Common use of Conditions to Closing of the Investors Clause in Contracts

Conditions to Closing of the Investors. The obligations of each of the Investors to consummate the Closing are subject to the satisfaction of each of the following conditions: (a) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing; (b) the representations and warranties of each Investor contained in this Agreement at the time of its execution and delivery by each of the Investors shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, and without regard to qualifications concerning materiality or material adverse effect; (c) the representations and warranties of the Company contained in this Agreement at the time of execution and delivery by the Company shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, and without regard to qualifications concerning materiality or material adverse effect; (d) the Company shall have performed all of its obligations hereunder required to be performed by it on or prior to the Closing Date; (e) each other Investor shall have performed all of its obligations hereunder required to be performed by it on or prior to the Closing Date; (f) The Investors shall have received: (i) A copy of the Company’s Certificate of Incorporation, as amended by the Charter Amendments, certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors and the stockholders of the Company evidencing the approval, and subject to Stockholder approval, the adoption of the Charter Amendments, the approval of this Agreement, the issuance of the Conversion Shares and the other matters contemplated hereby, all of which shall have been certified by the Secretary of the Company to be true, complete and correct, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Conversion Shares; (ii) A certificate of the Secretary of the Company that shall certify the names of the officers of the Company authorized to sign this Agreement, the certificates for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers; (iii) Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware shall have been provided to counsel to the Series B Investors for the Company and its subsidiaries; and (iv) The opinions of R▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Finger, dated the Closing Date, in the forms of Exhibit J. (g) the waiting period (and any extension thereof) applicable to the consummation of the Recapitalization under the HSR Act shall have expired or been terminated; (h) the Investors shall have received the opinion of G▇▇▇▇▇▇ Procter LLP, dated as of the Closing Date in the form of Exhibit K. (i) the Company shall have received the requisite consents of: (i) the holders of the Company’s 12.5% Senior Discount Notes due 2011 and Haights Cross Operating Company’s 11 3/4% Senior Notes due 2011 to waive the requirement to offer to repurchase the indebtedness under Section 4.15 of the Haights Cross Communications, Inc. 12 1/2% Senior Discount Notes Due 2011 Indenture (“2004 Indenture”) dated as of February 2, 2004 and the Haights Cross Operating Company 11 3/4% Senior Notes Due 2011 Indenture (“2003 Indenture” and with the 2004 Indenture, the “Indentures”) dated as of August 20, 2003, respectively; (ii) the Lenders of the Company’s $100,000,000 term loan and the Lenders of Haights Cross Operating Company’s $30,000,000 term loan to waive the requirement to prepay the indebtedness under Section 6.13 of the $100,000,000 Term Loan Agreement among Haights Cross Operating Company, as Borrower, the Several Lenders from Time to Time Parties thereto, and Bear S▇▇▇▇▇▇ Corporate Lending Inc. as Administrative Agent dated as of August 20, 2003 and the $30,000,000 Term Loan Agreement among Haights Cross Operating Company, as Borrower, the Several Lenders from Time to Time Parties thereto, and Bear S▇▇▇▇▇▇ Corporate Lending Inc. as Administrative Agent dated as of December 10, 2004, respectively; and (iii) the Lenders of Haights Cross Operating Company’s $30,000,000 revolving line of credit to waive any default under Section 8(k) of the $30,000,000 Revolving Credit Agreement among Haights Cross Operating Company, as Borrower, the Several Lenders from Time to Time Parties thereto, Bear S▇▇▇▇▇▇ Corporate Lending Inc. as Syndication Agent and Bank of New York as Administrative Agent dated as of August 20, 2003 (the “Bondholder Consents”); provided, that the condition to close requiring receipt of Bondholder Consents for one or both of the Indentures shall be deemed satisfied if one or more of the Series B Investors, or affiliates thereof (together, the “Tendering Investors”), provides the Company with written notification (within 5 business days of the Company’s written notice to the Series B Investors of the Company’s intent to terminate this Agreement for failure of this condition) to offer to fulfill the obligations of Section 4.15(c)(1) of such Indenture. The Tendering Investors and the Company agree to cooperate with each other in good faith to allow the Company to confirm that the Tendering Investors will be able to adequately fulfill the requirements of Section 4.15(c)(1) of the applicable Indenture(s). If after such good faith cooperation the Company is not reasonably satisfied that the Tendering Investors will be able to fulfill such obligations, the Company may decline (in writing) the Tendering Investors’ offer and the condition to close shall not be deemed satisfied. (j) each of P▇▇▇▇ ▇▇▇▇▇▇ and P▇▇▇ ▇▇▇▇▇▇ shall have executed a Management Stock Purchase Agreement in the form attached hereto as Exhibit L pursuant to which they shall acquire shares of the Company’s Common Stock; (k) since the date of this Agreement, there shall have occurred no changes, events or circumstances which would, individually or in the aggregate, constitute a Material Adverse Effect; (l) all equity incentive plans of the Company shall have been terminated; (m) the Series B Investors shall have received a certificate signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company certifying that the conditions specified in Sections 5(c), (d), (i) and (k) shall be true and correct as of the Closing Date with the same effect as though made on and as of that date, and that such covenants have been fulfilled; (n) the period during which the Series B Investors could terminate this Agreement pursuant to Section 6.1 hereof shall have expired;

Conditions to Closing of the Investors. The obligations of each Investor to purchase, and wire transfer funds in payment of the Investors to consummate the purchase price for, Preferred Shares at Closing are subject to the satisfaction of each fulfillment at or before the Closing of the following conditionsconditions precedent, any one or more of which may be waived in whole or in part by the Investors (which waiver shall only be effective as to those Investors granting the waiver), which waiver shall be at the sole discretion of the Investors: (a) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing; (b) the The representations and warranties of each Investor contained made by the Company in this Agreement at the time of its execution shall have been true and delivery by each of the Investors correct when made, and shall be true and correct in all material respects at and as of the Closing Date as if made at and on the date of the Closing, except if such representation or warranty expressly speaks as of such a specific date, and without regard to qualifications concerning materiality in which case such representation or material adverse effect; (c) the representations and warranties of the Company contained in this Agreement at the time of execution and delivery by the Company warranty shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date. (b) All covenants, agreements, and without regard conditions contained in this Agreement to qualifications concerning materiality be performed or material adverse effect;complied with by the Company prior to the Closing shall have been performed or complied with by the Company prior to or at the Closing. (c) The Company shall have secured all permits, consents and authorizations that shall be necessary or required lawfully to consummate the purchase and sale of the Preferred Shares and the Warrants and the consummation of the other transactions contemplated by the Transaction Documents to be consummated on or prior to Closing. (d) the The Company shall have performed all of its obligations hereunder required to be performed by it on or prior to executed and delivered the Closing Date;Investor Rights Agreement and the Warrant Agreements. (e) each other Investor The Certificate of Designation shall have performed all of its obligations hereunder required to be performed by it on or prior to the Closing Date; (f) The Investors shall have received: (i) A copy of the Company’s Certificate of Incorporation, as amended by the Charter Amendments, certified by been filed with the Secretary of State of the State of Delaware, a copy Nevada and shall be effective and the Company shall deliver evidence of the same in form and substance reasonably satisfactory to Investors’ counsel. (f) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been {S:\DOCS\3161\001\00001608.DOC.} instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (g) The Company shall have delivered a Certificate to the Investors, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of such Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (c), (e), (f) and (j) of this Section 5. (h) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of such Closing Date, certifying the resolutions of adopted by the Board of Directors and the stockholders of the Company evidencing approving the approval, transactions contemplated by this Agreement and subject to Stockholder approval, the adoption of the Charter Amendments, the approval of this Agreement, other Transaction Documents and the issuance of the Conversion Shares Securities, certifying the current versions of the Articles of Incorporation and the other matters contemplated hereby, all of which shall have been certified by the Secretary By-Laws of the Company and certifying as to be true, complete the signatures and correct, authority of persons signing the Transaction Documents and certified copies related documents on behalf of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Conversion Shares;Company. (iii) A certificate of the Secretary of the Company that shall certify the names of the officers of the Company authorized to sign this Agreement, the certificates for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers; (iii) Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware The Investors shall have been provided to counsel to the Series B Investors for the Company and its subsidiaries; and (iv) The opinions of R▇▇received an opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ & FingerAssociates, PLLC, the Company's counsel, dated the as of such Closing Date, in the forms of Exhibit J. (g) the waiting period (form and any extension thereof) applicable substance reasonably acceptable to the consummation of the Recapitalization under the HSR Act shall have expired or been terminated; (h) Investors and addressing such legal matters as the Investors shall have received the opinion of G▇▇▇▇▇▇ Procter LLPmay reasonably request, dated as of the Closing Date in the form of annexed hereto as Exhibit K.E. (ij) No stop order or suspension of trading shall have been imposed by the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (k) The Company shall have received delivered to Counsel to the requisite consents of: (i) the holders Investors certificates of the Company’s 12.5% Senior Discount Notes due 2011 legal existence and Haights Cross Operating Company’s 11 3/4% Senior Notes due 2011 to waive good standing in the requirement to offer to repurchase State of Nevada and the indebtedness under Section 4.15 qualification of the Haights Cross Communications, Inc. 12 1/2% Senior Discount Notes Due 2011 Indenture Company or any of its subsidiaries to do business as a foreign corporation and good standing (“2004 Indenture”where available) dated as of February 2, 2004 and the Haights Cross Operating Company 11 3/4% Senior Notes Due 2011 Indenture (“2003 Indenture” and with the 2004 Indenture, the “Indentures”) dated as of August 20, 2003, respectively; (ii) the Lenders of the Company’s $100,000,000 term loan and the Lenders of Haights Cross Operating Company’s $30,000,000 term loan to waive the requirement to prepay the indebtedness under Section 6.13 of the $100,000,000 Term Loan Agreement among Haights Cross Operating Company, as Borrower, the Several Lenders from Time to Time Parties thereto, and Bear S▇▇▇▇▇▇ Corporate Lending Inc. as Administrative Agent dated as of August 20, 2003 and the $30,000,000 Term Loan Agreement among Haights Cross Operating Company, as Borrower, the Several Lenders from Time to Time Parties thereto, and Bear S▇▇▇▇▇▇ Corporate Lending Inc. as Administrative Agent dated as of December 10, 2004, respectively; and (iii) the Lenders of Haights Cross Operating Company’s $30,000,000 revolving line of credit to waive any default under Section 8(k) of the $30,000,000 Revolving Credit Agreement among Haights Cross Operating Company, as Borrower, the Several Lenders from Time to Time Parties thereto, Bear S▇▇▇▇▇▇ Corporate Lending Inc. as Syndication Agent and Bank of New York as Administrative Agent dated as of August 20, 2003 (the “Bondholder Consents”); provided, that the condition to close requiring receipt of Bondholder Consents for one or both of the Indentures shall be deemed satisfied if one or more of the Series B Investors, or affiliates thereof (together, the “Tendering Investors”), provides in each other state in which the Company with written notification or its Subsidiaries transact business, each dated in no event earlier than three (within 5 3) business days of the Company’s written notice prior to the Series B Investors of the Company’s intent to terminate this Agreement for failure of this condition) to offer to fulfill the obligations of Section 4.15(c)(1) of such Indenture. The Tendering Investors and the Company agree to cooperate with each other in good faith to allow the Company to confirm that the Tendering Investors will be able to adequately fulfill the requirements of Section 4.15(c)(1) of the applicable Indenture(s). If after such good faith cooperation the Company is not reasonably satisfied that the Tendering Investors will be able to fulfill such obligations, the Company may decline (in writing) the Tendering Investors’ offer and the condition to close shall not be deemed satisfied. (j) each of P▇▇▇▇ ▇▇▇▇▇▇ and P▇▇▇ ▇▇▇▇▇▇ shall have executed a Management Stock Purchase Agreement in the form attached hereto as Exhibit L pursuant to which they shall acquire shares of the Company’s Common Stock; (k) since the date of this Agreement, there shall have occurred no changes, events or circumstances which would, individually or in the aggregate, constitute a Material Adverse EffectClosing; (l) all equity incentive plans of the The Company shall have been terminated;delivered to counsel to the Investors a letter from Spartan Securities Group, Ltd. (“Spartan”), satisfactory in form and substance to counsel to the Investors, waiving its rights of first refusal pursuant to an agreement with the Company dated September 28, 2005 (i) to act as Placement Agent for any private offering of the Company’s securities, and (ii) to act as underwriter of any public offering of the Company’s securities. (m) All of the Series B documents to be delivered by the Company pursuant to Section 2.2.1 shall be in a form and substance satisfactory to the Investors and their counsel, in their sole discretion, and shall have received a certificate signed on behalf been delivered to the Investors. The Investor Rights Agreement shall have been executed and delivered to the Investors by each of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company certifying that the conditions specified in Sections 5(c), (d), (i) and (k) shall be true and correct as of the Closing Date with the same effect as though made on and as of that date, and that such covenants have been fulfilled;other parties thereto. (n) All corporate and other proceedings in connection with the period during which the Series B Investors could terminate transactions contemplated by this Agreement pursuant and all documents and instruments incident to Section 6.1 hereof such transactions shall be satisfactory in substance and form to the Investors and their counsel, and the Investors and their counsel shall have expired;received all such counterpart originals or certified or other copies of such documents as the Investors or their counsel may reasonably request. {S:\DOCS\3161\001\00001608.DOC.}