officers of the Sellers, dated the Closing Date, to the forgoing effect; and (c) GM and ▇▇▇▇▇▇ the Sellers shall have furnished delivered, or caused to be delivered, to the Purchaser with a certificate dated all of the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions items set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)4.2.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Lawapplicable law): (a) the Purchaser shall have reached an agreement in principle to purchase from M&I Bank the loans made by M&I Bank to Crescent Oil Company, Inc. and Crescent Stores Corporation; (b) all representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V the Seller contained herein shall be true and correct as of the date hereof; (c) all representations and warranties of this Agreement the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made on again at and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)time; (bd) GM and ▇▇▇▇▇▇ the Seller shall have performed and complied in all material respects with all of their respective obligations hereunder and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (ce) GM and ▇▇▇▇▇▇ the Purchaser shall have been furnished the Purchaser with a certificate certificates (dated the Closing Date signed on its behalf by its Chairman, President or any Vice President and in form and substance reasonably satisfactory to the effect that Purchaser) executed by the Seller certifying as to the fulfillment of the conditions set forth specified in Sections 10.2(a7.1(a), 7.1(b) and (b7.1(c) have been satisfiedhereof; (df) certificates Certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all EncumbrancesLiens; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (fg) there shall not have been or occurred after any material adverse change in the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); andBusiness; (gh) To the extent that the Ruling (i) includes statements or representations relating Seller shall have obtained all consents and waivers referred to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant toin Section 4.7 hereof, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is in a form reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse with respect to the transactions contemplated by this Agreement; and (i) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any order by a governmental body of its affiliates (orcompetent jurisdiction restraining, for periods after enjoining or otherwise prohibiting the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)consummation of the transactions contemplated hereby.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser Purchaser, in its sole discretion, in whole or in part to the extent permitted by Applicable applicable Law): (a) (i) the representations and warranties of GM in Section 3.1, Section 3.2, Section 3.3, Section 3.4, and ▇▇▇▇▇▇ set forth Section 3.5 (the foregoing representations and warranties, collectively, the “Company Fundamental Warranties”), the representations and warranties in Article IV Section 4.1, Section 4.2, Section 4.3, Section 4.4 and Article V herein Section 4.5 (the foregoing representations and warranties, collectively, the “Selling Shareholder Fundamental Warranties”), the representations and warranties in Section 5.1 and Section 5.2 (the foregoing representations and warranties, collectively, the “Founder Fundamental Warranties”) shall be true and correct as of the date of this Agreement and at in all respects when made and as of the Closing Date with the same force and effect as though if made on as of the Closing, except to the extent such representations and warranties relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date), and (ii) the representations and warranties with respect to the Group Companies and/or the Selling Shareholders set forth in Article III and Article IV (other than the representations and warranties enumerated in Section 8.2(a)(i)) (A) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, and (B) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and as of the Closing Date with the same force and effect as if made as of the Closing, in each case of (except for A) and (B), other than such representations and warranties made as of a specified date, that relate to another date (in which need case such representations and warranties shall be true and correct only in all respects as of such other date with the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches same force and effect as if made as of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(aother date); (b) GM the Company, the Selling Shareholders and ▇▇▇▇▇▇ the Founders shall have (i) performed and complied with, in all respects, each of the obligations and agreements required by Section 7.16, and Section 7.18 to the extent required to be performed or complied with by them on or prior to the Closing Date and the Purchaser shall have received satisfactory written evidence relating thereto, and (ii) performed and complied with, in all material respects all respects, each of their respective the obligations hereunder and agreements required by this Agreement (other than those enumerated in Section 8.2(b)(i)) to be performed or complied with by them on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ the New Articles shall have furnished been duly adopted by all necessary action of the board of directors and the shareholders of the Company, and such adoption shall have become effective upon the Closing with no alteration or amendment as of the Closing, and reasonable evidence thereof shall have been delivered to the Purchaser; (d) from and after the date hereof, there shall have been no Material Adverse Effect with respect to the Company, the Selling Shareholders and the Founders; (e) the Purchaser with shall have received a certificate signed by a Founder, dated the Closing Date signed on its behalf by its ChairmanDate, President or any Vice President to the effect certifying that the conditions set forth in Sections 10.2(aSection 8.2(a) (except to the extent such conditions relate to the Selling Shareholders), Section 8.2(b) (except to the extent such conditions relate to the Selling Shareholders), and Section 8.2(c) and 8.2 (bd) have been satisfied; , and a certificate signed by an authorized signatory of each Selling Shareholder (dother than the Founder Shareholder) certificates representing certifying that the Shares shall conditions set forth in Section 8.2(a) and Section 8.2(b) have been, or shall at the Closing be, validly delivered and transferred been satisfied to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant extent such conditions relate to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)Selling Shareholder.

Conditions Precedent to Obligations of the Purchaser. The ---------------------------------------------------- obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable applicable Law): (a) the all representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V the Seller contained herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date with the same effect as though those representations and warranties had been made on again at and as of that time, unless the Closing Date (failure of such representations to be true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, except for with respect to those representations and warranties made as of a specified date, particular time which need must be true and correct only in the manner contemplated above as of such time; (b) the specified date), except (other than Seller shall have performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date unless the failure to perform or comply with such obligations and covenants individually or in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and aggregate, would not reasonably be expected to result in have a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇▇▇▇ shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to the Closing DateEffect; (c) GM and ▇▇▇▇▇▇ the Purchaser shall have been furnished the Purchaser with a certificate (dated the Closing Date signed on its behalf by its Chairman, President or any Vice President and in form and substance reasonably satisfactory to the effect that Purchaser) executed by a principal executive officer and the chief financial officer of the Seller certifying as to the fulfillment of the conditions set forth specified in Sections 10.2(a8.2(a) and (b8.2(b) have been satisfiedhereof; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all EncumbrancesLiens; (e) GM there shall not have been or occurred any Material Adverse Change; (f) the Seller shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that Seller shall have obtained all Consents referred to on Schedule 8.2(g) (the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates"Seller Necessary Consents"), such Ruling is in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates).Seller Documents;

Conditions Precedent to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate effect the transactions contemplated by this Agreement is are subject to the fulfillmentsatisfaction of the following conditions, unless waived by the Purchaser: (a) The representations and warranties of the Company and each Stockholder contained herein shall be true and accurate on the date hereof and at and as of Closing as though made at the Closing (except in each case to the extent a representation or warranty speaks specifically as of an earlier date or has become untrue or inaccurate because of transactions contemplated herein). (b) The Company and each Stockholder shall have performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by Company and each Stockholder prior to Closing. (c) The Company and each Stockholder shall have delivered to Purchaser a certificate, dated the Closing Date and signed, in the case of the Company, by its Chief Executive Officer or Chief Financial Officer, and in the case of a Stockholder, by such Stockholder, evidencing compliance with Sections 10.3(a) and (b). (d) The board of directors of Purchaser shall have approved and adopted this Agreement and the transactions contemplated hereunder. (e) There have been no Material Adverse Effects and no material adverse changes in the business, operations, affairs, prospects, properties, assets, existing and potential liabilities, obligations, profits or condition (financial or otherwise) of the Company shall have occurred since the Balance Sheet Date; and Purchaser shall have received a certificate signed by an executive officer of the Company and each of the Stockholders dated the Closing Date to such effect. (f) All Stockholders shall have signed this Agreement and have agreed to sell, or are obligated to sell by exercise of the forced sale or drag along rights, all of such Person's Shares to Purchaser. (g) Purchaser shall have received an opinion from counsel to the Stockholders and the Company, dated the Closing Date, in the form of each Exhibit E attached hereto. (h) The Company shall have waived its right of first refusal under Section 1 of Appendix B of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):Subscription Agreement for Series A Preferred Stock. (ai) The Company shall have received a pay-off letter from First Union effective at Closing providing that the representations Indebtedness and warranties all related obligations shall be satisfied in full and that the security interest in the Company's bank accounts shall be terminated. (j) Noncompetition agreements in the form of GM and Exhibit G with such changes as are mutually acceptable to Purchaser, Rich▇▇▇ ▇▇▇▇▇▇ set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) ▇▇▇ Will▇▇▇ ▇▇▇▇ ▇▇▇ll have not had and would not reasonably be expected to result in a been executed by Rich▇▇▇ ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇ Will▇▇▇ ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇▇▇▇ shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory livered to the Purchaser, and shall be in full force and effect and shall not have been modified or terminated without the IRS has not notified GM or any party to this Agreement that written consent of the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)Purchaser.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on at or prior to the Closing DateClosing, of each of the following conditions (any or all of which may be waived in writing by the Purchaser Purchaser, in whole or in part part, to the extent permitted by Applicable applicable Law): (a) (i) the representations and warranties of GM the Seller and ▇▇▇▇▇▇ set forth each Acquired Company contained in Article IV and Article V herein this Agreement or any certificate delivered pursuant hereto that are not qualified by materiality or Company Material Adverse Effect or similar qualification shall be true and correct in all material respects both as of the date of this Agreement and at Date and as of the Closing Date as though made on and as of Closing, except to the Closing Date (except for representations and warranties extent expressly made as of a specified different date, in which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively shall be so true and correct as of such different date, (without giving effect to any materiality or similar qualificationii) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM the Seller and ▇▇▇▇▇▇ set forth each Acquired Company contained in Article IV and Article V this Agreement that are qualified by materiality or Company Material Adverse Effect or similar qualification shall be ignored for purposes true and correct in all respects both as of this Section 10.2(a)the Agreement Date and as of the Closing, except to the extent expressly made as of a different date, in which case such representations and warranties shall be so true and correct as of such different date, and (iii) the Purchaser shall have received a certificate signed by an authorized officer of the Seller and each Acquired Company on behalf of the Seller or each Acquired Company, as applicable, dated the Closing Date, to the foregoing effect; (b) GM and ▇▇▇▇▇▇ the Debtors each shall have performed and complied in all material respects with all of their respective covenants, obligations hereunder and agreements required in this Agreement to be performed or complied with by them on or such Debtor, prior to the Closing, and the Purchaser shall have received a certificate signed by an authorized officer of each of the Debtors on behalf of such Debtor, dated the Closing Date, to the forgoing effect; (c) GM and ▇▇▇▇▇▇ the Purchaser shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfiedobtained all Regulatory Approvals; (d) certificates representing the Shares Seller or each Acquired Company, as applicable, shall have beendelivered, or shall at the Closing becaused to be delivered, validly delivered and transferred to the Purchaser, free and clear Purchaser all of any and all Encumbrancesthe items set forth in Section 4.2; (e) GM immediately prior to the Closing, the Debtors shall have provided be in compliance with the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit")Cash Collateral Orders and budget therein; (f) there no third party shall have filed any Claim in the Bankruptcy Cases with respect to the equity interests of any Acquired Company, which Claim has not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; providedbeen withdrawn, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for applicable Bar Date (as defined in the purposes Plan) in the Bankruptcy Cases relating to such Claims or interests has passed, or such Claim has been disallowed by a Final Order of this Section 10.2(f)the Bankruptcy Court; and (g) To since the extent that the Ruling (i) includes statements Agreement Date, there shall not have occurred and be continuing any changes, effects or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant tocircumstances constituting, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or which would reasonably be expected likely to be adverse to result in, individually or in the Purchaser or any of its affiliates (oraggregate, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)a Company Material Adverse Effect.

Conditions Precedent to Obligations of the Purchaser. The Unless waived in writing by the Purchaser (to the extent permitted by applicable Law), the obligation of the Purchaser to consummate the transactions Transactions contemplated by this Agreement is are subject to the fulfillment, on or prior to the Closing Date, satisfaction of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):conditions: (a) the representations and warranties of GM the Shareholders contained in Articles III and ▇▇▇▇▇▇ set forth in Article IV qualified as to materiality shall be true and Article V herein correct, and those not so qualified shall be true and correct in all material respects as of the date of this Agreement and at hereof and as of the Closing Date as though if made on and as of the Closing Date such date (except for those representations and warranties made that address matters only as of a specified particular date, in which need case if they are qualified by materiality, shall be true and correct only accurate in all respects as of the specified such particular date and if they are not so qualified shall be true and accurate in all material respects as of such particular date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V Fundamental Representations shall be ignored for purposes of this Section 10.2(a)true and correct in all respects; (b) GM the Shareholders and ▇▇▇▇▇▇ the Company shall have performed and complied in all material respects with all of their respective obligations hereunder and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ there shall not have been or occurred any event, change, occurrence, state of facts, circumstance or effect that either alone or taken together with any other event, change, occurrence, state of facts, circumstance or effect, has had or could reasonably be expected to have a Material Adverse Effect since the Balance Sheet Date; (d) no Significant Reputational Matter shall have furnished occurred or been discovered; (e) the Officer Agreements shall have been executed and be in full force and effect; (f) the Key Employees shall not have been terminated and shall still be employed by the Company; (g) the Purchaser with shall have received the closing deliveries set forth in Section 2.6; (h) the Purchaser shall have received a certificate signed by each Shareholder, substantially in the form attached as Exhibits I and J hereto, dated the Closing Date signed on its behalf by its ChairmanDate, President or any Vice President to the effect that each of the conditions specified above in Section 7.2(a)-(g) have been satisfied in all respects; (i) the Purchaser shall have (A) completed the formation, organization and necessary amendments to the organizational documents of Group 1 Automotive do Brasil and appointed such officers and directors thereof, such that Group 1 Automotive indirectly owns 100% of the share capital of Group 1 Automotive do Brasil and Controls all actions thereof and (B) assigned to Group 1 Automotive do Brasil its rights and obligations under this Agreement as permitted pursuant to the terms and subject to the conditions set forth in Sections 10.2(a) and (b) have been satisfiedthis Agreement; (dj) certificates representing any and all Nominal Interests (other than the Shares Retained Nominal Interests, whose holders shall have been, executed Option Agreements with the Company) shall be owned by the Company or a Subsidiary thereof and shall at the Closing be, validly delivered and transferred to the Purchaser, be free and clear of any and all Encumbrances; (ek) GM the Shareholders or the Company shall have provided obtained the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of Manufacturer Consents and the Code other consents, waivers and approvals referred to in (a "FIRPTA Affidavit"); (fA) there shall not have occurred after the date Sections 3.4 and 4.3 hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided(B) Annex I hereof with respect to Nagoya, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is on terms reasonably satisfactory to the Purchaser, and ; (l) the IRS has not notified GM or any party to this Agreement that the Ruling has Restructuring Transactions as set forth in Annex I shall have been withdrawn, invalidated or modified completed in any manner that is or would reasonably be expected to be adverse all respects in a form satisfactory to the Purchaser or any of its affiliates Purchaser; (or, for periods after m) the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)UAB Services Agreement shall be in a form satisfactory to the Purchaser; and (n) the Nagoya Loan Documents shall be in a form satisfactory to the Purchaser.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable applicable Law): (a) the representations and warranties of GM the Seller Parent and ▇▇▇▇▇▇ the Seller set forth in Article IV and Article V herein this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified such earlier date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and in the event of a breach of a representation or warranty, the condition set forth in this Section 8.1(a) shall be deemed satisfied unless the effect of all actions required to be taken pursuant to Section 9.4 and the effects thereof on the such breaches of representations and warranties taken together result in a Material Adverse Effect, and the Purchaser shall have received a certificate signed by an authorized officer of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)the Seller Parent, dated the Closing Date, to the foregoing effect; (b) GM the Seller Parent and ▇▇▇▇▇▇ the Seller shall have performed and complied in all material respects with all of their respective obligations hereunder and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Purchaser shall have received a certificate signed by an authorized officer of the Seller Parent, dated the Closing Date, to the foregoing effect; (c) GM there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (d) the Seller Parent shall have delivered, or caused to be delivered, to the Purchaser a duly executed Assignment in the form of Exhibit B for each of the Contracts listed in Schedule 5.16(a) within two asterisks; (e) the Seller Parent shall have delivered, or caused to be delivered, to the Purchaser a duly executed Transition Services Agreement in substantially the form of Exhibit C; (f) the Seller Parent shall have delivered, or caused to be delivered, to the Purchaser evidence that all Liens on Schedule 5.4(c) have been released; (g) the Seller shall have delivered, or caused to be delivered, to the Purchaser stock certificate(s) representing the Shares (other than three (3) nominee shares held by Leticia Cortes, Bernardo Reyes and Rodney Kent), duly endorsed in ▇▇▇▇▇ ▇▇ ▇▇▇▇▇pa▇▇▇▇ shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇ ▇▇▇▇▇ trans▇▇▇ ▇▇▇▇▇▇ Material Adverse Effect; provided▇; (h) the Seller Parent shall have delivered, howeveror caused to be delivered, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for Purchaser a duly executed Irrevocable Proxy in substantially the purposes form of this Section 10.2(f)Exhibit D; and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant toSeller Parent shall have delivered, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected caused to be adverse delivered, to the Purchaser or any a duly executed (but not consularized) Deed of its affiliates (or, for periods after Assignment of Shares of Stock in substantially the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates).form of Exhibit E.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):conditions: (a) the representations and warranties of GM Seller and ▇▇▇▇▇▇ the Company set forth in Article IV and Article V herein this Agreement shall be true true, correct and correct as complete in all material respects (disregarding for the purposes of the date of condition set forth in this Agreement and Section 8.1(a) any “material adverse effect” or other “materiality” qualifier contained in any such representations or warranties) at and as of the Closing Date as though made (except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true, correct and complete on and as of the Closing Date (such earlier date)), except for representations and warranties made as of a specified datethe Fundamental Representations, which need shall be true and correct only in all respects at and as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)Closing; (b) GM and ▇▇▇▇▇▇ the Seller shall have performed and complied in all material respects (except for the obligations set forth in Section 3.4(a) for which Seller shall have performed and complied in all of their respective respects) with all obligations hereunder and covenants required by this Agreement to be performed or complied with by them Seller on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ there shall not have furnished the Purchaser with occurred any event, change or circumstance that has had or which could reasonably be expected to result in a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfiedMaterial Adverse Effect; (d) certificates representing there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the Shares shall have been, or shall at consummation of the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrancestransactions contemplated hereby; (e) GM the Purchaser shall have provided verified, in its sole and absolute discretion, that all payment software applications and software code used in the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of Business, including the Code (a "FIRPTA Affidavit");software program known as “Finzeo”, is in good working condition; and (f) there the Purchaser shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control received each of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliatesClosing deliveries required by Section 3.4(a).

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate effect the transactions contemplated by this Agreement is shall be subject to the fulfillmentsatisfaction at or prior to the Closing Date of the following additional conditions (compliance with which or the occurrence of which may be waived in whole or in part in a writing executed by the Purchaser, on unless such a waiver is prohibited by law): (a) each Seller shall have performed in all material respects their obligations under this Agreement and the Time Brokerage Agreement required to be performed by them at or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law): (a) the representations and warranties of GM and ▇▇▇▇▇▇ set forth the Sellers contained in Article IV and Article V herein this Agreement that are qualified with respect to materiality (i.e., with respect to the occurrence or likely occurrence of a Seller Material Adverse Effect or materiality) shall be true and correct in all respects, and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and at and as of the Closing Date as though if made on at and as of the Closing Date (such dates, except for with respect to representations and warranties made which speak solely as of a specified to an earlier date, which need shall be true at and correct only as of such date; and the specified date), except (other than in Purchaser shall have received a certificate signed by an authorized representative of each of the case of Section 4.6 hereof) Sellers as to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes satisfaction of this Section 10.2(a)condition; (b) GM and ▇▇▇▇▇▇ each of the Sellers shall have performed in all material respects all of their respective obligations hereunder duly executed and delivered each Transaction Document to be performed by them on or prior to the Closing Datewhich it is a party; (c) GM and ▇▇▇▇▇▇ the Sale Order shall have furnished been entered by the Bankruptcy Court in substantially the form contemplated by this Agreement (unless the Sellers and Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President shall have mutually agreed to the effect that the conditions set forth in Sections 10.2(amodify such form) and shall be a Final Order; and (bd) the FCC Consent shall have become a Final Order and all other Governmental Requirements shall have been satisfied; (de) certificates representing the Shares Sellers shall have been, or shall at the Closing be, validly delivered and transferred valid third party consents to the Purchaser, free and clear assignment of any and all Encumbrances; (ethose Real Property Leases set forth in Section 1.1(q)(ii) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit");Seller Disclosure Letter to the extent Purchaser determines that such Real Property Leases require such consent pursuant to the terms thereof. (f) there Purchaser shall not have occurred after completed the date hereof audit contemplated by Section 5.12, and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that such Purchaser's and/or Sellers' auditors shall have agreed to execute any and all actions taken pursuant consents to Section 9.4 and the effects thereof shall be ignored for incorporation of the purposes audited financial statements by Purchaser in any of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements Purchaser's or representations relating to facts that are or will be its Affiliates filings under the control of Securities Act or the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)Exchange Act.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser Purchaser, in whole or in part part, to the extent permitted by Applicable applicable Law): (a) the representations and warranties of GM and ▇▇▇▇▇▇ set forth the Sellers contained in Article IV and Article V herein this Agreement shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made in all respects on and as of the Closing Date (Closing, except for to the extent expressly made as of an earlier date, in which case such representations and warranties made as of a specified date, which need shall be true and correct only in all respects as of the specified such earlier date), except (other than in the each case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect regard to any materiality or similar qualificationqualifications), except for such breaches that in the aggregate do not detract from the value of the Purchased Assets or the Business by an amount greater than or equal to seven and one half percent (7.5%) of the Base Purchase Price, and the Purchaser shall have received a certificate signed by an authorized officer of each Seller on behalf of such Seller, dated the Closing Date, to the foregoing effect; (b) the Sellers shall have performed and complied in all material respects with all covenants, obligations and agreements required in this Agreement to be performed or complied with by them prior to or on the Closing Date, and the Purchaser shall have received a certificate signed by an authorized officer of each Seller on behalf of such Seller, dated the Closing Date, to the forgoing effect; (c) the Bankruptcy Court shall have entered the Sale Order, the Sale Order shall be in full force and effect and not had stayed and would shall not have been reversed or modified since the date of its entry, the time provided by applicable Law to appeal or request modification or reconsideration of the Sale Order shall have passed and either (i) no appeals or requests for modifications or reconsideration shall have been filed prior to such time or (ii) in the event any appeal or request has been filed with respect to entry of the Sale Order, the Purchaser shall have determined in good faith that the pendency of such appeal or request, if ultimately successful, could not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured materially detract from the value of the Purchased Assets or the Business or materially increase the Liabilities assumed by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇▇▇▇ shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfiedPurchaser; (d) certificates representing the Shares no Seller Material Adverse Effect shall have been, or shall at the Closing be, validly delivered and transferred occurred with respect to the Purchaser, free and clear of any and all EncumbrancesBusiness or Purchased Assets since the Execution Date; (e) GM shall have provided at the Closing, the Purchaser with an affidavit of non-foreign status that complies with Section 1445 shall acquire one hundred percent (100%) of the Code value of the operating and gross assets of the Business as of the Petition Date (a "FIRPTA Affidavit"including the Purchased Contracts), excluding for the purposes of such determination, any Purchased Assets transferred, assigned or conveyed to the Purchaser that are subject to Preferential Purchase Right(s) , any assets designated by the Purchaser as Excluded Asset or contracts designated by the Purchaser as Excluded Contracts, subject to ordinary course depletion of hydrocarbons since the Petition Date; (f) there during each calendar week (beginning at 12:00 a.m. Monday and ending at 11:59 p.m. Sunday) from the Effective Time until the Closing, the Purchased Assets that are operated by Sellers shall have produced (net to Sellers’ interest in the Purchased Assets) not have occurred after the date hereof and be continuing less than 6,650 barrels of oil (pro-rated for any ▇▇▇▇▇▇ Material Adverse Effect; providedpartial weeks and, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes avoidance of this Section 10.2(fdoubt, excluding any oil equivalents); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant toSellers shall have delivered, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected caused to be adverse delivered, to the Purchaser or any all of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)items set forth in Section 4.2.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Lawapplicable law): (a) the all representations and warranties of GM DES, FMS and ▇▇▇▇▇▇ set forth in Article IV and Article V the Sellers contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of this Agreement DES, FMS and the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of DES, FMS and the Sellers contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made on again at and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)time; (bc) GM DES, FMS and ▇▇▇▇▇▇ the Sellers shall have performed and complied in all material respects with all of their respective obligations hereunder and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (cd) GM and ▇▇▇▇▇▇ the Purchaser shall have been furnished the Purchaser with a certificate certificates (dated the Closing Date signed on its behalf by its Chairman, President or any Vice President and in form and substance reasonably satisfactory to the effect that Purchaser) executed by DES and FMS, and the Sellers (as applicable) certifying as to the fulfillment of the conditions set forth specified in Sections 10.2(a7.1(a), 7.1(b) and (b7.1(c) have been satisfiedhereof; (de) certificates Certificates representing 100% of the Shares Membership Interests shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit")Liens; (f) there shall not have been or occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); andChange; (g) To the extent that the Ruling (i) includes statements or representations relating DES and FMS shall have obtained all consents and waivers referred to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant toin Section 4.6 hereof, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement and the IRS has Sellers Documents; (h) no proceedings by or on behalf of any Governmental Body shall have been instituted or threatened or claim or demand made against DES, FMS or the Sellers, or the Purchaser seeking to restrain or prohibit the consummation of the transactions contemplated hereby, and there shall not notified GM be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or any party otherwise prohibiting the consummation of the transactions contemplated hereby; (i) the Purchaser shall have received the written resignations of each member of DES and FMS, and the Sellers; (j) the waiting period under the HSR Act shall have expired or early termination shall have been granted, as applicable; (k) all Affiliate Loans shall have been repaid to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse DES and FMS prior to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates).Closing Date; and

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Lawapplicable law): (a) all representations and warranties of each of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V the Sellers contained herein not qualified as to materiality shall be true and correct as of the date of this Agreement and in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made on again at and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)time; (b) GM and ▇▇▇▇▇▇ each of the Sellers shall have performed and complied in all material respects with all of their respective obligations hereunder and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ the Purchaser shall have been furnished the Purchaser with a certificate certificates (dated the Closing Date signed on its behalf by its Chairman, President or any Vice President and in form and substance reasonably satisfactory to the effect that Purchaser) executed by each of the Sellers certifying as to the fulfillment of the conditions set forth specified in Sections 10.2(a7.1(a) and (b7.1(b) have been satisfiedhereof; (d) certificates representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all EncumbrancesLiens; (e) GM the closing of the purchase and sale of the ▇▇▇▇▇▇▇▇ Shares pursuant to the ▇▇▇▇▇▇▇▇ Stock Purchase Agreement shall occur simultaneously with the Closing pursuant to this Agreement; (f) there shall not have been or occurred any Material Adverse Change; (g) the Sellers shall have obtained all consents and waivers referred to in Section 4.5(b) and set forth on Schedule 4.5(b) hereof (except for any necessary transfer of FCC radio licenses), in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement; (h) no Legal Proceedings shall have been instituted or threatened or claim or demand made against any of the Sellers, any of the Companies, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (i) the Sellers shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (fj) there the Purchaser shall have received the written resignations of each director of each Company; (k) [intentionally omitted]; (l) each of the Sellers and the Representative shall have executed and delivered the Minority Sellers' Incremental Tax Payment Escrow Agreement; (m) satisfactory completion by the Purchaser of due diligence on each of the Companies including, without limitation, inspection of the properties of the Companies and the Company Vessels, analysis of potential environmental, Tax and other liabilities, review of the Companies' Material Contracts and the other matters identified on the Schedules hereto and to the Employment Matters Side Letter, and review of the financial statements and records of the Companies (it being understood that only if, in the good faith belief of the Purchaser, any such matter or matters, individually or in the aggregate, would be reasonably likely to result in a Material Adverse Effect, the Purchaser may deem the condition contained in this Section 7.1(m) not to have occurred after the date hereof and be continuing any been satisfied); (n) ▇▇▇▇▇▇▇ Material Adverse Effect; provided▇▇▇▇▇▇▇▇, howeveror his legal representatives, that any and all actions taken pursuant to Section 9.4 Gilco, as applicable, shall have executed and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling delivered (i) includes statements or representations relating to facts that are or will be under the control real property lease in substantially the form of Exhibit B hereto (the Purchaser or any of its affiliates or "Real Property Lease") and (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the SplitNon-Off Effective Time, Competition Agreement between ▇▇▇▇▇▇▇ or its affiliates▇▇▇▇▇▇▇▇ and each of the Companies in the form of Exhibit G hereto (the "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Non-Competition Agreement"); (o) GCB and C&C shall each have waived their rights of first refusal in connection with the transactions contemplated by this Agreement; and (p) the Purchaser shall have received a letter from the Companies' insurance broker (the "Companies' Insurance Broker"), such Ruling is in form and substance reasonably satisfactory to the Purchaser, stating that each of the insurance policies set forth on Schedule 4.19 (a) is in full force and the IRS has not notified GM or any party effect, all insurance premiums currently due with respect to this Agreement that the Ruling each such policy has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to paid (the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates"Insurance Letter").

Conditions Precedent to Obligations of the Purchaser. The Purchaser's obligation of the Purchaser to consummate close the transactions contemplated by pursuant to this Agreement is subject to contingent on the fulfillment, on at or prior to the Closing Date, of each of the following conditions to the reasonable satisfaction of the Purchaser in its judgment (which will not be unreasonably exercised), any or all of which conditions may be waived by the Purchaser in writing, in whole or in part to part, by the extent permitted by Applicable Law):Purchaser: (a) the 11.1. The representations and warranties by GLAS, Americas and Holding contained in this Agreement or in any certificate or document delivered by, or at the direction of GM GLAS, Americas or Holding to the Purchaser pursuant to the provisions hereof shall be true in all material respects at and as of the time of the Closing as though such representations and warranties were made at and as of such time. 11.2. GLAS, Americas and Holding shall have performed and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing. 11.3. The Purchaser shall have received a certificate signed by the President of Holding, the Vice President of Americas and the President and Chief Executive Officer of GLAS and dated the Closing Date in substantially the form attached hereto as Exhibit G, to the effect that the conditions specified in SECTIONS 11.1 through 11.2 inclusive have been fulfilled. 11.4. Subject to the provisions of ▇▇▇▇▇▇▇ ▇.▇, ▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇ and the Purchaser shall have obtained the consent or clearance, in form and substance 36 satisfactory to the Purchaser, of the required governmental bodies and third parties as listed on SCHEDULE 6.9 and SCHEDULE 7.5 for the conclusion of the transactions contemplated by this Agreement and such consents shall not be subject to the satisfaction of any condition that has not been satisfied or waived and shall be in full force and effect; PROVIDED, HOWEVER, that notwithstanding the provisions of SECTION 8.9, the Purchaser's obligation to close the transactions pursuant to this Agreement is contingent on the GeoLogistics Group obtaining, prior to the Closing, all required consents for the assignment by GLAS to the Purchaser of all of the customer agreements and other agreements listed on SCHEDULE 11.4. 11.5. The waiting period applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated and all necessary clearances pursuant to the HSR Act shall have been obtained, and there shall be no Order or Regulation restricting, enjoining or making illegal the closing of the transactions contemplated under this Agreement which could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to the Purchaser, and there shall not be pending or threatened any action or proceeding in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to the Purchaser or the transactions contemplated by this Agreement of any such Regulation. 11.6. The Purchaser shall have received the following: 11.6.1. The duly executed ▇▇▇▇ of Sale. 11.6.2. Certificates from the Secretary of State of Delaware, dated at or about the Closing Date, to the effect that each of GLAS and Holding is in good standing under the laws of the state of Delaware. 11.6.3. A secretary's certificate for each of GLAS, Americas and Holding dated at or about the Closing Date in substantially the form attached hereto as EXHIBIT H. 11.6.4. The opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to GLAS and Holding, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser. 11.6.5. Subject to the provisions of SECTION 8.9, for each of the Facility Leases, an estoppel certificate, a consent to assignment from the lessor thereunder in form and substance reasonably satisfactory to the Purchaser. 11.6.6. The duly executed Escrow Agreement. 11.6.7. If Holding and Americas have elected to cause GLAS to merge with Americas as contemplated by the second proviso of SECTION 8.2.1, a copy of the Certificate of Merger certified by the Secretary of State of the State of Delaware evidencing that such merger has been consummated. 11.7. The employment agreement between the Purchaser (or its subsidiary) and ▇▇▇▇▇▇▇ set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇. ▇▇▇▇▇▇ Material Adverse Effect that cannot executed on or prior to the date hereof and effective as of the Closing Date shall be cured by the Outside Date andin full force and effect, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇. ▇▇▇▇▇▇ shall have performed not be in all material respects all breach thereof and shall not be disabled in a manner that renders him incapable of their respective obligations hereunder to be performed by them performing his duties under such employment agreement or deceased on or prior to the Closing Date;. (c) GM and ▇▇▇▇▇▇ 11.8. The Purchaser shall have furnished received certificates of each of the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President Chief Financial Officers of Americas and Holding certifying that after giving effect to the effect that transactions contemplated by this Agreement, Holding, Americas and GLAS, respectively, will be solvent. 11.9. All of the conditions set forth in Sections 10.2(a) and (b) items listed on SCHEDULE 6.17 shall have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered transferred and transferred assigned to the PurchaserGLAS, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse EffectLiens; provided, howeverPROVIDED, that any and all actions taken pursuant to Section 9.4 and the effects thereof this SECTION 11.9 shall be ignored deemed to be satisfied for the all purposes of this Section 10.2(f); andAgreement in the event of any merger of GLAS with Americas pursuant to the second proviso of SECTION 8.2.1. (g) To 11.10. GLAS, Americas or Holding shall have delivered to the Purchaser all of the exhibits and schedules required herein to be delivered by GLAS, Americas or Holding, and copies of the documents referred to therein to the extent that the Ruling (i) includes statements or representations relating required to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory delivered to the Purchaser, each duly executed, if required, and such exhibits, schedules and documents shall have been reasonably acceptable to the IRS has not notified GM Purchaser. All proceedings to be taken on the part of GLAS, Americas or any party to Holding in connection with the transactions contemplated by this Agreement that the Ruling has been withdrawn, invalidated or modified and all documents incident thereto shall be reasonably satisfactory in any manner that is or would reasonably be expected to be adverse form and substance to the Purchaser or any and the Purchaser shall have received copies of its affiliates (or, for periods after all such documents and other evidences as Purchaser may reasonably request in order to establish the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)consummation of such transactions and the taking of all proceedings in connection therewith.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable applicable Law): (a) the all representations and warranties of GM the Company contained herein that are qualified as to materiality shall be true and ▇▇▇▇▇▇ set forth in Article IV correct, and Article V all representations and warranties of the Company contained herein that are not qualified as to materiality shall be true and correct as of the date of this Agreement and in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made on again at and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)time; (b) GM and ▇▇▇▇▇▇ the Company shall have performed and complied in all material respects with all of their respective obligations hereunder and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ there shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) not have been satisfiedor occurred any Material Adverse Change; (d) certificates the Purchaser shall have received a certificate (dated the Closing Date and substantially in the form of Exhibit I) executed by, or on behalf of the Company certifying as to the fulfillment of the conditions specified in Sections 7.1 (a), 7.1(b) and 7.1(c) hereof; (e) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Company or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (f) the Escrow Agreement substantially in the form of Exhibit F attached to this Agreement shall have been executed and delivered by the Company and each party thereto (other than the Purchaser), and there shall exist no breach of any representation or warranty or default of any obligation by any party thereto (other than the Purchaser); (g) Certificates representing the 145,000 Preferred Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, Escrow Agent free and clear of any and all EncumbrancesLiens; (eh) GM the Note Purchase Agreement substantially in the form of Exhibit L attached to this Agreement, shall have provided been executed and delivered by each party thereto (other than the Purchaser with an affidavit Purchaser), and there shall exist no breach of non-foreign status that complies with Section 1445 any representation or warranty or default of any obligation by any party thereto (other than the Code (a "FIRPTA Affidavit"Purchaser); (fi) the Notes (as defined in the Note Purchase Agreement), duly endorsed by the payee thereof for transfer, shall have been delivered to the Escrow Agent by the payee in accordance with the Note Purchase Agreement; (j) the Trust Receipt, Irrevocable Instructions and Irrevocable Proxy substantially in the form of Exhibit B attached to this Agreement, shall have been executed and delivered by each party thereto, and there shall not have occurred after the date hereof and be continuing exist no breach of any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that representation or warranty or default of any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); andobligation by any party thereto; (gk) To certificates representing the extent that shares of Common Stock set forth opposite the Ruling (i) includes statements or representations relating to facts that are or will be under the control name of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party each Major Stockholder on Exhibit A attached to this Agreement that the Ruling has shall have been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse delivered to the Trustee by the Major Stockholders in accordance with the Trust Receipt, Irrevocable Instruction and Irrevocable Proxy, each of which is either endorsed in blank for transfer or accompanied by an irrevocable stock power separate from certificate in blank and releases in the form attached to the Trust Receipt, Irrevocable Instruction and Irrevocable Proxy; (1) the Purchaser or any shall have received an opinion of its affiliates (or, for periods after counsel to the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates).Company substantially in the form of Exhibit E attached to this Agreement;

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by purchase of the Acquired Assets under this Agreement is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):conditions: (a) the All representations and warranties of GM and ▇▇▇▇▇▇ set forth the Seller to the Purchaser contained in Article IV and Article V herein this Agreement or in any schedule, certificate, or document delivered by the Seller to the Purchaser pursuant to the provisions hereof shall be true and correct in all material respects as of the date time of this Agreement and the Closing with the same effect as though made at and as of that time; and the Seller shall have delivered to Purchaser a certificate executed on behalf of the Seller dated the Closing Date as though made on to such effect; (b) The Seller shall have performed and as complied in all material respect with all obligations and covenants required by this Agreement to be performed or complied with by the Seller prior to or at the Closing; (c) On the Closing Date, no action is threatened or pending challenging or otherwise relating to the transactions provided for herein or which may affect the business of the Seller in a manner which is materially adverse; (d) The Seller shall have delivered to Purchaser: (i) a certificate of the Secretary of the Seller certifying (x) the incumbency and genuineness of signatures of all officers of the Seller executing this Agreement, any document delivered by the Seller at the Closing Date and any other document, instrument or agreement executed in connection herewith and (except for representations y) the truth and warranties made correctness of resolutions of the Seller and the Seller's stockholders, if applicable, authorizing the entry by the Seller into this Agreement and the transactions contemplated hereby; and (ii) a certificate of corporate good standing and legal existence of the Seller as of a specified date, which need be true and correct only as recent date from the Secretary of State of the specified date)State of Michigan. (e) The Seller shall have received all consents, except (approvals, assignments, licenses, permits, orders and other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability authorizations necessary to consummate the transactions contemplated by this Agreement including the GM Transaction Agreements; providedsale of the Acquired Assets, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on transfer of the representations and warranties Transferred Contracts, unless waived by Purchaser. (f) Each of GM and Jeff▇▇▇ ▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇ Robe▇▇ ▇▇▇▇▇▇ da shall have performed executed and delivered to Purchaser an employment agreement in all material respects all substantially the form of their respective obligations hereunder to be performed by them on or prior to EXHIBIT E attached hereto (the Closing Date; (c) GM and ▇▇▇▇▇▇ shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA AffidavitEmployment Agreements"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates).

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement Amendment is subject to the fulfillment, on or prior to the Closing Date, satisfaction of each of the following conditions; provided that these conditions (any or all of which are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in whole or in part to its sole discretion by providing the extent permitted by Applicable Law):Seller with prior written notice thereof: (a) No order of any court, arbitrator or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Amendment. (b) The representations and warranties of GM the Seller contained in Section 7 shall be true and correct in all material respects as of the date when made and as of the Closing Date. (c) The Purchaser shall have received from The Nasdaq Stock Market LLC (“Nasdaq”) written confirmation that Nasdaq has completed its review of the Listing of Additional Shares Notification Form submitted by the Purchaser to Nasdaq in connection with the proposed issuance of (collectively, the “Confirmation”): (i) the Conversion Shares and the Additional Repayment Shares pursuant to this Amendment, and (ii) shares of Purchaser Common Stock to be issued by the Purchaser pursuant to a Third Amendment to Conditional Share Purchase Agreement and Conversion Agreement to be entered into between the Purchaser and each of Midroc Invest AB and Xenella Holding AB (the “Other Sellers”) on the date hereof (collectively, the “Other Amendments”). (d) The Closing (as defined in each Other Amendment) shall occur substantially contemporaneously with the Closing. (e) The Company and each of the Seller and ▇▇. ▇▇▇▇▇▇▇▇ set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by -Amoudi (the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b“Noteholders”) GM and ▇▇▇▇▇▇ shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to entered into those certain Note Agreements (the Closing Date; (c) GM and ▇▇▇▇▇▇ shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates“Note Agreements”).

Conditions Precedent to Obligations of the Purchaser. The Purchaser's obligation of the Purchaser to consummate close the transactions contemplated by pursuant to this Agreement is subject to contingent on the fulfillment, on at or prior to the Closing Date, of each of the following conditions to the reasonable satisfaction of the Purchaser in its judgement (which judgement will not be unreasonably exercised), any or all of which conditions may be waived by the Purchaser in writing, in whole or in part to part, by the extent permitted by Applicable Law):Purchaser: (a) the 12.1. The representations and warranties by CAS and Holding contained in this Agreement or in any certificate or document delivered by, or at the direction of GM CAS or Holding to the Purchaser pursuant to the provisions hereof shall be true at and as of the time of the Closing as though such representations and warranties were made at and as of such time. 12.2. CAS and Holding shall have performed and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing. 12.3. CAS or Holding shall have delivered to the Purchaser all of the exhibits and schedules required herein to be delivered by CAS or Holding, and copies of the documents referred to therein, each duly executed, if required, and such exhibits, schedules and documents shall have been reasonably acceptable to the Purchaser. 12.4. All of the items listed on SCHEDULE 7.16 shall have been transferred and assigned to CAS, free and clear of all Liens. 12.5. The Purchaser shall have received a certificate signed by the President of Holding and the Executive Vice President of CAS and dated the Closing Date, to the effect that the conditions specified in Sections 12.1 through 12.4 inclusive have been fulfilled. 12.6. Subject to the provisions of Section 9.11, Holding, CAS and the Purchaser shall have obtained the consent or clearance, in form and substance satisfactory to the Purchaser, of the required governmental bodies and third parties as listed on SCHEDULE 7.9 and SCHEDULE 8.4 for the conclusion of the transactions contemplated by this Agreement and such consents shall not be subject to the satisfaction of any condition that has not been satisfied or waived and shall be in full force and effect; PROVIDED, HOWEVER, that notwithstanding the provisions of Section 9.11, the Purchaser's obligation to close the transactions pursuant to this Agreement is contingent on the Amertranz Group obtaining, prior to the Closing, all required consents for the assignment by CAS to the Purchaser of all of the customer agreements listed on SCHEDULE 7.19. 12.7. The waiting period applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated and all necessary clearances pursuant to the HSR Act shall have been obtained, and there shall be no Order or Regulation restricting, enjoining or making illegal the closing of the transactions contemplated under this Agreement which could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to the Purchaser, and there shall not be pending or threatened any action or proceeding in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to the Purchaser or the transactions contemplated by this Agreement of any such Regulation. 12.8. The Purchaser shall have received the following: 12.8.1. No later than 15 days before the Closing Date, CAS's unaudited monthly interim financial statements for the periods April 1, 1998 through the last day of the month ending more than 30 days prior to the Closing Date, each certified by the chief financial officer of Holding and each prepared in accordance with GAAP applied on a consistent basis with prior periods, except that such unaudited financial statements will not contain footnotes and will contain reasonable estimates, subject to adjustment, of accruals, deferrals, and reserves consistent with past practices. 12.8.2. The duly executed ▇▇▇▇ of Sale. 12.8.3. Certificates from the Secretary of State of Delaware, dated at or about the Closing Date, to the effect that each of CAS and Holding is in good standing under the laws of the state of Delaware. 12.8.4. An incumbency certificate for each of CAS and Holding dated at or about the Closing Date. 12.8.5. The opinion of ▇▇▇▇▇▇, Feinblatt, Rothman, Hoffberger & ▇▇▇▇▇▇▇▇▇, LLC, counsel to CAS and Holding, dated the Closing Date, in the form attached hereto as EXHIBIT F. 12.8.6. The opinion of Potter ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to Amertranz, to the effect that the performance of this Agreement by CAS and Holding is not required to be approved by Holding's shareholders under the General Corporation Law of the State of Delaware. 12.8.7. Subject to the provisions of Section 9.11, for each of the Facility Leases, an estoppel certificate and consent to assignment from the lessor thereunder in form and substance reasonably satisfactory to the Purchaser. 12.8.8. The duly executed Escrow Agreement. 12.8.9. The certificates of the Chief Financial Officer of CAS and the Chief Financial Officer of Holding in form and substance satisfactory to the Purchaser certifying that after giving effect to the transactions contemplated by this Agreement, Holding and CAS will be solvent. 12.9. The employment agreement between the Purchaser (or its subsidiary) and ▇▇▇▇▇▇▇ set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇. ▇▇▇▇▇▇ Material Adverse Effect that cannot referred to in Section 13.2, shall be cured by the Outside Date andin full force and effect, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇. ▇▇▇▇▇▇ shall have performed not be in all material respects all of their respective obligations hereunder to be performed by them on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)breach thereof.

Conditions Precedent to Obligations of the Purchaser. The Purchaser’s obligation to accept delivery of the Purchaser stock certificates described in Section 3(c) hereof and to consummate pay for the transactions contemplated by this Agreement is Shares evidenced thereby at each of the First Tranche Closing and the Second Tranche Closing shall be subject to the fulfillmentfollowing conditions, on any one or prior to the Closing Date, of each of the following conditions (any or all more of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):Purchaser: (a1) each of the representations and warranties of GM the Company made herein shall be accurate in all material respects (except for such representations and ▇▇▇▇▇▇ set forth in Article IV and Article V herein warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and at and as of the First Tranche Closing Date or the Second Tranche Closing Date, as though made on and as of the Closing Date (case may be, except for any such representations and warranties made as of that expressly relate to a specified date, in which need case, as of such specified date; (2) the fulfillment in all material respects of those undertakings of the Company to be true and correct only fulfilled prior to the First Tranche Closing Date or the Second Tranche Closing Date, as the case may be; (3) the delivery to the Purchaser of a certificate executed by the chief executive officer of the Company, dated as of the specified date)First Tranche Closing Date or the Second Tranche Closing Date, except (other than in as the case of Section 4.6 hereof) may be, to the extent effect that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ the Company set forth in Article IV 5 hereof are true and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇▇▇▇ shall have performed correct in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of their respective obligations hereunder the date of this Agreement and as of the First Tranche Closing Date or the Second Tranche Closing Date, as the case may be, except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date, (except for such changes or modifications as are specified therein) and that the Company has, in all material respects, complied with all the agreements and satisfied all the conditions herein on its part to be performed by them or satisfied on or prior to the First Tranche Closing Date or the Second Tranche Closing Date, as the case may be; (c4) GM and ▇▇▇▇▇▇ no proceeding challenging this Agreement or any of the Agreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the either of the Closings shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairmanbeen instituted or shall be pending before any court, President arbitrator or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfiedgovernmental body, agency or official; (d5) certificates representing the sale of Shares shall have been, not be prohibited by any applicable law or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances;governmental order or regulation; and (e6) GM the Common Stock shall have provided the Purchaser with be listed for trading or quoted on an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 Eligible Market and the effects thereof shall be ignored Purchased Shares duly approved for listing or quotation thereon. For the purposes of this Section 10.2(f4(b)(6); and , “Eligible Market” shall mean (gA) To the extent that Nasdaq Global Select Market, (B) the Ruling Nasdaq Global Market, (iC) includes statements or representations relating to facts that are or will be under The Nasdaq Capital Market, (D) the control of New York Stock Exchange, Inc., (E) the Purchaser or any of its affiliates American Stock Exchange or (iiF) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)OTC Bulletin Board.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate purchase the transactions contemplated by this Agreement is Shares to be issued at the Closing is, at the option of the Purchaser, subject to the fulfillment, on satisfaction or prior to the Closing Date, of each waiver of the following conditions (any or all of which may be waived by conditions: 5.1.1. Company shall deliver to the Purchaser in whole or in part to the extent permitted by Applicable Law):following: (a) Certificates for the Shares to be purchased by the Purchaser. (b) A certification of the Secretary of Company, as to (i) the names of all officers and directors of Company, and indicating the offices held by all such officers and the signatures of all such officers executing this Agreement on behalf of Company and (ii) resolutions of the Board of Directors of Company authorizing the entry by Company into this Agreement and the performance by Company of its obligations hereunder. 5.1.2. All of the representations and warranties of GM and ▇▇▇▇▇▇ set forth Company contained in Article IV and Article V herein this Agreement shall be true and correct as of the date hereof and shall be deemed to have been made again at Closing and shall then be true and correct. 5.1.3. Each of the covenants and other obligations of Company to be performed by Company on or before Closing pursuant to the terms hereof shall have been duly performed and complied with in all material respects. 5.1.4. All consents, approvals and authorizations which, in the opinion of the Purchaser, are required in connection with the execution, delivery and performance of this Agreement and at and as the consummation of the Closing Date as though made on transactions contemplated herein shall have been obtained (whether from governmental authorities or other persons) and as shall be in form and substance satisfactory to the Purchaser. 5.1.5. There shall have been no material adverse change in the business, financial condition or results of operations of Company from that reflected in the financial statements set forth in Section 3.1.6 of the Closing Date (except for representations and warranties made Disclosure Schedule. 5.1.6. Except as of a specified date, which need be true and correct only as set forth in Section 3.1.8 of the specified date)Disclosure Schedule, except (other than in the case of Section 4.6 hereof) to the extent that all no claim, action, suit or proceeding shall be pending or threatened against any of the breaches parties hereto which, if adversely determined, might prevent or hinder consummation of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by this Agreement, result in a payment of substantial damages as a result of such transactions or otherwise impair the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇▇▇▇ shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)benefits contemplated hereby.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable applicable Law): (a) 7.1.1 the representations and warranties of GM the Company and ▇▇▇▇▇▇ set forth the Sellers contained in Article IV and Article V herein this Agreement shall be (a) in the case of the Fundamental Representations, true and correct as of the date of this Agreement and at and as of the Closing Date Date, as though made on and as of the Closing Date (except for to the extent such representations and warranties made expressly relate to an earlier date, in which case as of a specified such earlier date), which need and (b) in the case of all other representations and warranties, shall be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualificationMaterial Adverse Effect qualifications set forth therein) have as of the Closing Date, as though made on the Closing Date (except to the extent such representation and warranty expressly relates to an earlier date, in which case as of such earlier date) except where the failure of any such representation and warranty, to be true and correct has not had had, and would not reasonably be expected to result have, individually or in the aggregate, a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by Effect; 7.1.2 the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 Company and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇▇▇▇ Sellers shall have performed and complied in all material respects with all of their respective obligations hereunder and covenants required by this Agreement to be performed performed, or complied with, by them on at or prior to the Closing DateClosing; (c) GM and ▇▇▇▇▇▇ 7.1.3 the Purchaser shall have been furnished the Purchaser with a certificate certificates (dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth and in Sections 10.2(a) form and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is substance reasonably satisfactory to the Purchaser) executed by (a) the chief executive officer and chief financial officer of the Company and (b) the Sellers certifying as to the fulfillment of the conditions specified in Section 7.1.1 and 7.1.2; 7.1.4 no Legal Proceedings commenced by a Governmental Body shall be pending or threatened in writing (which remains outstanding and unresolved) against the Sellers, the Company or the Purchaser seeking to restrain, enjoin, or prohibit the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction prohibiting the IRS has not notified GM consummation of the transactions contemplated hereby; 7.1.5 except as contemplated by Section 7.1.6, no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or shall reasonably be likely to have the effect of making the consummation of the transactions contemplated hereby illegal; and 7.1.6 the waiting periods (including any party extensions thereof) applicable to the transactions contemplated by this Agreement that under the Ruling has HSR Act and any other applicable Antitrust Law shall have expired or been withdrawnterminated, invalidated and all other material consents, approvals, Orders or modified in authorizations of, or registration, declaration or filing with, any manner that is or would reasonably be expected Governmental Body legally required to be adverse obtained or made under any Antitrust Law for the consummation of the transactions contemplated hereby shall have been obtained or made; and 7.1.7 The Sellers shall have delivered the items required pursuant to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)Section 8.1.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate purchase the transactions contemplated by this Agreement Preferred Shares is subject to the fulfillmentsatisfaction or waiver by the Purchaser, on at or prior to the Closing DateClosing, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):conditions: (ai) the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V the Company contained herein shall be true and correct as of the date of this Agreement and at when made and as of the Closing Date as though made on and as of the Closing Date at that time (except for that representations and warranties that are made as of a specified date, which specific date need be true and correct only as of the specified such date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (bii) GM and ▇▇▇▇▇▇ the Company shall have performed performed, satisfied and complied in all material respects with all of their respective obligations hereunder covenants, agreements and conditions required by this Agreement and the Associated Agreements (as hereinafter defined) to be performed performed, satisfied or complied with by them on the Company at or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ shall have furnished including its obligation to make the Purchaser with a certificate dated the Closing Date signed on its behalf deliveries contemplated by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"1.2(c)(i)); (fiii) there the purchase of and payment for the Preferred Shares (and upon conversion thereof, the Common Stock) hereunder shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation; (iv) trading in the Common Stock shall not have occurred after been suspended by the date hereof United States Securities and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; providedExchange Commission (the “SEC”) or The NASDAQ Stock Market; (v) the Purchaser shall have received a certificate, howeverdated the Closing Date, signed by the Secretary or an Assistant Secretary of the Company and certifying that any attached thereto is a true, correct and all actions taken pursuant to Section 9.4 complete copy of resolutions duly adopted by the Board of Directors of the Company, or a duly authorized committee thereof, authorizing the execution and delivery of this Agreement and the effects thereof shall be ignored for issuance and sale of the purposes of this Section 10.2(f)Preferred Shares and the Common Stock issuable upon conversion thereof; and (gvi) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any shall have received the legal opinion, addressed to it and dated the Closing Date, from the internal legal counsel for the Company, substantially in the form of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates).Exhibit E.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following additional conditions (any or all of which may be waived by the Purchaser Purchaser, in its sole discretion, in whole or in part to the extent permitted by Applicable applicable Law): (a) (i) the representations and warranties of GM in Section 3.1, Section 3.2, Section 3.3(a), Section 3.3(b), Section 3.5(a) and ▇▇▇▇▇▇ set forth Section 3.5(b) (the foregoing representations and warranties, collectively, the “Company Fundamental Warranties”) and the representations and warranties in Article IV Section 4.1, Section 4.2, Section 4.3(a) and Article V herein Section 4.4 (the foregoing representations and warranties, collectively, the “Selling Shareholder Fundamental Warranties”) shall be true and correct as of the date of this Agreement and at in all respects when made and as of the Closing Date with the same force and effect as though if made on as of the Closing, except to the extent such representations and warranties relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date), and (ii) the representations and warranties set forth in Article III and Article IV (other than those representations and warranties enumerated in this Section 7.2(a)(i)) (A) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, and (B) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and as of the Closing Date with the same force and effect as if made as of the Closing, in each case of (except for A) and (B), other than such representations and warranties made as of a specified date, that relate to another date (in which need case such representations and warranties shall be true and correct only in all respects as of such other date with the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches same force and effect as if made as of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(aother date); (b) GM and ▇▇▇▇▇▇ (i) the Company shall have performed and complied with, or caused the performance of and compliance with, the obligations under the Carve-out Plan to be performed or complied with on or prior to the Closing Date, and (ii) each of the Company and the Selling Shareholders shall have performed and complied with, in all material respects all respects, each of their respective the obligations hereunder and agreements required by this Agreement to be performed or complied with by them such Party on or prior to the Closing Date; (c) GM from and ▇▇▇▇▇▇ after the date hereof, there shall have furnished been no change, event, effect or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (d) the Purchaser with shall have received a certificate signed by an authorized signatory of the Company and each Selling Shareholder, dated the Closing Date signed on its behalf by its ChairmanDate, President or any Vice President to the effect certifying that the conditions set forth in Sections 10.2(aSection 7.2(a), Section 7.2(b) and (bSection 7.2(c) have been satisfied; (de) certificates representing the Shares memorandum and articles of association of the Company shall have been, or shall at been duly amended and restated in the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 form of the Code (a "FIRPTA Affidavit")Amended Articles; (f) there each Outgoing Director shall not have occurred after resigned as a member of the date hereof board of directors of the Company (and be continuing as officer, director, and/or supervisor of all other Group Companies if such Outgoing Director also serves any such position), and the Purchaser Director shall have been duly appointed to the board of directors of the Company; (g) the Purchaser shall have received duly executed resignation and release letters, dated as of the Closing Date and in the form of Exhibit B, duly executed by each of the existing directors of the HK Subsidiaries evidencing their resignation as members of the board of directors of the Company (and as officer, director, supervisor and/or observer of all other Group Companies if such person also serves any such position); (h) the Purchaser shall have received (A) equity transfer agreements, dated as of the Closing Date, duly executed and delivered by each of the Outgoing Domestic Company Shareholders transferring their entire entity interests in the Domestic Company to the Purchaser Domestic Company Shareholder, (B) an amendment to the existing articles of association of the Domestic Company to reflect the transfer of equity interests, (C) a resolution or written decision from the shareholder(s) of the Domestic Company approving the change of shareholders and amendment of the articles of association, (D) application form(s) issued by and reasonably obtainable from the local counterpart of State Administration of Industry and Commerce for the change of shareholders, and the amendment to the articles of association, duly executed by the Domestic Company’s existing legal representative and affixed with its company seal, (E) termination agreement, dated as of the Closing Date, duly executed and delivered by each of the Outgoing Domestic Company Shareholders, the Domestic Company and the WFOE terminating the Control Documents to which any of the Outgoing Domestic Company Shareholders is a party, (F) a resolution or written decision from the shareholders of each of the Domestic Company and the WFOE approving the termination of the Control Documents, and (G) application documents and form(s) required by and reasonably obtainable from the local counterpart of the State Administration of Industry and Commerce for de-registration of equity interest pledge contemplated under the Control Documents, duly executed by each of the existing shareholders of the Domestic Company. (i) the Purchaser shall have received, with respect to each Domestic Subsidiary and the Domestic Company, (A) signed resignation letter from the existing legal representative, the existing board chairman and the existing directors(or the existing executive director) and the existing supervisor of such Person, expressed to take effect from the Closing; (B) a resolution or written decision from the shareholder(s) of each such Person approving (i) the removal of the existing legal representative, chairman of the board of directors and directors (or executive director), and supervisor of such Person; and (ii) the appointment of the Purchaser’s nominees as the legal representative, the board chairman, the directors, and the supervisor of such Person, expressed to take effect from the Closing; and (C) application documents and form(s) required by and reasonably obtainable from the local counterpart of the Ministry of Commerce (as applicable) and the State Administration of Industry and Commerce for the change of legal representative, board chairman and directors (or executive director) and supervisor, the amendment to the articles of association, signed by its existing legal representative and affixed with its company seal; (j) the Purchaser shall have received (i) from C▇▇▇▇▇▇ Material Adverse Effect; providedD▇▇▇ & P▇▇▇▇▇▇, however, that any and all actions taken pursuant Cayman Islands counsel to Section 9.4 the Company and the effects thereof shall be ignored for Selling Shareholders, a legal opinion in form and substance reasonably satisfactory to the purposes Purchaser; and (ii) from Fangda Partners, PRC counsel to the Company and the Selling Shareholders, a legal opinion in form and substance reasonably satisfactory to the Purchaser, in each case of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating and (ii), addressed to facts that are or will be under the control Company and dated as of the Closing Date; (k) the Purchaser or shall have received a written confirmation from each of the Persons that transferred any of its affiliates or the equity interests in the Domestic Company (ii) is relevant toother than M▇. ▇▇▇▇ Weixing in connection with the transfer of equity interest in the Domestic Company held by him pursuant to a transfer agreement dated as of August 10, or creates any actual or potential obligations 2007 and a transfer agreement dated as of or limitations onAugust 24, the Purchaser or any of its affiliates (or2007, for periods after the Split-Off Effective Time, in each case by and between M▇. ▇▇▇▇ W▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, Mr. L▇▇▇▇ ▇▇▇▇▇▇ ▇▇) to any other Person prior to the date hereof, acknowledging that the consideration payable to him/her for the transfer of such equity interests have been waived by him/her and he has no rights in or its affiliates)claim to such transferred equity interests; and (l) all domain names set forth under Schedule F shall have been transferred to a Group Company without consideration.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by purchase of the Acquired Assets under this Agreement is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law):conditions: (a) the All representations and warranties of GM the Seller to the Purchaser contained in this Agreement or in any schedule, certificate, or document delivered by the Seller to the Purchaser pursuant to the provisions hereof shall be true and correct in all material respects as of the time of the Closing with the same effect as though made at and as of that time; (b) The Seller shall have performed and compiled in all material respect with all obligations and covenants required by this Agreement to be performed or complied with by the Seller prior to or at the Closing; (c) On the Closing Date, no action is threatened or pending challenging or otherwise relating to the transactions provided for herein or which may affect the Seller, the Business or the Assets in a manner which is materially adverse; (d) All corporate and other actions and proceedings by the Seller in connection with the transactions contemplated hereby, and all board and shareholder resolutions, documents and instruments incidental thereto, shall be reasonably satisfactory in form and substances to counsel for the Purchaser, and the Purchaser shall have received all such resolutions, documents and instruments, or copies thereof, as its counsel shall have reasonably requested; (e) The Seller shall have received (and there shall be in full force and effect) all consents, approvals, licenses, permits, orders and other authorizations of, and shall have made (and there shall be in full force and effect) all such filings, registrations, qualifications and declarations with, any Person pursuant to any applicable law, statute, ordinance regulation or rule or pursuant to any agreement, order or decree to which the Seller is a party or to which it is subject, in connection with the transactions contemplated by this Agreement and the sale of the Acquired Assets including but not limited to the consent of Xoom Software, Inc. and Digital River, Inc. (f) Each of Art Holden and Jame▇ ▇▇▇▇▇▇▇ set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ Material Adverse Effect that cannot be cured by ll have executed and delivered to Purchaser an employment agreement in substantially the Outside Date and, in form of Exhibit D attached hereto (the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction "Employment Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and ▇▇▇▇▇▇ shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to the Closing Date; (c) GM and ▇▇▇▇▇▇ shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and. (g) To the extent that the Ruling (i) includes statements or representations relating The Purchaser shall have completed to facts that are or will be under the control its satisfaction its legal, financial and accounting due diligence of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations onSeller, the Purchaser or any of its affiliates Assets and the Business. (orh) There shall not have been, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to in the Purchaser's reasonable judgment, and any material adverse change in the IRS has not notified GM Business, operations, assets, financial condition or any party to this Agreement that prospects of the Ruling has been withdrawnSeller, invalidated the Business or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)Assets.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable applicable Law): (a) the all representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V the Company contained herein shall be true and correct as of the date of this Agreement and at on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date); provided, except (other than in the case of Section 4.6 hereof) however, that this condition shall be deemed satisfied with respect to the extent that all representations and warranties of the breaches Company contained herein unless all failures of such representations and warranties collectively to be so true and correct (without giving effect to any materiality materiality, Company Material Adverse Effect or similar qualification) qualification thereof), in the aggregate, have not had and had, or would not reasonably be expected to result in have, a ▇▇▇▇▇▇ Company Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)Effect; (b) GM and ▇▇▇▇▇▇ the Company shall have performed in and complied with all material respects all of their respective obligations hereunder and covenants required by this Agreement to be performed or complied with by them it on or prior to the Closing Date; provided, however, that this condition shall be deemed satisfied with respect to all obligations and covenants unless all failures to perform and comply with such obligations and covenants (without giving effect to any materiality, Company Material Adverse Effect or similar qualification thereof), in the aggregate, have had, or would reasonably be expected to have, a Company Material Adverse Effect; (c) GM and ▇▇▇▇▇▇ the Purchaser shall have been furnished the Purchaser with a certificate certificates (dated the Closing Date signed on its behalf by its Chairman, President or any Vice President and in form and substance reasonably satisfactory to the effect that Purchaser) executed by the Chief Executive Officer and the General Counsel of the Company certifying as to the fulfillment of the conditions set forth specified in Sections 10.2(aSection 8.2(a) and (bSection 8.2(b) have been satisfiedhereof; (d) certificates representing there shall not have occurred since the Shares shall have beendate of this Agreement any natural catastrophe, act of terrorism, act of war, act of God, international calamity or emergency, or shall at material suspension or limitation of trading of shares on the Closing beNew York Stock Exchange or Euronext Paris that, validly delivered individually or in the aggregate, have had or caused or could reasonably be expected to have or cause (i) a material adverse effect on the business, assets, properties, results of operations or condition (financial or otherwise) of the Company and transferred its Subsidiaries, taken as a whole, or (ii) a material adverse effect on the ability of the Purchaser or the Company to consummate the Purchasertransactions contemplated by this Agreement or perform its obligations under this Agreement by December 31, free and clear 2005 or of any and all Encumbrancesthe Company to be fully liquidated within a reasonable period of time after Closing; (e) GM the Purchaser Required Approvals shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit");been obtained or made and shall be in full force and effect; and (f) there shall not have occurred after be in effect any applicable Law or Order by a Governmental Authority of competent jurisdiction binding on the date hereof and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; providedPurchaser that restrains, howeverenjoins or otherwise prohibits the consummation of the transactions contemplated hereby, that any and all actions taken pursuant or imposes material modifications to Section 9.4 and the effects thereof shall be ignored for structure of the purposes of this Section 10.2(f); and (g) To the extent that the Ruling transactions contemplated hereby or material restrictions thereon (i) includes statements issued by any Governmental Authority of the European Union or representations relating any member state thereof or the United States or (ii) issued by any other jurisdiction, and, in the case of this clause (ii), the violation of which (A) has or could reasonably be expected to facts that are have (x) a material adverse effect (determined with reference to the costs or will benefits of the Purchaser in connection with the Transaction) on the business, assets, properties, results of operations or financial condition of the Purchaser and its Subsidiaries or (y) a Purchaser Material Adverse Effect or (B) could reasonably be under the control expected to result (as determined in good faith after consultation with counsel) in personal liability of directors or executive officers of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)Subsidiaries.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable applicable Law): (a) the all representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V herein the Sellers made hereunder shall be true and correct as of the date of this Agreement and at and as of the Closing Date Date, with the same force and effect as though made on at and as of the Closing Date (except for representations and warranties to the extent that any representation or warranty is made as of a specified date, in which need case such representation or warranty shall be true and correct only as of the specified such date), without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein, except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches any inaccuracy or breach of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a ▇▇▇▇▇▇ have Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and ▇▇▇▇▇▇ set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a)Effect; (b) GM and ▇▇▇▇▇▇ each of the Sellers shall have performed and complied in all material respects with all of their respective obligations hereunder the undertakings and agreements required by this Agreement to be performed or complied with by them on or it prior to or at the Closing Date; (c) GM and ▇▇▇▇▇▇ the Purchaser shall have been furnished the Purchaser with a certificate of the Sellers, dated as of the Closing Date signed on its behalf by its ChairmanDate, President or any Vice President certifying to the effect that the conditions set forth contained in Sections 10.2(aSection 7.1(a) and (bSection 7.1(b) have been satisfiedfulfilled; (d) certificates representing the Shares no order or decree of any Governmental Authority shall have been, or shall at the Closing be, validly delivered and transferred to exist against the Purchaser, free and clear of any and all Encumbrancesthe Sellers or the Company that restrains or prevents the transactions contemplated hereby; (e) GM the CFC Authorization shall have provided been obtained without any materially adverse conditions or if conditioned by the Purchaser with an affidavit of non-foreign status that complies with Section 1445 CFC the agreement of the Code (a "FIRPTA Affidavit")parties to perform the Closing subject to such conditions; (f) there the Purchaser Transaction Resolution shall not have occurred after been adopted and approved by 50.1% of the date hereof Purchaser Shareholders represented in person or by proxy at the Purchaser Shareholders Meeting. (g) all other Consents and be continuing any ▇▇▇▇▇▇ Material Adverse Effect; provided, however, that any and all actions taken pursuant to Governmental Approvals set forth in Exhibit E (other than the Consent described in clause 2 thereof) shall have been obtained or effected; (h) the Purchaser shall have received the documents set forth in Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f)8.1; and (g) To the extent that the Ruling (i) includes statements (A) the Sellers have not exercised their right to supplement or representations relating amend the Seller Disclosure Schedule pursuant to facts that are or will be under the control of the Purchaser or any of its affiliates Section 6.16 or (iiB) is relevant to, or creates any actual or potential obligations of or limitations on, if the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates)Sellers have exercised their right pursuant to Section 6.16, such Ruling is reasonably satisfactory to amended Seller Disclosure Schedule has been reviewed and accepted by the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, ▇▇▇▇▇▇ or its affiliates).