Common use of Conditions to Closing Clause in Contracts

Conditions to Closing. (a) The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (i) the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, respective obligations of each of the Company and the Backstoppers to complete the transactions contemplated hereby are subject to the reasonable satisfaction of the following conditions (any prior to or all at the Effective Time, each of which is for the mutual benefit of the Company, on the one hand, and the Backstoppers, on the other hand, and may be waived by the Seller waived, in whole or in part part, jointly by the Company and the Backstoppers (provided that such conditions shall not be enforceable by the Company or the Backstoppers, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the extent permitted control of the Party seeking enforcement (or, in the case where the party seeking enforcement is one or more of the Backstoppers, an action, error or omission by applicable lawor within the control of the Backstopper seeking enforcement)): (i) the Information Circular as filed and distributed, and the Plan, as filed, distributed and approved, shall be acceptable to the Company and the Backstoppers; (ii) all conditions precedent to the Transaction and implementation of the Plan (including those set out in the Support Agreement) shall have been satisfied or waived in accordance with the terms of the Support Agreement and the Plan and the Company shall have provided Goodmans with a certificate certifying such conditions have been satisfied or waived as of the Implementation Date; (iii) there shall not be any actions, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of the Company or the Backstoppers, pending or threatened, by or before any Governmental Entity in Canada or the United States, in relation to the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares or Backstop Consideration Shares or the Share Offering, any of which is reasonably likely to be successful against the Company or the Issuer and which operates to prevent or restrict the lawful distribution of such shares (which prevention or restriction is continuing); and (iv) there shall not be any order issued by a Governmental Entity pursuant to applicable Laws, nor shall there be any change of applicable Law, in either case which operates to prevent or restrict the lawful distribution of the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares or Backstop Consideration Shares (which prevention or restriction is continuing). (b) The obligations of the Backstoppers to complete the purchase of the Backstopped Shares are subject to satisfaction of the following conditions on or before the Implementation Date, each of which is for the benefit of the Backstoppers and may be waived, in whole or in part, by the Backstoppers (provided that such conditions shall not be enforceable by the Backstoppers if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Backstopper seeking enforcement): (i) the Backstoppers shall have completed their due diligence with respect to the Share Offering on or before the date that is seven Business Days prior to the Implementation Date and such due diligence shall be satisfactory to the Backstoppers in their sole discretion; (ii) all actions required to be taken by or on behalf of the Company and/or the Issuer, including the passing of all requisite resolutions of their directors and all requisite filings with, or approvals, orders, rulings and consents of, any Governmental Entity will have occurred on or prior to the Implementation Date, so as to validly authorize the Share Offering, the creation and issuance of the Offering Shares, the Accrued Interest Offering Shares, the Backstopped Shares, the Backstop Consideration Shares and the purchase of Backstopped Shares by the Backstoppers as contemplated by this Agreement; (iii) the Company shall have obtained all applicable material non-governmental third party consents; (iv) counsel to the Issuer shall have delivered to the Backstoppers one or more legal opinions satisfactory to Goodmans, acting reasonably, collectively confirming that, as of the Implementation Date, the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares and Backstop Consideration Shares shall be: (a) duly authorized, validly issued and fully paid and non-assessable and, subject to receipt by the Issuer of an executed Rep Letter from each Backstopper and all information set forth in each such Rep Letter remaining true and correct as of the Implementation Date, the issuance thereof shall be in compliance with applicable Securities Laws and exempt from registration under the US Securities Act; and (b) freely tradable in Canada (provided that the Issuer is and has been a reporting issuer in a jurisdiction of Canada for four months preceding the trade, the trade is not a “control distribution” as defined in Canadian Securities Laws, no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade, no extraordinary commission or consideration is paid to a person or company in respect of the trade, and if the selling security holder is an insider or officer of the Issuer, the selling security holder has no reasonable grounds to believe that the Issuer is in default of Canadian Securities Laws). For greater certainty, the opinions of counsel may contain standard assumptions, including, without limitation, to assume the accuracy of statements made in the executed Rep Letters; (v) all terms and conditions of the Share Offering included in the Information Circular, the Plan and any other related document prepared by the Company or the Issuer for distribution or circulation shall have been acceptable to the Backstoppers and shall not have been changed in any material respect unless otherwise agreed to in writing by the Company and the Backstoppers in accordance with the terms of this Agreement; (vi) the Issuer (if it is not the Company) shall have entered into an agreement prior to the Election Deadline agreeing to be bound by the terms of this Agreement; (vii) the Company, the Issuer and the Subsidiaries shall have performed all of their material obligations under and in accordance with this Agreement and the Support Agreement (for greater certainty, material obligations include, without limitation, the obligations of the Company or the Issuer in Sections 3(h), 3(i), 3(j) and 3(k) hereof); (viii) the representations and warranties of each of the Company, Coinvest Company and Purchaser set forth its Subsidiaries contained in this Agreement and the Support Agreement shall continue to be true and correct in all material respects at and as of the Closingcorrect, except to the extent such representations and warranties relate to an earlier date (are by their terms given as of a specified date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), and except as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement and the Support Agreement and each of the Company and the Subsidiaries shall have provided Goodmans with a certificate signed by an officer of the Company or the Subsidiary, as applicable, certifying compliance with this Section 7(b)(viii) as of the Implementation Date; (iiix) no change of control payments shall be owing or payable to the Company’s officers or employees in connection with the Transaction; (x) on the Implementation Date, Coinvest all of the reasonable fees and Purchaser expenses of the Advisors, for services rendered as counsel to the Backstoppers up to and including the Implementation Date, shall have performed been paid; provided that the Advisors shall have provided the Company with invoices for all such fees and complied in all material respects with all obligations and agreements required by this Agreement expenses incurred up to be performed or complied with by it on or the date that is five Business Days prior to the ClosingImplementation Date, and shall have also provided the Company with a reasonable estimate of all such fees and expenses to be incurred by the Advisors in the period from that date to the Implementation Date; (xi) there shall not have occurred after the date hereof a Material Adverse Change; and (iiixii) there shall not be in exist, after giving effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting to the transactions contemplated by this Agreement. (b) The obligation of each of Transaction and the Company, Coinvest and Purchaser to consummate the other transactions contemplated by this Agreement is and the Support Agreement and assuming implementation of the Plan, any Material default or event of default under any Material Contract now in effect that will remain in effect following the Implementation Date (other than those defaults or events of default that are remedied, waived, stayed, extinguished or otherwise in any way rendered inoperative as part of the Proceedings). (c) The obligations of the Issuer to consummate the issuance of the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares and the Backstop Consideration Shares are subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (any on or all before the Implementation Date, which are for the benefit of which the Issuer and may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, by the Issuer (provided that such condition shall not be enforceable by the Issuer if any failure to satisfy such condition results from an action, error or omission by or within the extent permitted by applicable lawcontrol of the Issuer): (i) the representations representation and warranties of Seller set forth each of the Backstoppers (other than the Defaulting Backstoppers or the Objecting Backstoppers) contained in this Agreement shall continue to be true and correct in all material respects at and as of the Closingcorrect, except to the extent such representations and warranties relate to an earlier date (are by their terms given as of a specified date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed , and complied in all material respects with all obligations except as such representations and agreements required warranties may be affected by this Agreement to be performed the occurrence of events or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated and permitted by this Agreement; and (ivii) the closing each of the transactions contemplated by the Subscription Agreement Backstoppers shall have occurred performed all of its material obligations to be performed by such Backstopper under and in accordance with this Agreement and the Support Agreement. (d) Each of the Company and the Backstoppers agree that it will use commercially reasonable efforts to cause the conditions set forth in this Section 7 to be satisfied on or shall occur concurrently with before the ClosingImplementation Date to the extent that such conditions relate to acts to be performed or caused to be performed by such Party.

Conditions to Closing. Each Investor’s obligation to purchase and pay for the Common Units to be purchased by such Investor hereunder is subject to the satisfaction or waiver by such Investor, at or before Closing, of the following conditions: (a) The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (i) the representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement shall be true and correct in all material respects when made and at and as of the time of the Closing, except both before and immediately after giving effect to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementhereby. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject All conditions precedent to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest closing and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing consummation of the transactions contemplated by the Subscription Preferred Securities Purchase Agreement, the Agreement and Plan of Merger, the Senior Credit Agreement and the underlying placement or similar agreement relating to the Subordinated Note Indentures, in each case, as set forth therein, shall have been satisfied or waived (provided that any waiver of a condition shall have been disclosed to each Investor and consented to by each Investor), and each such agreement shall be in full force and effect. (c) The Company shall have delivered to such Investor a certificate of the chief executive officer or the chief financial officer or a vice president of the Company, dated the date of the Closing, to the effect set forth in clauses (a) and (b) above. (d) The purchase of and payment for the Common Units to be purchased by such Investor on the date of the Closing on the terms and conditions herein provided (including the use of the proceeds from the sale of such Common Units by the Company) shall not violate any applicable law or governmental regulation and shall not subject such Investor to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law or governmental regulation, and such Investor shall have received such certificates or other evidence as it may request to establish compliance with this condition. All necessary authorizations, consents, approvals, exceptions or other actions by or notices to or filings with any court or administrative or governmental body or other Person required in connection with the execution, delivery and performance of the Related Agreements (other than the Incentive Unit Agreements) or the consummation of the transactions contemplated hereby or thereby shall have been issued or made, shall be final and in full force and effect and shall be in form and substance reasonably satisfactory to such Investor. (e) All proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident hereto shall be reasonably satisfactory in substance and form to such Investor, and such Investor shall have received all such counterpart originals or certified or other copies of the Operating Agreement, the Members Agreement, the Registration Rights Agreement and such other documents as it may request. (f) The Company shall have sold, or contemporaneously with such sale to such Investor will sell, to the other Investors the Common Units to be purchased by them at the Closing and shall have received payment in full therefor. (g) Such Investor shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, who is acting as special corporate counsel for the Company, a favorable opinion reasonably satisfactory to such Investor. The Company, by its execution hereof, hereby requests and authorizes such special counsel to render such opinion. (h) Each of the Operating Agreement, the Members Agreement and the Registration Rights Agreement shall have occurred or shall occur concurrently with the Closingbeen executed and delivered by each party thereto other than such Purchaser.

Conditions to Closing. (a) This Agreement shall only be legally binding on the parties when each and every party signs this Agreement, this Agreement has been approved by resolution by the governing body or board of party, the parties satisfy all other conditions to the Closing and all termination of agreement rights have expired without being exercised by the eligible parties. 4.1 Conditions to the Investor’s Obligations. The obligation of Investor to purchase the Seller to consummate Purchase Shares at the transactions contemplated by this Agreement Closing is subject to the fulfillmentfulfillment to Investor’s satisfaction, on or prior to the ClosingClosing Date, of each of the following conditions (conditions, any or all of which may be waived by such Investor (as to itself or himself only): (a) The representations and warranties made by the Seller Company in whole Section 5 hereof, as qualified by the Disclosure Schedules and the SEC Filings, including 2020 10-K, shall be true and correct in all material respects, except for those representation and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in part all respects, as of the date hereof and as of the Closing Date, as though made on and as of such date, except to the extent permitted by applicable law): (i) the representations and warranties any such representation or warranty expressly speaks as of the Companyan earlier date, Coinvest and Purchaser set forth in this Agreement which case such representation or warranty shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser . The Company shall have performed and complied in all material respects with all obligations and agreements covenants herein required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (b) The obligation of each Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of the Company, Coinvest purchase and Purchaser to consummate sale of the Purchase Shares and the consummation of the other transactions contemplated by this Agreement is subject to the fulfillmentTransaction Documents, on or prior to the Closing, of each of the following conditions (any or all of which may shall be waived, as to each of the Company, Coinvest in full force and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):effect. (ic) The Company shall have delivered the representations and warranties of Seller items set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier dateSection 3.2(a);. (iid) Seller Compliance with all applicable federal and state securities laws and OTC Markets Group, Inc. requirements for issuance of Purchase Shares. (e) 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 performed been issued, and complied in all material respects with all obligations and agreements required no action or proceeding shall have been instituted by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraininggovernmental authority, enjoining or otherwise prohibiting preventing the transactions contemplated by this Agreement; and (iv) the closing consummation of the transactions contemplated by hereby or in the Subscription Agreement other Transaction Documents. (f) There shall have occurred been no Material Adverse Effect with respect to the Company since the Effective Date. (g) No stop order or suspension of trading shall occur concurrently have been imposed by OTCQB, the SEC or any other governmental or regulatory body with respect to public trading in the ClosingCommon Stock.

Conditions to Closing. (a) The obligation of Issuer to sell and of Note Sellers to acquire the Seller Shares at the Closing pursuant to consummate this Agreement shall be subject to there being no order of any court or administrative agency in effect which restrains or prohibits the transactions contemplated hereby, and no suit, action, investigation, inquiry or other legal or administrative proceeding having been instituted and remaining pending on the date of the Closing, or threatened on that date, which challenges the validity or legality of the transactions contemplated hereby and which (i) has a reasonable likelihood of success on the merits and (ii) if adversely determined, would render it unlawful, as of such date, to effect the transactions contemplated by this Agreement is substantially in accordance with its terms. (b) The obligations of Note Sellers to purchase the Shares at the Closing pursuant to the terms of this Agreement shall be subject to the fulfillment, on performance by Issuer in all material respects of its covenants and obligations hereunder to be performed at or prior to the Closing, of each of the following conditions (any or Closing and to all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (i) the Issuer's representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be hereunder being true and correct in all material respects at and as if made on and, except if some other date is specifically set forth therein, as of the date of the Closing, except . (c) The obligations of Issuer to sell the Shares at the Closing pursuant to the extent such terms of this Agreement shall be subject to the performance by Note Sellers in all material respects of its covenants and obligations hereunder to be performed at or prior to the Closing and to all of Note Sellers' representations and warranties relate to an earlier date (in which case such representations and warranties shall be hereunder being true and correct in all material respects as if made on and as of such earlier date); (ii) the Companyand, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement except if some other date is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller specifically set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. 3.2.1 The obligations of each of the Company and Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by the Company, on the one hand, or Subscriber, on the other, of the conditions that, on the Closing Date: (ai) No suspension of the qualification of the Common Stock for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred. (ii) No governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby. (iii) Each of the Company and Subscriber acknowledge the Common Stock ownership and issuance limitations set forth in Section 3.1(i) above and the Company agrees that in no event shall such limitations be exceeded by either this Subscription Agreement or as a result of the Other Subscription Agreements. 3.2.2 The obligation of the Seller Company to consummate the transactions contemplated by this Agreement is Closing shall be subject to the fulfillmentsatisfaction or valid waiver by the Company of the additional conditions that, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Closing Date: (i) the All representations and warranties of the Company, Coinvest and Purchaser set forth Subscriber contained in this Subscription Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such Closing Date (other than those representations and warranties relate to expressly made as of an earlier date (in date, which case such representations and warranties shall be true and correct in all material respects on and as of such date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date);. (ii) the Company, Coinvest and Purchaser Subscriber shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; andSubscription Agreement. (iii) there Since the date of this Subscription Agreement, no event, the result of which is a Subscriber Material Adverse Effect, shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementhave occurred that is continuing. (b) 3.2.3 The obligation of each of the Company, Coinvest and Purchaser Subscriber to consummate the transactions contemplated by this Agreement is Closing shall be subject to the fulfillmentsatisfaction or valid waiver by Subscriber of the additional conditions that, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):Closing Date: (i) the All representations and warranties of Seller set forth the Company contained in this Subscription Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such Closing Date (other than those representations and warranties relate to expressly made as of an earlier date (in date, which case such representations and warranties shall be true and correct in all material respects on and as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date);. (ii) Seller The Company shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing;Subscription Agreement. (iii) there No event, the result of which is a Material Adverse Effect, shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andhave occurred that is continuing. (iv) The Company shall have duly adopted and filed the closing Certificate of Designations with the Secretary of State of the transactions contemplated State of Delaware for the Preferred Shares to be purchased by the Subscription Agreement Subscriber, and a certified copy thereof shall have occurred or shall occur concurrently with the Closingbeen delivered to Subscriber.

Conditions to Closing. (a) Each Party's Obligation. The respective obligation of each party hereto to effect the transactions contemplated hereby is subject to the satisfaction or waiver as of the Closing of the following conditions: (i) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Entity that prohibits the HQ Merger or any of the other material transactions contemplated by this Agreement, and no action, claim, proceeding or investigation shall be pending or threatened by any Governmental Entity (other than a court acting in response to an action, claim or proceeding brought by a non-Governmental Entity) that, if successful, would result in any of the foregoing effects. (ii) The waiting period under the HSR Act, if applicable to the transaction contemplated hereby, shall have expired or been terminated. (b) The Company's Obligations. The obligation of the Seller Company to consummate VANTAS to effect the transactions contemplated by this Agreement hereby is subject to the fulfillment, on satisfaction or prior to the Closing, Company's waiver as of each the Closing of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the The representations and warranties of the Company, Coinvest VANTAS and Purchaser set forth RSI made in this Agreement shall be true and correct in all material respects at as of the date hereof and as of the Closingtime of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser VANTAS and RSI shall have performed duly performed, complied with and complied satisfied in all material respects with all obligations covenants, agreements and agreements conditions required by this Agreement to be performed or performed, complied with or satisfied by it on VANTAS or RSI, as applicable, by the time of the Closing except where the failure of such representations and warranties to be true and correct and/or the failure to perform, comply with and satisfy such covenants, agreements and conditions would not constitute a material impairment of the aggregate value of (i) the consideration to be paid under the UK Agreement and the Stock Purchase Agreement and (ii) the capital stock to be retained by the persons who are stockholders of the Company immediately prior to the HQ Merger after giving pro forma effect to the HQ Merger (such impairment being a "Company Transaction Value Impairment"). VANTAS and RSI shall have delivered to the Company a certificate dated the Closing Date and signed by an officer of each of VANTAS and RSI, as applicable, confirming the foregoing. (ii) All of the conditions to the obligations of CarrAmerica and all additional selling stockholder parties to close under the Stock Purchase Agreement dated as of the date hereof by and among certain of the stockholders of the Company and RSI (the "Stock Purchase Agreement"), shall have been satisfied or waived (other than the condition that the HQ Merger be consummated) and the transactions contemplated thereunder shall be scheduled to close immediately upon the Closing; and. (iii) there The Stockholders Agreement by and among Holdco, RSI, CarrAmerica and the other parties thereto, substantially in the form of Exhibit D hereto (the "Stockholders Agreement"), shall not be in effect any Order have been duly executed and delivered by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting Holdco and RSI and deemed effective simultaneously with the transactions contemplated by this AgreementSecond Step Merger. (biv) The obligation Indemnification and Escrow Agreement, by and among certain stockholders of each Holdco, RSI and such escrow agent as shall be mutually agreed to by the parties (the "Indemnification Escrow Agent"), substantially in the form of Exhibit E hereto (the "Indemnification Escrow Agreement"), shall have been duly executed and delivered by such stockholders of Holdco, RSI and the Indemnification Escrow Agent and the shares required to be delivered by RSI pursuant thereto shall have been delivered to the Indemnification Escrow Agent pursuant thereto. (v) VANTAS shall have executed and delivered the CarrAmerica Intercompany Agreements, substantially in the form of Exhibit F-1, Exhibit F-2 and Exhibit F-3, respectively, hereto (collectively, the "▇▇▇▇ Intercompany Agreements"). (vi) the Registration Rights Agreement by and among Holdco and certain holders of the CompanyShares, Coinvest and Purchaser to consummate substantially in the transactions contemplated by this Agreement is subject to form of Exhibit G hereto (the fulfillment"Holdco Registration Rights Agreement"), on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to been executed at the Closing; (iiivii) there shall not be in effect any Order The Registration Rights Agreement by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing and among RSI and certain holders of the transactions contemplated by Shares, substantially in the Subscription Agreement form of Exhibit H hereto ( the "RSI Registration Rights Agreement"), shall have occurred or shall occur concurrently with been executed at the Closing. (viii) The Escrow Agreement, by and among CarrAmerica, RSI, VANTAS and such escrow agent as shall be mutually agreed to by the parties, as escrow agent (the "Cash Escrow Agent"), substantially in the form of Exhibit I hereto (the "Cash Escrow Agreement"), shall have been duly executed and delivered by RSI, VANTAS and the Cash Escrow Agent and the cash required to be delivered to the Cash Escrow Agent by RSI and/or VANTAS pursuant hereto and thereto shall have been delivered to the Cash Escrow Agent. (ix) All actions required to be taken by RSI and the HQ Surviving Corporation to implement the Second Step Merger shall have been taken. (x) Intentionally Omitted.

Conditions to Closing. (a) The obligation of CIT Holding to contribute the Seller Initial Assets to consummate the transactions contemplated by this Agreement Company in exchange for the Common Stock and the Cash Payment is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which conditions may be waived by the Seller CIT Holding in whole or in part to the extent permitted by applicable lawCIT Holding’s sole discretion): (i) that at the time of the Closing, each of the representations and warranties of the Company, Coinvest and Purchaser set forth Company made in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date);correct; and (ii) all required approvals and consents to the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required transactions contemplated by this Agreement to be performed or complied with by it on or prior to the Closingshall have been obtained from all necessary third parties; and (iii) there the IPO shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementhave been consummated. (b) The obligation of each of the Company, Coinvest Company to issue the Common Stock and Purchaser make the Cash Payment to consummate CIT Holding in exchange for the transactions contemplated by this Agreement Initial Assets is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which conditions may be waived, as to each of waived by the Company in the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law’s sole discretion): (i) that at the time of the Closing, each of the representations and warranties of Seller set forth CIT Holding made in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date)correct; (ii) Seller CIT Holding shall have performed executed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior delivered to the ClosingCompany the Transfer Instruments, executed by CIT Holding and all other required parties other than the Company; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting all required approvals and consents to the transactions contemplated by this AgreementAgreement shall have been obtained from all necessary third parties; (iv) to the best of CIT Holding’s knowledge, there shall be no material pending or threatened litigation regarding the Initial Assets; and (ivv) the closing of the transactions contemplated by the Subscription Agreement IPO shall have occurred or been consummated and the net proceeds therefrom shall occur concurrently with have been delivered to the ClosingCompany.

Conditions to Closing. (a) The obligation obligations of VF and the Seller DC Parties to consummate the Closing are subject to the satisfaction of the following conditions: (i) The Merger Closing shall have occurred or shall occur substantially simultaneously with the Closing hereunder. (ii) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (iii) Any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement hereby shall have expired or been terminated. (b) The obligation of VF to consummate the Closing is subject to the fulfillment, satisfaction of the following further conditions: (i) The DC Parties shall have performed in all material respects all of their obligations hereunder required to be performed by them on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Closing Date. (iii) the The representations and warranties of the Company, Coinvest and Purchaser set forth DC Parties contained in this Agreement and in any certificate or other writing delivered by the DC Parties pursuant hereto shall be true and correct in all material respects at and as of the ClosingClosing Date as if made at and as of such date (other than any representation and warranty that is expressly made as of a time other than the Closing Date). (iii) No action, except suit, investigation or proceeding shall be pending against the DC Parties or affecting any of the Purchased Rights before any court or arbitrator or any governmental body, agency or official that would reasonably be expected to have an adverse effect on the Purchased Rights. (c) The obligation of the DC Parties to consummate the Closing is subject to the extent such representations and warranties relate to an earlier date satisfaction of the following further conditions: (in which case such representations and warranties i) VF shall be true and correct have performed in all material respects on and as all of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all its obligations and agreements hereunder required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (bii) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth VF contained in this Agreement and in any certificate or other writing delivered by VF pursuant hereto shall be true and correct in all material respects at and 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 and correct in all material respects on Closing Date as if made at and as of such earlier datedate (other than any representation and warranty that is expressly made as of a time other than the Closing Date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation obligations of the Seller each Party to consummate the transactions contemplated by that are to be consummated at the Closing pursuant to the terms of this Agreement is shall be subject to the fulfillmentsatisfaction, on or prior to as of the ClosingClosing Date, of each of the following conditions (any or all of which may be waived by the Seller Parties in whole or in part part): (i) The transactions contemplated under the MIPA shall have been consummated, subject to Assignee’s delivery of the documents set forth in Section 2.8(c)(ii) – (iv). (b) The obligations of Assignee to consummate the transactions that are to be consummated at the Closing pursuant to the extent permitted terms of this Agreement shall be subject to the satisfaction, as of the Closing Date, of the following conditions (any of which may be waived by applicable lawAssignee in whole or in part): (i) Assignor shall have delivered to Assignee a binder in respect of the R&W Policy. (ii) Each of (i) the representations and warranties of the Company, Coinvest and Purchaser Assignor set forth in this Agreement Section 3.1 (Due Organization; Good Standing), Section 3.2(a) (Authorization), and Section 3.5 (Non Foreign Person) (the “Assignor Fundamental Representations”) shall be true and correct in all material respects at as of the Closing Date as though made on and as of the Closing, Closing Date (except to the extent that any such Assignor Fundamental Representations are made as of another date, which Assignor Fundamental Representations shall be true and correct in all respects as of such date) and (ii) the other representations and warranties of Assignor set forth in Article III shall be true and correct (without giving effect to any “material,” “materially,” “materiality,” “material adverse effect,” “material adverse change” or similar qualifiers contained in any of such representations and warranties) in all respects, except where the failure to be so true and correct, individually or in the aggregate, does not and would not reasonably be expected to have a material adverse effect on Assignor’s ability to perform its obligations under this Agreement and to consummate the transactions contemplated hereunder, in each case as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representations and warranties relate to an earlier date (in speak as of another date, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier other date);. (iiiii) the Company, Coinvest and Purchaser Assignor shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by it on Assignor at or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (bc) The obligation obligations of each of the Company, Coinvest and Purchaser Assignor to consummate the transactions contemplated by that are to be consummated at the Closing pursuant to the terms of this Agreement is shall be subject to the fulfillmentsatisfaction, on or prior to as of the ClosingClosing Date, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, waived by the Purchaser, Assignor in whole or in part, to the extent permitted by applicable law): (i) Each of (i) the representations and warranties of Seller Assignee set forth in this Agreement Section 4.1 (Due Organization; Good Standing) and Section 4.2(a) (Authorization) (the “Assignee Fundamental Representations”) shall be true and correct in all material respects at as of the Closing Date as though made on and as of the Closing, Closing Date (except to the extent that any such Assignee Fundamental Representations are made as of another date, which Assignee Fundamental Representations shall be true and correct in all respects as of such date) and (ii) the other representations and warranties of Assignee set forth in Article IV shall be true and correct (without giving effect to any “material,” “materially,” “materiality,” “material adverse effect,” “material adverse change” or similar qualifiers contained in any of such representations and warranties) in all respects, except where the failure to be so true and correct, individually or in the aggregate, does not and would not reasonably be expected to have a material adverse effect on Assignee’s ability to perform its obligations under this Agreement and to consummate the transactions contemplated hereunder, in each case as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representations and warranties relate to an earlier date (in speak as of another date, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier other date);. (ii) Seller Assignee shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by it on Assignee at or prior to the Closing;Closing Date. (iiid) there Assignor agrees that (i) Assignor shall not be reasonably and in effect any Order by good faith assess whether a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting Company Material Adverse Effect (as defined in the transactions contemplated by this Agreement; and (ivMIPA) the closing of has occurred prior to consummating the transactions contemplated by the Subscription Agreement MIPA, (ii) Assignor shall have in good faith (A) consider whether an objective and reasonable third party would conclude that a Company Material Adverse Effect had occurred based on the facts and circumstances at the relevant time, (B) base such assessment on the Brand Companies as a whole and not solely on the intellectual property assets of the Brand Companies, and (C) in good faith consider any factors raised by Assignee affecting the Assigned Assets and the Acquired Assets (as defined in the Gaiam-FFL APA), and (iii) if Assignor reasonably and in good faith concludes that a Company Material Adverse Effect has occurred and is ongoing such that the condition set forth in Section 8.02(c) of the MIPA is not satisfied, then Assignor shall not waive the condition set forth in Section 8.02(c) of the MIPA without the prior written consent of Assignee, such consent not to be unreasonably withheld, conditioned or shall occur concurrently with the Closingdelayed.

Conditions to Closing. (a) Conditions to the Obligations of MSG. The obligation obligations of the Seller MSG to consummate the transactions contemplated by this Agreement to occur on the Aircraft Contribution Date is subject to the fulfillment, on satisfaction (or prior to waiver by MSG) as of the Closing, of each Aircraft Contribution Date of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the The representations and warranties of the Company, Coinvest each of ITT MSG and Purchaser set forth ITTF made in this Agreement shall be true and correct in all material respects at respects, as of the date hereof and as of the ClosingAircraft Contribution Date as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest . ITT MSG and Purchaser ITTF shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by it each of them by the Aircraft Contribution Date. (ii) The parties shall have received all authorizations, consents, orders and approvals of all Federal, state, local or foreign governments or any court of competent jurisdiction, administrative agency or commission or other nongovernmental authority or instrumentality, domestic or foreign (a "Governmental Entity") required in order to consummate the transactions contemplated hereby to occur on the Aircraft Contribution Date. No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or prior permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition shall be in force and have the effect of (A) preventing the consummation of the transactions contemplated hereby to occur on the Closing; andAircraft Contribution Date or (B) prohibiting or materially limiting the ownership by MSG or Aircraft Sub of, or compelling MSG or Aircraft Sub to dispose of or hold separate, the Aircraft, as a result of the transactions contemplated to occur on the Aircraft Contribution Date. (iii) there There shall not be in effect pending or threatened by any Order by a Governmental Entity any action, suit, arbitration, inquiry, proceeding or investigation (an "Action") (or by any other person any Action which has a reasonable likelihood of competent jurisdiction restrainingsuccess), enjoining (A) challenging or otherwise prohibiting seeking to restrain or prohibit consummation of the transactions contemplated hereby to occur on the Aircraft Contribution Date, (B) seeking to prohibit or materially limit the ownership by MSG or Aircraft Sub of the Aircraft, or the operation of the Aircraft as contemplated by the parties, or to compel MSG or Aircraft Sub to dispose of or hold separate the Aircraft or (C) seeking to obtain from GHC, MSGE, MSG or any of their subsidiaries or affiliates in connection with such transactions any damages that are material in relation to the value of the Aircraft, in each case as a result of the transactions contemplated hereby to occur on the Aircraft Contribution Date; provided, however, that this Agreementcondition shall be deemed to be waived by MSG as to any Action (except for any Action by any Governmental Entity) if the sole potential impact of such Action would be a judgment for money damages and ITT MSG and ITTF provides to MSG and its Affiliates complete indemnification in form and substance reasonably satisfactory to MSG with respect to any such Action. (b) Conditions to the Obligations of ITTF and ITT MSG. The obligation obligations of each of the Company, Coinvest ITTF and Purchaser ITT MSG to consummate the transactions contemplated by this Agreement to occur on the Aircraft Contribution Date is subject to the fulfillment, on satisfaction (or prior to waiver by ITTF and ITT MSG) as of the Closing, of each Aircraft Contribution Date of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) the The representations and warranties of Seller set forth MSG made in this Agreement shall be true and correct in all material respects at respects, as of the date hereof and as of the ClosingAircraft Contribution Date as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller . MSG shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by it by the Aircraft Contribution Date. (ii) The parties shall have received all authorizations, consents, orders and approvals of all Governmental Entities required in order to consummate the transactions contemplated to occur on the Aircraft Contribution Date. No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or prior permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition shall be in force and have the effect of preventing the consummation of the transactions contemplated hereby to occur on the Closing;Aircraft Contribution Date. (iii) there There shall not be in effect pending or threatened by any Order by a Governmental Entity any Action (or by any other person any Action which has a reasonable likelihood of competent jurisdiction restrainingsuccess), enjoining challenging or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing seeking to restrain or prohibit consummation of the transactions contemplated by hereby to occur on the Subscription Agreement shall have occurred Aircraft Contribution Date or shall occur concurrently seeking to obtain from ITTF or ITT MSG or any of their respective Subsidiaries or Affiliates in connection with such transactions any damages that are material in relation to the Closingvalue of the Aircraft.

Conditions to Closing. (a) The obligation obligations of the Seller Buyer to consummate the transactions contemplated by this Agreement is Closing shall be subject to the fulfillment, on prior satisfaction or prior to the Closing, waiver of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) RCP shall have validly exercised the Drag-Along Right such that each of the other Sellers is required to consummate the Closing, and each such other Seller shall have duly executed and delivered a Joinder Agreement; (ii) The representations and warranties of the Companyeach Seller contained in Article IV of this Agreement, Coinvest of RW LSG Management contained in Article V and Purchaser set forth of RW LSG Holdings contained in Article VI of this Agreement shall be true and correct in all material respects at and as of the Closing, Closing Date as if made at and as of such time (except to the extent such representations and warranties relate to expressly made as of an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);; and (iiiii) the Company, Coinvest Each Seller and Purchaser RW LSG Management shall have performed and complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on any of them under this Agreement at or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation obligations of each of RCP and the Company, Coinvest other Sellers and Purchaser RW LSG Management to consummate the transactions contemplated by this Agreement is Closing shall be subject to the fulfillment, on prior satisfaction or prior to the Closing, waiver of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) the The representations and warranties of Seller set forth Buyer contained in Article VII of this Agreement shall be true and correct in all material respects at and as of the Closing, Closing as if made at and as of such time (except to the extent such representations and warranties relate to expressly made as of an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);; and (ii) Seller Buyer shall have performed and complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on any of them under this Agreement at or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation Section 7.01 Conditions to Obligations of the Seller Parent and the Merger Sub. The obligations of the Parent and the Merger Sub to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillmentfulfillment or the Parent’s waiver, on at or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (ia) Other than the representations and warranties of the CompanyCompany and/or the Stockholders contained in Section 3.01, Coinvest Section 3.02, Section 3.03, Section 3.06, and Purchaser set forth Section 3.19, the representations and warranties of the Company and/or the Stockholders contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Company Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Company Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of the Closing, such date (except to the extent such those representations and warranties relate to an earlier that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date (in which case such all respects). The representations and warranties of the Company and/or the Stockholders contained in Section 3.01, Section 3.02, Section 3.03, Section 3.06, and Section 3.19 shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such earlier date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects);. (iib) The Company and the Company, Coinvest and Purchaser Stockholders shall have duly performed and complied in all material respects with all obligations agreements, covenants, and agreements conditions required by this Agreement to be performed or complied with by it on or them prior to or on the ClosingClosing Date; and (iii) there provided, that, with respect to agreements, covenants, and conditions that are qualified by materiality, the Company and the Stockholders shall not be have performed such agreements, covenants, and conditions, as so qualified, in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementall respects. (bc) The obligation of each of No Action shall have been commenced against the Parent, the Merger Sub, the Company, Coinvest or any Stockholder that would prevent the Closing. No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Governmental Order that is in effect and Purchaser to consummate has the effect of making the transactions contemplated by this Agreement is subject illegal, otherwise restraining or prohibiting consummation of such transactions, or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (d) All approvals, consents, and waivers that are required to be listed on Section 3.05 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to the fulfillment, on Parent at or prior to the Closing. (e) From the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Company Material Adverse Effect. (f) The Company shall have delivered each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller closing deliverables set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier dateSection 2.03(a);. (iig) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription The Employment Agreement shall have occurred or been executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and a true and complete copy thereof shall occur concurrently with have been delivered to the ClosingParent.

Conditions to Closing. (a) The obligation Without limiting any other conditions to Buyer's obligations to close set forth in this Contract, the obligations of the Seller to consummate the transactions contemplated by Buyer under this Agreement is Contract are subject to the fulfillment, on or prior to satisfaction at the Closing, time of Closing of each of the following conditions (any or all of which may be waived by the Seller in whole or in part by Buyer at or prior to the extent permitted by applicable lawClosing): (i) All of the representations and warranties of the Company, Coinvest and Purchaser by Seller set forth in this Agreement Contract or any Exhibit attached hereto shall be true and correct in all material respects at respects, as if made on and as of the Closing Date, provided that changes to any representations or warranties regarding the Leases or the Rent Roll based on action of Seller that are permitted by this Contract shall not constitute a condition of 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 in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser Seller shall have performed performed, observed, and complied in all material respects with all obligations covenants and agreements required by this Agreement Contract to be performed or complied with by it on Seller at or prior to the Closing; and (iii) there Seller shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting have taken such actions under Article 4 hereof to enable the transactions contemplated by this Agreement. (b) The obligation of each of Title Insurer to irrevocably and unconditionally commit to issue the Company, Coinvest and Purchaser Title Policy to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and Buyer as of the ClosingClosing Date. If any condition set forth herein is not fully satisfied on or before the Closing Date, except Seller may elect to the extent attempt to satisfy any such representations unsatisfied condition, and warranties relate if Seller so elects by written notice to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Buyer, Seller shall have performed until the date occurring ten (10) days after the Closing Date in which to satisfy such condition, and complied in all material respects with all obligations and agreements required by this Agreement to the Closing Date shall be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closingextended for such period.

Conditions to Closing. (a) The obligation obligations of Purchaser hereunder to purchase and of Seller hereunder to sell the Shares are subject to the fulfillment of the following conditions: (i) all permits, orders, approvals, consents, non-disapprovals or non-objections relating to the Insurance Filings and of any other governmental or insurance regulatory authority which are required in connection with the consummation of the transaction contemplated by this Agreement including, but not limited to, the approval by the States in which the Insurance Filings are required and such other regulatory authorities as require a permit, order, approval, consent, non-disapproval or non-objection (in the case of any non-disapprovals or non-objections as evidenced by the time period prescribed by applicable insurance law having elapsed without Purchaser having received any objection), shall have been obtained (and, subject to Purchaser's obligations under Section 5(b) and (c), not contain any conditions or other terms that are not reasonably acceptable to Purchaser) and such permits, orders, approvals, consents, non-disapprovals and/or non-objections shall be effective and shall not have been suspended, revoked or stayed; (ii) all applicable waiting periods under the HSR Act shall have expired or been terminated; and (iii) no injunction or law prohibiting or making illegal the consummation of the transaction contemplated by this Agreement shall have been enacted, issued, promulgated or enforced by any court or governmental authority having jurisdiction over Seller or Purchaser. (b) The obligations of Seller to consummate the transactions transaction contemplated by this Agreement is shall be further subject to the fulfillment, at or prior to the Settlement Date, of the following conditions: (i) the representations and warranties of Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Settlement Date, with the same force and effect as if made at the Settlement Date (except if made as of a specified earlier date), (ii) the covenants and agreements contained in this Agreement to be complied with by Purchaser on or before the Settlement Date shall have been complied with in all material respects, and (iii) Seller shall have received a certificate from Purchaser to the effect set forth in clauses (i) and (ii) signed by a duly authorized representative thereof. (c) The obligations of Purchaser to consummate the transaction contemplated by this Agreement shall be further subject to the fulfillment, on or prior to the ClosingSettlement Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): conditions: (i) the representations and warranties of the Company, Coinvest and Purchaser set forth Seller contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at and as of the ClosingSettlement Date, with the same force and effect as if made at the Settlement Date (except to for the extent such representations representation and warranties relate to an earlier date (warranty set forth in Section 3(d), which case such representations and warranties shall only be true and correct in all material respects on and made as of such earlier datethe date of this Agreement); , (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations covenants and agreements required by contained in this Agreement to be performed or complied with by it Seller on or before the Settlement Date shall have been complied with in all material respects, and (iii) Purchaser shall have received a certificate from Seller to the effect set forth in clauses (i) and (ii) signed by a duly authorized representative thereof and if requested in writing by Purchaser at least two (2) days prior to the Closing; and (iii) there shall not be in effect any Order by Settlement Date, a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this duly executed Assignment Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation obligations of Parent, Production Company, UnSub, Merger Subs and the Company to consummate the Closing are subject to the satisfaction of the Seller following conditions: (i) the Company Stockholder Approval shall have been obtained in accordance with the DGCL; (ii) the Parent Stockholder Approval shall have been obtained in accordance with the DGCL; (iii) any applicable waiting period under the HSR Act with respect to consummate the transactions contemplated by this Agreement shall have expired or been terminated; (iv) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the use of the Registration Statement shall have been issued by the SEC; (v) the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement shall have been approved for listing on NYSE, subject only to official notice of issuance thereof; and (vi) there shall not be in force an injunction or order of any court of competent jurisdiction in the United States enjoining or prohibiting the consummation of the Closing. (b) The obligation of Parent, Production Company, UnSub and Merger Subs to consummate the Closing is subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):further conditions: (i) (A) the Fundamental Warranties of the Company contained in this Agreement, disregarding all qualifications contained therein relating to materiality or Company Material Adverse Effect shall be true and correct in all material respects as of the Closing Date (other than the second sentence of Section 3.06(a), which shall be true and correct in all respects except for any de minimis inaccuracies), as if made at and as of such date, except with respect to representations and warranties of the Companywhich speak as to an earlier date, Coinvest which representations and Purchaser set forth in this Agreement warranties shall be true and correct in all material respects at and as of such date (other than the Closingsecond sentence of Section 3.06(a), which shall be true and correct in all respects except for any de minimis inaccuracies), (B) the representations and warranties of the Company contained in this Agreement other than the Fundamental Warranties of the Company and the representations and warranties set forth in Section 3.09(b) (Absence of Certain Changes), disregarding all qualifications contained therein relating to materiality or Company Material Adverse Effect, shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties, disregarding all qualifications contained therein relating to materiality or Company Material Adverse Effect, shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, and (C) the representations and warranties set forth in Section 3.09(b) (Absence of Certain Changes) shall be true and correct as of the Closing Date, as if made at and as of such date; (ii) the covenants of the Company to be performed prior to the Closing shall have been performed (or any non-performance, to the extent curable, shall have been cured), with only such representations exceptions as in the aggregate would not reasonably be expected to be material; (iii) since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect that is continuing; and (iv) Parent shall have received a certificate signed by an executive officer of the Company to the effect of the foregoing clauses (i) through (iii). (c) The obligation of the Company to consummate the Closing is subject to the satisfaction of the following further conditions: (i) (A) the Fundamental Warranties of Parent, Production Company, UnSub and warranties relate Merger Subs contained in this Agreement, disregarding all qualifications contained therein relating to an earlier date (in which case such representations and warranties materiality or Parent Material Adverse Effect, shall be true and correct in all material respects on as of the Closing Date (other than the second sentence of Section 4.06(a), which shall be true and correct in all respects except for any de minimis inaccuracies), as if made at and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects except with all obligations and agreements required by this Agreement respect to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in other than the second sentence of Section 4.06(a), which case such representations and warranties shall be true and correct in all material respects on except for any de minimis inaccuracies) and (B) the representations and warranties of Parent, Production Company, UnSub and Merger Subs contained in this Agreement other than the Fundamental Warranties of Parent, Production Company, UnSub and Merger Subs and the representations and warranties set forth in Section 4.09(b) (Absence of Certain Changes), disregarding all qualifications contained therein relating to materiality or Parent Material Adverse Effect, shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties which speak as to an earlier date), which representations and warranties, disregarding all qualifications contained therein relating to materiality or Parent Material Adverse Effect, shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect, and (C) the representations and warranties set forth in Section 4.09(b) (Absence of Certain Changes) shall be true and correct as of the Closing Date, as if made at and as of such date; (ii) Seller shall have performed the covenants of Parent, Production Company, UnSub and complied in all material respects with all obligations and agreements required by this Agreement Merger Subs to be performed or complied with by it on or prior to the ClosingClosing shall have been performed (or any non-performance, to the extent curable, shall have been cured), with only such exceptions as in the aggregate would not reasonably be expected to be material; (iii) since the date of this Agreement, there shall not be in effect have occurred any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andParent Material Adverse Effect that is continuing; (iv) the closing Company shall have received a certificate signed by an executive officer of Parent to the effect of the transactions contemplated foregoing clauses (i) through (iii); (v) the Company shall have received an opinion from Company Tax Counsel, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the First Merger and the Second Merger, taken together as an integrated transaction, more likely than not qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Closing Tax Opinion”). In rendering the Closing Tax Opinion, Company Tax Counsel shall be entitled to rely upon representations, warranties and covenants of officers of Parent, Merger Sub I, Merger Sub II and the Company and any of their respective Affiliates and Representatives, including those contained in the representation letters described in Section 7.01; and (vi) Parent shall have funded the Company Rabbi Trust in the manner required by Section 6.03(b). (d) All conditions to the Closing shall be deemed to have been satisfied or waived from and after the consummation of the Closing. None of Parent, Production Company, UnSub, Merger Sub I, Merger Sub II or the Company shall, and each shall cause its Affiliates not to, take any action that would, or would reasonably be expected to, result in any condition set forth in this Article 8 not being satisfied, and none of the Company, Production Company, UnSub, Parent, Merger Sub I or Merger Sub II may rely on the failure of any condition set forth in this Article 8 to be satisfied if such failure was caused by the Subscription Agreement shall have occurred failure of any of the Company, on the one hand, or shall occur concurrently Parent, Production Company, UnSub, Merger Sub I or Merger Sub II, on the other hand, respectively, to comply with the Closingits obligations under this Agreement.

Conditions to Closing. (a) The effectiveness of this Agreement and obligation of each Lender to make the Seller to consummate Initial Term Loans on the transactions contemplated by this Agreement is Closing Date shall be subject to the fulfillment, on or prior to receipt by Agent and the Closing, Lenders of each agreement, document and instrument set forth on the closing checklist attached hereto as Exhibit G, each in form and substance satisfactory to Agent and the Lenders, and the satisfaction of the following conditions precedent, each to the satisfaction of Agent and Lenders in their sole discretion: (a) the receipt by Agent and the Lenders of executed counterparts of this Agreement and the other Financing Documents; (b) the payment of all fees, expenses and other amounts due and payable under each Financing Document; (c) since December 31, 2021, the absence of any fact, event or all circumstance that would reasonably be expected to result in a Material Adverse Effect; (d) receipt by Agent of which may be waived a Notice of Borrowing in compliance with this Agreement; (e) receipt by the Seller in whole or in part Agent and the Lenders at least 3 Business Days prior to the extent permitted Closing Date all documentation and other information requested by Agent or any Lender and required by regulatory authorities under applicable law):“know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act; (if) the fact that, immediately before and after the funding of the Initial Term Loans, no Default or Event of Default shall have occurred and be continuing; and (g) the fact that the representations and warranties of each Credit Party contained in the CompanyFinancing Documents shall be true, Coinvest correct and Purchaser set forth complete in this Agreement all material respects on and as of the date of such borrowing, except to the extent that any such representation or warranty relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) the Company; provided, Coinvest and Purchaser shall have performed and complied however, in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there each case, such materiality qualifier shall not be in effect applicable to any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth that are already qualified or modified by materiality in the text thereof. Each Lender, by delivering its signature page to this Agreement Agreement, shall be true deemed to have acknowledged receipt of, and correct in all material respects at consented to and as of the Closingapproved, except to the extent such representations each Financing Document and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements each other document, agreement and/or instrument required by this Agreement to be performed approved by Agent, Required Lenders or complied with by it Lenders, as applicable, on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingClosing Date.

Conditions to Closing. (a) The obligation of 5.1 Conditions to Ultrak's Obligations at the Seller Closing. Ultrak's obligations to consummate purchase the transactions contemplated by this Agreement is Shares at the Closing are subject to the fulfillment, fulfillment on or prior to the Closing, of each Closing Date of the following conditions (conditions, any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Ultrak: (ia) the The representations and warranties of made by the Company, Coinvest and Purchaser set forth in this Agreement Company herein shall be true and correct in all material respects at when made, and 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 and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of such earlier the same date); (ii) ; and the Company, Coinvest and Purchaser Company shall have performed and complied in all material respects with all obligations and agreements conditions herein required by this Agreement to be performed or complied with observed by it on or prior to the Closing; and (iii) there Closing Date and all documents incident thereto shall not be satisfactory in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementform and content to Ultrak and its counsel. (b) The obligation Company shall have obtained all consents, permits and waivers necessary or appropriate for consummation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject which need to the fulfillment, on or be obtained prior to the Closing. (c) At the Closing, of each the purchase of the following conditions Shares by Ultrak shall be legally permitted by all laws and regulations to which the Company is subject. (any d) Each executive officer of the Company listed on Schedule 5.1(d) attached hereto shall have entered into a Non-Competition and Employment Agreement with the Company in substantially the form of Exhibit 5.1(d) attached hereto. (e) The Company and Ultrak shall have entered into a non-exclusive Distribution/Reseller Agreement in substantially the form of Exhibit 5.1(e) attached hereto. (f) The Subordinate Debt shall have been converted into shares of Common Stock in accordance with the terms of the instruments evidencing such debt. (g) Effective as of the Closing Date, the Company shall have increased its allowance for uncollectible receivables, warranty reserves, and reserves for unrecorded liabilities to an aggregate minimum amount of $75,000, subject to verification or all of which may be waived, as to each modification by mutual agreement of the Company, Coinvest 's auditor and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or Ultrak's CFO prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restrainingOctober 15, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing1996.

Conditions to Closing. (a) The obligation of Investor to acquire Units at the Seller to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillmentfulfillment of the following, on or prior to the Closing, date of each Closing of the following conditions (any or all of which may be unless waived by the Seller in whole or in part to the extent permitted by applicable lawInvestor): (i) the The representations and warranties of the Company, Coinvest and Purchaser set forth Company contained in this Agreement Section 3 herein shall be true and correct in all material respects at and as of the Closing, (except to the extent such for those representations and warranties relate which are qualified as to an earlier date (materiality, in which case such representations and warranties shall be true and correct in all material respects respects) as of the date of Closing, as though made on and as of such earlier date);, except for such representations and warranties that speak as of a specific date. (ii) the Company, Coinvest and Purchaser The Company shall have performed performed, satisfied and complied in all material respects with all obligations covenants, agreements and agreements conditions required by this Agreement the Transaction Agreements to be performed performed, satisfied or complied with by it on at or prior to the Closing; andClosing and shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Units, all of which shall be and remain so long as necessary in full force and effect. (iii) there the Company shall not be in effect any Order deliver to the Investor this Agreement and the Registration Rights Agreement, duly executed by a Governmental Entity the Company; (iv) the NASDAQ Capital Market shall have approved the listing of competent jurisdiction restraining, enjoining or otherwise prohibiting additional shares application for the transactions contemplated by this AgreementShares and Warrant Shares. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on On or prior to the Closing, of each of the following conditions (any Investor shall issue, deliver or all of which may cause to be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, delivered to the extent permitted by applicable law):Company the following: (i) the The representations and warranties of Seller set forth the Investor contained in this Agreement Section 4 herein shall be true and correct in all material respects at and as of the Closing, (except to the extent such for those representations and warranties relate which are qualified as to an earlier date (materiality, in which case such representations and warranties shall be true and correct in all material respects respects) as of the date when made and as of the date of Closing, as though made on and as of such earlier date);, except for such representations and warranties that speak as of a specific date. (ii) Seller Investor shall have performed performed, satisfied and complied in all material respects with all obligations covenants, agreements and agreements conditions required by this Agreement the Transaction Agreements to be performed performed, satisfied or complied with by it on at or prior to the Closing;Closing and shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Units, all of which shall be and remain so long as necessary in full force and effect. (iii) there Investor shall not be in effect any Order deliver to the Company: (1) this Agreement and the Registration Rights Agreement, duly executed by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementInvestor; and (iv2) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingCapital Commitment, in United States dollars and in immediately available funds, and completed Internal Revenue Service Form W-9.

Conditions to Closing. (a) The obligation of the Seller Conditions to consummate the transactions contemplated by this Agreement is subject Each Investor’s Obligations at a Closing. Each Investor’s obligations to the fulfillment, on or prior to the effect a Closing, including, without limitation, its obligation to subscribe for Series B Preferred Stock at such Closing, are conditioned upon the fulfillment (or waiver by such Investor in its sole and absolute discretion) of each of the following events as of the applicable Closing Date, and the Company shall use commercially reasonable efforts to cause each of such conditions (any or all of which may to be waived by the Seller in whole or in part to the extent permitted by applicable law):satisfied: (i) the representations and warranties of the Company, Coinvest and Purchaser Company set forth in this Agreement shall be true and correct in all material respects at and as of the Closingsuch date as if made on such date; provided, except however, that (x) any representation or warranty relating to the extent such representations and warranties relate a particular date shall only need to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier particular date), and (y) if any representation or warranty is not true or correct in all material respects, (1) the Company shall have submitted a certificate to such Holder disclosing all material inaccuracies or omissions in such representation or warranty, (2) the Requisite Investors shall have deemed, in their sole and absolute discretion, the representation or warranty, as so qualified by such certificate, to be acceptable, and (3) such certificate shall be deemed an amendment under this Agreement to such representation or and warranty; (ii) the Company, Coinvest and Purchaser Company shall have complied with or performed and complied in all material respects with all of the agreements, obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements other Transaction Documents that are required by this Agreement to be performed or complied with or performed by it the Company on or prior to the before such Closing; (iii) there shall not be in effect no injunction, restraining order or decree of any Order by a nature of any court or Governmental Entity Authority of competent jurisdiction restraining, enjoining that is in effect that restrains or otherwise prohibiting prohibits the consummation of the transactions contemplated hereby and by this Agreement; andthe other Transaction Documents; (iv) the closing Company shall have executed and delivered to such Investor the Transaction Documents required to be delivered by it on such Closing; and (v) the Company shall have delivered to such Investor (x) a certified, filed copy of the Articles of Association, and (y) a certified copy of the resolutions passed by the Board of Directors authorizing all of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with Transaction Documents to which the ClosingCompany is a party.

Conditions to Closing. (a) 6.1 Conditions to the Investors' Obligations. The ---------------------------------------- obligation of each Investor to purchase the Seller to consummate Shares and the transactions contemplated by this Agreement Warrants at the Closing is subject to the fulfillmentfulfillment to such Investor's satisfaction, on or prior to the ClosingClosing Date, of each of the following conditions (conditions, any or all of which may be waived by such Investor (as to itself only): (a) The representations and warranties made by the Seller Company in whole or in part Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent permitted by applicable law): (i) any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and as of on the ClosingClosing Date, except to the extent any such representations and warranties relate to representation or warranty expressly speaks as of an earlier date (date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser . The Company shall have performed and complied in all material respects with all obligations and agreements conditions herein required by this Agreement to be performed or complied with observed by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (b) The obligation of each Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the Companypurchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, Coinvest all of which shall be in full force and Purchaser effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) 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 instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to consummate the fulfillment of the conditions specified in subsections (a), (b), (d) and (h) of this Section 6.1. (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement is subject and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the fulfillment, signatures and authority of persons signing the Transaction Documents and related documents on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each behalf of the Company. (g) The Investors shall have received an opinion from DLA Piper Rudnick Gray Cary US LLP, Coinvest the Company's counsel, dated as of t▇▇ ▇▇▇▇▇▇▇ ▇▇t▇, ▇▇ ▇▇▇m and Purchaser, substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (h) No stop order or suspension of trading shall have been imposed by the Purchaser, SEC or any other governmental or regulatory body with respect to public trading in whole or in part, to the extent permitted by applicable law):Common Stock. (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement No Material Adverse Effect shall have occurred at or before the Closing Date. (j) Steve Curd, Liesel Loesch, Rick Altinger and Mark Cameron shall occur concurrently with have ▇▇▇▇▇▇▇▇ an▇ ▇▇▇▇▇▇▇▇▇ ▇o ▇▇▇ ▇▇▇▇▇▇▇▇▇ a Lo▇▇-▇▇ ▇▇▇▇▇▇ent in a form and in substance as reasonably acceptable to the ClosingInvestors.

Conditions to Closing. 5.1 Conditions to the Purchasers' and the Company's Obligations. The obligations of a Purchaser to purchase and of the Company to issue and sell the Shares are subject to the fulfillment, on or prior to the Closing, of all of the following conditions, any of which may be waived in whole or in part by mutual agreement of such Purchaser and the Company: (a) The obligation Company shall have obtained all consents, permits and waivers necessary or appropriate on the part of the Seller to consummate Company for consummation of the transactions contemplated by this Agreement, the Rights Agreement, the Voting Agreement and the Co-Sale Agreement at such Closing. Except for the notices required to be filed after such Closing with certain federal and state securities commissions, which notices the Company will file on a timely basis, the Company shall have obtained all approvals of any federal or state governmental authority or regulatory body that are required on the part of the Company in connection with the lawful sale and issuance of the Shares and the Common Stock issuable upon conversion of the Shares at such Closing. (b) At such Closing, the purchase of the Shares by the Purchasers hereunder shall be legally permitted by all laws and regulations to which the Purchasers or the Company is subject. (c) The Restated Certificate shall have been filed with and accepted by the Secretary of State of the State of Delaware. (d) The Company and the Purchasers shall have entered into the Rights Agreement, the Voting Agreement and the Co-Sale Agreement. 5.2 Additional Conditions to the Purchasers' Obligations. In addition to the conditions set forth in Section 51 hereof, each Purchaser's obligation to purchase the Shares is subject to the fulfillment, on or prior to the Closing, of each all of the following conditions (except as otherwise provided below), any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):such Purchaser: (ia) the The representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement Section 3 hereof shall be true and correct in all material respects at when made, and shall be true and correct as of the Closing with the same force and effect as if they had been made on and 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 and correct in all material respects on and as of such earlier date);. (iib) the Company, Coinvest and Purchaser The Company shall have performed and complied in all material respects with all obligations and agreements conditions herein required by this Agreement to be performed or complied with observed by it on or prior to the Closing; and. (c) Effective upon the Closing, the Board of Directors shall consist of five (5) directors. (d) The Purchasers shall have received from ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich LLP, counsel to the Company, an opinion letter addressed to them, dated such Closing Date and in substantially the form attached hereto as Exhibit F. (e) The Voting Agreement, the Co-Sale Agreement and the Rights Agreement shall have been executed by the parties thereto (other than the Purchasers). (f) The Company shall have delivered to the Purchasers a certificate, executed by the Chief Financial Officer of the Company and dated the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.1((a)), 5.2((a)), 5.2((b)) and 5.2((c)) and that there has been no materially adverse change in the business, affairs, prospects, operations, properties, assets or condition of the Company since October 31, 1998. (g) All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and to the Purchasers' special counsel, and they shall each have received all such counterpart originals and certified or other copies of such documents as they may reasonably request. Such documents shall include (but not be limited to) the following: (i) A copy of the Restated Certificate and the Bylaws of the Company (as amended through the date of such Closing), certified by the Secretary or the Assistant Secretary of the Company as true and correct copies thereof as of such Closing. (ii) A certificate of the Secretary or an Assistant Secretary or other officer of the Company certifying the names of the officers of the Company authorized to sign this Agreement, the Rights Agreement, the Co-Sale Agreement and the Voting 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) there shall not be in effect any Order by a Governmental Entity A copy of competent jurisdiction restrainingthe resolutions of the Board of Directors and, enjoining or otherwise prohibiting if required, the transactions contemplated by stockholders of the Company evidencing the amendment to the Company's Certificate of Incorporation providing for the authorization of the Shares, the approval of this Agreement, the Rights Agreement, the Voting Agreement, the Co-Sale Agreement and the issuance of the Shares and the Common Stock issuable upon conversion of the Shares and the other matters contemplated hereby. (biv) Good standing certificates issued by the Delaware Secretary of State and the California Secretary of State dated within ten (10) days of the Closing. (h) The obligation of each of the Company, Coinvest Company shall have executed and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as delivered to each Purchaser that is a licensed Small Business Investment Company (an "SBIC Investor") a Size Status Declaration on SBA form 480 and an Assurance of Compliance on SBA form 652, and shall have provided to each such Purchaser information necessary for the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):preparation of a Portfolio financing Report on SBA form 1031. (i) The Company shall have executed and delivered to ▇▇▇▇▇▇ Brothers Venture Capital I, L.P., and the representations other Purchasers affiliated therewith (collectively, "▇▇▇▇▇▇ Brothers"), a side agreement in form and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except substance reasonably acceptable to counsel to the extent such representations Company and warranties relate counsel to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);the Purchasers granting board observer rights to ▇▇▇▇▇▇ Brothers. (iij) Seller The Purchasers shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity purchase an aggregate of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing at least 6,329,114 shares of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with Preferred at the Closing.

Conditions to Closing. 5.1 Conditions to the Obligations of the Company and the Investors. The obligations of the Company and the Investors to effect the Closing shall be subject to the following conditions: (a) The obligation receipt of the Seller all approvals and authorizations of, filings with, and notifications to, or expiration or termination of any applicable waiting period, under applicable Law required to consummate the transactions contemplated hereunder, if any; (b) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the consummation of any of the transactions contemplated at the Closing; (c) the Registration Statement shall have been declared effective by this Agreement is the SEC and shall continue to be effective and no stop order shall have been entered by the SEC with respect thereto; (d) OTC Markets shall have confirmed it has no objections or comments to the Rights Offering prior to the closing thereof; and (e) the Rights Offering shall have been consummated in accordance with the terms of and subject to the fulfillment, on or prior conditions in Section ‎1.1(d). 5.2 Conditions to the Closing, of each Obligations of the following conditions (any or all Company. The obligations of which may the Company to effect the Closing shall be waived by the Seller in whole or in part subject to the extent permitted by applicable law):following conditions: (a) The representations of the Investors in Section ‎1.1(b) shall be true and correct (i) in the case of the Registration Statement and any post-effective amendments thereto, at the respective times referred to in Section ‎1.1(c), and in the case of the Prospectus, as of its date, and (ii) as of the Closing Date, except that in the case of this clause (ii) all references to any time period or date referred to in Section ‎1.1(b) shall be deemed to be references to the Closing Date. All other representations and warranties of the Company, Coinvest and Purchaser set forth Investors contained in this Agreement (A) that are qualified by materiality, material adverse effect or words of similar import, shall be true and correct as of the date hereof and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) and (B) that are not qualified by materiality, material adverse effect or words of similar import, shall be true and correct in all material respects at as of the date hereof and as of the Closing, Closing (except to the extent that any such representations representation and warranties relate to warranty expressly speaks as of an earlier date (date, in which case such representations representation and warranties warranty shall be true and correct in all material respects on and as of such earlier date);. (iib) Each of the Company, Coinvest and Purchaser Investors shall have performed and complied in all material respects with all of its obligations and agreements hereunder required by this Agreement to be performed or by it, and complied with by the covenants hereunder applicable to it on in all material respects, at or prior to the Closing; and. (iiic) Since the date of this Agreement, there shall not have been any material adverse effect or any effect that would, individually or in the aggregate, reasonably be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining expected to materially and adversely affect the Investors’ ability to perform their obligations under this Agreement or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated hereby on a timely basis. (d) The Company shall have received a certificate, signed by this Agreement is subject an authorized person of each Investor, certifying as to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller matters set forth in this Agreement shall be true Sections 5.2(a), 5.2‎(b) and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date5.2‎(c); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation obligations of the Seller Seller, on the one hand, and the Buyer, on the other hand, to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on at or prior to the Closing, of each of the following conditions: (i) there shall not be in effect any preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States or by any United States federal or state governmental or regulatory body nor any statute, rule, regulation or executive order promulgated or enacted by any United States federal or state governmental authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or any other agreement or document contemplated hereby; and (ii) any filings required to be made under the HSR Act shall have been made, and all applicable waiting periods thereunder with respect to the transactions contemplated by this Agreement shall have expired or been terminated. (b) Seller's obligations to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions (any or all of which may be waived in writing by the Seller in whole or in part to the extent permitted by applicable lawSeller): (i) the The representations and warranties of the Company, Coinvest and Purchaser Buyer set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein (other than the representations and warranties contained in all material respects at Section 2.1)) as of the date of this Agreement and as of the Closing, Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), except where the failure of such representations and warranties (other than the representations and warranties contained in Section 2.1) to be so true and correct has not had and would not have, individually or in the aggregate, a Material Adverse Effect; (ii) the Company, Coinvest and Purchaser Buyer shall have performed and complied in all material respects with all obligations each obligation, covenant and agreements condition required by this Agreement and the other documents contemplated hereby to be performed or complied with by it on or prior to or at the Closing; and, with such exceptions as could not reasonably be expected to result in a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement or any other agreement or document contemplated hereby provided, however, that nothing in this subparagraph shall affect Seller’s rights under Section 4.2 in the event of a default thereunder; (iii) there shall not be in effect any Order by a Governmental Entity the YUM! Brands, Inc. Board of competent jurisdiction restrainingDirectors, enjoining or otherwise prohibiting and PHI will have approved the transactions contemplated by this Agreement; (iv) the Seller will have received a copy of resolutions adopted at a meeting or unanimous written consent evidencing the action by the Buyer's Board of Directors approving the purchase of the Assets under this Agreement, which resolutions shall be certified by an authorized officer; (A) the Buyer will deliver to Seller a statement, signed by the Buyer's Chief Financial Officer, certifying that the aggregate amount of the stockholders’ equity shown on Buyer’s pro forma balance sheet (which shall be prepared as of September 23, 2008 and shall give effect to the transactions contemplated by this Agreement (excluding any gain or loss associated with this transaction) and any net financing needed by Buyer to pay the Total Transaction Costs) and will constitute at least 20% of the total of such equity plus all funded indebtedness, in each case, on the same pro forma basis, and (B) Seller shall otherwise be reasonably satisfied in all respects with the capital structure of the Buyer; and (vi) the Buyer shall deliver to Seller and PHI, and the Seller and PHI shall have received from the Buyer and its Affiliates, as the Seller and PHI deem reasonably necessary, all Franchise Disclosure Document receipts, including those relating to any Addenda or Amendments. (bc) The Buyer's obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on at or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, waived in writing by the Purchaser, in whole or in part, to the extent permitted by applicable lawBuyer): (i) the The representations and warranties of Seller set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein (other than the representations and warranties contained in all material respects at Section 2.1)) as of the date of this Agreement and as of the Closing, Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), except where the failure of such representations and warranties (other than the representations and warranties contained in Section 2.1) to be so true and correct has not had and would not have, individually or in the aggregate, a Material Adverse Effect; (ii) Seller shall have performed and complied in all material respects with all obligations each obligation, covenant and agreements condition required by this Agreement and the other documents contemplated hereby to be performed or complied with by it on or prior to or at the Closing;, with such exceptions as could not reasonably be expected to result in a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or any other agreement or document contemplated hereby; provided, however, that nothing in this subparagraph shall affect Buyer’s rights under Section 4.2 in the event of a default thereunder; and (iii) there shall not be in effect any Order the Buyer will have received a copy of a resolution of Seller’s Board of Directors approving the sale of the Assets certified by a Governmental Entity an authorized officer of competent jurisdiction restrainingthe Seller. Notwithstanding the foregoing, enjoining or otherwise prohibiting however, B▇▇▇▇’s obligation to consummate the transactions transaction contemplated by this Agreement; and (iv) Agreement is conditioned upon its ability to obtain the closing necessary financing upon terms that are acceptable to Buyer that does not result in the repricing of the transactions contemplated any of Buyer’s existing debt while preserving adequate liquidity as determined by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingBuyer in its sole discretion.

Conditions to Closing. (a) Section 6.1 The obligation respective obligations of the Seller each party to consummate effect the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which be waived, in whole or in part, to the extent permitted by applicable law. a. The obligations of US WIRELESS to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the Seller waived, in whole or in part part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of the Company, Coinvest and Purchaser set forth VPW contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. US WIRELESS shall have received a certificate from the Majority Member of VPW to such effect. (ii) the Company, Coinvest and Purchaser VPW shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and. US WIRELESS shall have received a certificate from the Majority Member of VPW to such effect. (iii) there shall not be in b. The obligations of VPW to effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of Seller set forth US WIRELESS contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such except, that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. VPW shall each have received a certificate of the principal executive officer of US WIRELESS to such effect. (ii) Seller US WIRELESS shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing;. VPW shall have received a certificate of the principal executive officer of US WIRELESS to such effect. (iii) there US WIRELESS shall not be in put into effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting an agent agreement with the transactions contemplated by this Agreement; andMembers. (iv) VPW shall have received the closing consent to this Agreement from one hundred percent (100%) of its Members. (v) US WIRELESS shall deliver to VPW a copy of its instruction letter to its transfer agent authorizing the issuance of the transactions contemplated by shares to be issued pursuant to this Agreement. (vi) US WIRELESS’s common stock shall be trading on the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingOTC Bulletin Board without extension on its symbol.

Conditions to Closing. (a) The obligation of Purchaser to effect the Seller to consummate the transactions contemplated by this Agreement Transfer Closing is subject to the fulfillment, on satisfaction or prior to the Closing, of each waiver of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) Seller shall have performed in all material respects all of its obligations under this Agreement required to be performed by it at or before the representations Transfer Closing; (ii) Each representation and warranties warranty of the Company, Coinvest and Purchaser set forth Seller contained in this Agreement shall be true and correct in all material respects at (except for the representations set forth in Section 2(b)(i), Section 2(b)(iii), Section 2(b)(v) and as of the ClosingSection 2(b)(vi), 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 in all material respects on respects) as of the time of the Transfer Closing, as if made at and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closingtime; and (iii) there No law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by a government entity shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementhereby. (b) The obligation of each of Seller to effect the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement Transfer Closing is subject to the fulfillment, on satisfaction or prior to the Closing, of each waiver of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) Purchaser shall have performed in all material respects all of its obligations under this Agreement required to be performed by it at or before the representations Transfer Closing; (ii) Each representation and warranties warranty of Seller set forth Purchaser contained in this Agreement shall be true and correct in all material respects at (except for the representations set forth in Section 2(a)(i), Section 2(a)(iii), Section 2(a)(iv), 2(a)(v) and as of the ClosingSection 2(a)(vi), 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 in all material respects on respects) as of the time of the Transfer Closing, as if made at and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing;time; and (iii) there No law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by a government entity shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closinghereby.

Conditions to Closing. (a) The Company’s obligation to complete the purchase and sale of the Seller Securities and deliver stock certificate(s) for the Shares and deliver the Warrants to consummate the transactions contemplated by this Agreement Purchaser is subject to the fulfillment, fulfillment to the Company’s satisfaction on or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Company: (i) The receipt by the Company of an executed copy of this Agreement by the Purchaser; (ii) The receipt by the Company of immediately available funds in the full amount of the purchase price for the Securities being purchased by the Purchaser as set forth in the Agreement (the “Purchase Price”), in accordance with the wire transfer instructions delivered by the Company pursuant to Section 2.1(b); (iii) The receipt by the Company of at least $20,000,000 for the Securities being purchased in the Offering by the Purchaser and third party purchasers, who are not acting in concert with the Purchaser (together the “Investors”); (iv) The Purchaser’s performance, satisfaction, and compliance, in all material respects, with all covenants, agreements and conditions required by Section 4 of this Agreement at or prior to the Closing Date; (v) The representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement made pursuant to Section 4 shall be true and correct in all material respects at and as of the ClosingClosing Date, except to the extent such for representations and warranties relate to an earlier date (in that are expressly made as of a particular date, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iiivi) there No statute, regulation, executive order, decree, ruling or injunction shall not have been enacted, entered, promulgated or endorsed by any court or governmental authority or competent jurisdiction and shall be in effect any Order by a Governmental Entity which prohibits the consummation of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The Purchaser’s obligation of each to complete the purchase and sale of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement Securities is subject to the fulfillmentfulfillment of the Purchaser’s satisfaction, on or prior to the Closing, of each of all the following conditions (conditions, any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, waived by the Purchaser, in whole or in part, to the extent permitted by applicable law):: (i) The receipt by the Purchaser of an executed copy of this Agreement by the Company; (ii) The Company’s performance, satisfaction, and compliance, in all material respects, with all covenants, agreements and conditions required by Section 3 of this Agreement to be performed, at or prior to the Closing Date; (iii) The representations and warranties of Seller set forth in this Agreement the Company hereunder shall be true and correct in all material respects at and as of the ClosingClosing Date as though made at that time, except to the extent such for representations and warranties relate to an earlier date (in that speak as of a particular date, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (iiiv) Seller shall have performed and complied in all material respects with all obligations and agreements required The delivery by this Agreement to be performed or complied with by it on or prior the Company to the ClosingPurchaser of an opinion, dated as of the Closing Date, from C▇▇▇▇▇ Godward LLP, counsel to the Company, in the form attached as Appendix A hereto; (iiiv) there The receipt by the Company of at least $20,000,000 in immediately available funds for the Securities being purchased by all the Investors; (vi) The Company’s delivery (i) to its transfer agent of irrevocable instructions to issue to the Purchaser or in such nominee name(s) as designated by the Purchaser in writing such number of Shares set forth in the Agreement or, if requested by the Purchaser, one or more certificates representing such Shares, and (ii) copies of the Warrants to the Purchaser for inspection; and (vii) No statute, regulation, executive order, decree, ruling or injunction shall not have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and shall be in effect any Order by a Governmental Entity which prohibits the consummation of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation obligations of the Buyer and Seller to consummate the transactions contemplated by this Agreement is Closing are subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (any or all of which may be waived by B▇▇▇▇ and Seller in a writing signed by both B▇▇▇▇ and Seller, together, in whole or in part, to the Seller extent permitted by Applicable Law): (i) any applicable waiting period under the HSR Act with respect to the Transactions shall have expired or been terminated; and (ii) there shall not be (x) in force or effect any preliminary or final injunction or other Order of any court or Governmental Authority of competent jurisdiction in the United States enjoining, restraining, prohibiting or rendering illegal the consummation of the Transactions, or (y) in effect any Applicable Law in the United States enacted, entered or enforced applicable to the Transactions which makes such Transactions illegal. (b) The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions (any or all of which may be waived by Buyer, in Buyer’s sole discretion, in whole or in part to the extent permitted by applicable lawApplicable Law): (i) (A) (x) the representations and warranties of the Company, Coinvest and Purchaser set forth in Section 3.06(a) and (c) shall be true and correct in all respects, subject to de minimis inaccuracies, as of the Closing Date, (y) all other Seller Fundamental Warranties, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect or similar qualification, shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made on and as of the Closing Date, except to the extent such representations and warranties expressly relate to a specific earlier date or the date of this Agreement Agreement, in which case, such representations and warranties shall be true and correct in all material respects at and as of such date, (B) the Closingrepresentations and warranties set forth at Section 3.09(b), disregarding all qualifications contained therein relating to materiality or Material Adverse Effect or similar qualification, shall be true and correct in all respects and (C) the representations and warranties of Seller, other than the Seller Fundamental Warranties and the representations and warranties set forth at Section 3.09(b), contained in this Agreement, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect or similar qualifications, shall be true and correct as of the Closing Date, with the same force and effect as if made on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an a specific earlier date (or the date of this Agreement, in which case, such representations and warranties shall be true and correct on and as of such date, except, in each case under this clause (C), for any inaccuracy or omission that has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ii) the covenants, obligations and other agreements required by this Agreement to be performed, or complied with, by Seller at or prior to the Closing shall have been performed and complied with in all material respects; (iii) since the date hereof, no Material Adverse Effect shall have occurred; (iv) Buyer shall have received a certificate duly signed by an executive officer of Seller certifying that the conditions set forth in each of the foregoing clauses ‎(i), (ii) and (iii), have been satisfied; and (v) the Pre-Closing Reorganization shall have occurred. (c) The obligation of Seller to consummate the Closing is subject to the satisfaction of the following further conditions (any or all of which may be waived by Seller, in Seller’s sole discretion, in whole or in part to the extent permitted by Applicable Law): (A) the Buyer Fundamental Warranties, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect or similar qualification, shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date, except to the extent such representations and warranties expressly relate to a specific earlier date or the date of this Agreement, in which case, such representations and warranties shall be true and correct in all material respects on at and as of such earlier date); , and (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (iB) the representations and warranties of Seller set forth Buyer, other than Buyer Fundamental Warranties, contained in this Agreement shall shall, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect or similar qualification, be true and correct in all material respects at as the date hereof and as of the ClosingClosing Date, with the same force and effect as if made on and as of the Closing Date, except to the extent that such representations and warranties expressly relate to an a specific earlier date (or the date of this Agreement, in which case case, such representations and warranties shall be true and correct in all material respects on and as of such earlier date, except in each case under this clause (B), for any inaccuracy or omission that has not, and would not reasonably be expected, individually or in the aggregate, to materially impair or delay Buyer’s ability to perform or comply with its obligations under this Agreement or consummate the Transactions; (ii) Seller shall have performed and complied in all material respects with all the covenants, obligations and other agreements required by this Agreement to be performed performed, or complied with with, by it on Buyer at or prior to the Closing;Closing shall have been performed and complied with in all material respects; and (iii) there Seller shall not be have received a certificate duly signed by an executive officer of Buyer certifying that the conditions set forth in effect any Order by a Governmental Entity each of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andforegoing clauses ‎(i) and ‎(ii) have been satisfied. (ivd) All conditions to the closing Closing shall be deemed to have been satisfied or waived from and after the consummation of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation obligations of Buyer and/or the Seller Company to consummate the transactions contemplated by this Agreement is Transactions shall be contingent upon and subject to the fulfillment, on satisfaction or prior to the Closing, of each waiver by Buyer (where permissible) of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the The representations and warranties of the Company, Coinvest and Purchaser set forth Seller contained in this Agreement shall be true and correct in all material respects at as of the Closing, as though made on and as of the Closing, except to the extent such representations and warranties relate to expressly made as of an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);. (ii) the Company, Coinvest and Purchaser Seller shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and. (iii) there All consents from third parties under any agreement, contract, license, lease or other instrument to which Seller is a party or by which it is bound required as a result of the Transactions shall not be have been obtained from such third parties. (iv) Seller shall have delivered to Buyer a certificate, dated the date of the Closing, signed by the duly authorized officer of Seller, certifying to Buyer and the Company as to the satisfaction of the conditions specified in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting Sections 2(a)(i) through 2(a)(iii) hereof (the transactions contemplated by this Agreement“Seller Closing Certificate”). (b) The obligation obligations of each of the Company, Coinvest and Purchaser Seller to consummate the transactions contemplated by this Agreement is Transactions shall be contingent upon and subject to the fulfillment, on satisfaction or prior to the Closing, of each waiver by Seller (where permissible) of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) the The representations and warranties of Seller set forth Buyer contained in this Agreement shall be true and correct in all material respects at as of the Closing, as though made on and as of the Closing, except to the extent such representations and warranties relate to expressly made as of an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);. (ii) Seller Buyer shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing;. (iii) there All consents from third parties under any agreement, contract, license, lease or other instrument to which Buyer or the Company is a party or by which it is bound required as a result of the Transactions shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andhave been obtained from such third parties. (iv) Buyer shall have delivered to Seller a certificate, dated the closing date of the transactions contemplated Closing, signed by the Subscription Agreement shall have occurred or shall occur concurrently with duly authorized officer of Buyer, certifying to Seller as to the Closingsatisfaction of the conditions specified in Sections 2(b)(i) through 2(b)(iii) hereof (the “Buyer Closing Certificate”).

Conditions to Closing. 3.2.1 The obligations of each of the Company and Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by the Company, on the one hand, or Subscriber, on the other, of the conditions that, on the Closing Date: (ai) No suspension of the qualification of the Common Stock for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred. (ii) No governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby. (iii) Each of the Company and Subscriber acknowledge the Common Stock ownership and issuance limitations set forth in Section 3.1(i) above and agree that in no event shall such limitations be exceeded by either this Subscription Agreement or as a result of the Other Subscription Agreements, if any. (iv) The Company and Subscriber shall have entered into the Shareholder Agreement in the form attached hereto as Exhibit A. 3.2.2 The obligation of the Seller Company to consummate the transactions contemplated by this Agreement is Closing shall be subject to the fulfillmentsatisfaction or valid waiver by the Company of the additional conditions that, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Closing Date: (i) the All representations and warranties of the Company, Coinvest and Purchaser set forth Subscriber contained in this Subscription Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such Closing Date (other than those representations and warranties relate to expressly made as of an earlier date (in date, which case such representations and warranties shall be true and correct in all material respects on and as of such date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date);. (ii) the Company, Coinvest and Purchaser Subscriber shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; andSubscription Agreement. (iii) there Since the date of this Subscription Agreement, no event, the result of which is a Subscriber Material Adverse Effect, shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementhave occurred that is continuing. (b) 3.2.3 The obligation of each of the Company, Coinvest and Purchaser Subscriber to consummate the transactions contemplated by this Agreement is Closing shall be subject to the fulfillmentsatisfaction or valid waiver by Subscriber of the additional conditions that, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):Closing Date: (i) the All representations and warranties of Seller set forth the Company contained in this Subscription Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such Closing Date (other than those representations and warranties relate to expressly made as of an earlier date (in date, which case such representations and warranties shall be true and correct in all material respects on and as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date);. (ii) Seller The Company shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing;Subscription Agreement. (iii) there shall not be in effect any Order by No event, the result of which is a Governmental Entity of competent jurisdiction restrainingMaterial Adverse Effect, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closingthat is continuing.

Conditions to Closing. (a) The obligation obligations of the Buyer and Seller to consummate the transactions contemplated by this Agreement is Closing are subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (any or all of which may be waived by the Seller Buyer and Seller, together, in whole or in part to the extent permitted by applicable lawApplicable Law): (i) any applicable waiting period under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; and (ii) there shall not be in force an injunction or order of any court of competent jurisdiction in the United States enjoining, prohibiting or rendering illegal the consummation of the Closing. (b) The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law): (i) (A) the Seller Fundamental Warranties contained in this Agreement, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects, as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties of the Companywhich speak as to an earlier date, Coinvest which representations and Purchaser set forth in this Agreement warranties shall be true and correct in all material respects at and as of such date, and (B) the Closingrepresentations and warranties of Seller, other than the Seller Fundamental Warranties, contained in this Agreement, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (ii) the covenants of Seller to be performed prior to the Closing shall have been performed in all material respects (or any non-performance shall have been cured to the extent such representations necessary to satisfy this condition); (iii) Buyer shall have received a certificate signed by an executive officer of Seller to the effect of the foregoing clauses ‎(i) and warranties relate ‎(ii); and (iv) Since the date of this Agreement, there shall not have occurred any event that, individually or in the aggregate with all other effects since the date of this Agreement, has had or would reasonably be expected to an earlier date have, individually or in the aggregate, a Material Adverse Effect. (c) The obligation of Seller to consummate the Closing is subject to the satisfaction of the following further conditions (any or all of which may be waived by Seller in which case such representations and warranties whole or in part to the extent permitted by Applicable Law): (A) the Buyer Fundamental Warranties contained in this Agreement, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects on as of the Closing Date, as if made at and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects except with all obligations and agreements required by this Agreement respect to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, and (B) the Closing, except to the extent such representations and warranties relate of Buyer, other than Buyer Fundamental Warranties, contained in this Agreement shall, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties which speak as to an earlier date (in date, which case such representations and warranties shall be true and correct in all material respects on at and as of such earlier date), except any inaccuracy or omission that would not reasonably be expected, individually or in the aggregate, to materially impair Buyer’s ability to perform or comply with its obligations under this Agreement or consummate the transactions contemplated hereby; (ii) Seller the covenants of Buyer to be performed prior to the Closing shall have been performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed (or complied with by it on or prior any non-performance shall have been cured to the Closing;extent necessary to satisfy this condition); and (iii) there Seller shall not have received a certificate signed by an executive officer of Buyer to the effect of the foregoing clauses ‎(i) and ‎(ii). (d) All conditions to the Closing shall be deemed to have been satisfied or waived from and after the consummation of the Closing. Neither Seller nor Buyer may rely on the failure of any condition set forth in effect any Order this ‎Article 8 to be satisfied if such failure was caused by a Governmental Entity the failure of competent jurisdiction restrainingSeller, enjoining on the one hand, or otherwise prohibiting Buyer, on the transactions contemplated by other hand, respectively, to comply with its obligations under this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The obligation respective obligations of the Seller each party to consummate effect the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions condition, any or all of which be waived, in whole or in part, to the extent permitted by applicable law: (i) No governmental entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunction or other order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of the transactions contemplated in this which is in effect and which prevents or prohibits consummation of the transactions contemplated in this Agreement; provided, however, that the parties shall use their best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted. (b) The obligations of Loeffler to effect the transactions contemplated herein s▇▇▇▇ ▇▇ subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the Seller waived, in whole or in part part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of the Company, Coinvest and Purchaser set forth Merci contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. Loeffler shall have received a certificate of the principal ▇▇ecutive officer of Merci to such effect. (ii) the Company, Coinvest and Purchaser Merci shall have performed and or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing including filing of all required reports with the SEC pursuant to the Exchange Act. Loeffler shall have received a certificate of the pri▇▇▇▇▇▇ ▇xecutive officer of Merci to such effect. (c) The obligations of Merci to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law: (i) Each of the representations and warranties of Loeffler contained in this Agreement shall be true ▇▇▇ ▇▇▇rect in all material respects as of the Closing, except, that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. Merci shall each have received a certificate of the principal executive officer of Loeffler to such effect. (ii) Loeffler shall have perfo▇▇▇▇ ▇▇ complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there . Merci shall not be in effect any Order by have received a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each certificate of the Company, Coinvest and Purchaser principal executive officer of Loeffler to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closingeffect.

Conditions to Closing. (a) 6.1 Conditions to the Investors' Obligations. The ---------------------------------------- obligation of each Investor to purchase the Seller to consummate Shares and the transactions contemplated by this Agreement Warrants at the Closing is subject to the fulfillmentfulfillment to such Investor's satisfaction, on or prior to the ClosingClosing Date, of each of the following conditions (conditions, any or all of which may be waived by such Investor (as to itself only): (a) The representations and warranties made by the Seller Company in whole or in part Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent permitted by applicable law): (i) any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and as of on the ClosingClosing Date, except to the extent any such representations and warranties relate to representation or warranty expressly speaks as of an earlier date (date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser . The Company shall have performed and complied in all material respects with all obligations and agreements covenants herein required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (b) The obligation of each Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the Companypurchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, Coinvest all of which shall be in full force and Purchaser effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have received oral confirmation from Nasdaq to consummate the effect that the issuance and sale of the Securities as contemplated hereby will not require stockholder approval pursuant to the requirements of Nasdaq Marketplace Rule 4350(i). (e) 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 instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) and (i) of this Section 6.1. (g) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement is subject and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the fulfillment, signatures and authority of persons signing the Transaction Documents and related documents on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each behalf of the Company. (h) The Investors shall have received an opinion from Covington & Burling, Coinvest and Purchaserthe Company's counsel, by dated as of the PurchaserClosing ▇▇▇▇, in whole or in part, ▇▇ the ▇▇▇▇ ▇reviously agreed to with the extent permitted by applicable law):Investors. (i) the representations and warranties No stop order or suspension of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller trading shall have performed and complied been imposed by Nasdaq, the SEC or any other governmental or regulatory body with respect to public trading in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingCommon Stock.

Conditions to Closing. 5.1 Conditions to the Purchasers' and the Company's Obligations. The obligations of a Purchaser to purchase and of the Company to issue and sell the Shares are subject to the fulfillment, on or prior to the Closing, of all of the following conditions, any of which may be waived in whole or in part by mutual agreement of such Purchaser and the Company: (a) The obligation Company shall have obtained all consents, permits and waivers necessary or appropriate on the part of the Seller to consummate Company for consummation of the transactions contemplated by this Agreement, the Rights Agreement, the Voting Agreement and the Co-Sale Agreement at such Closing. Except for the notices required to be filed after such Closing with certain federal and state securities commissions, which notices the Company will file on a timely basis, the Company shall have obtained all approvals of any federal or state governmental authority or regulatory body that are required on the part of the Company in connection with the lawful sale and issuance of the Shares and the Common Stock issuable upon conversion of the Shares at such Closing. (b) At such Closing, the purchase of the Shares by the Purchasers hereunder shall be legally permitted by all laws and regulations to which the Purchasers or the Company is subject. (c) The Restated Certificate shall have been filed with and accepted by the Secretary of State of the State of Delaware. (d) The Company and the Purchasers shall have entered into the Rights Agreement, the Voting Agreement and the Co-Sale Agreement. 5.2 Additional Conditions to the Purchasers' Obligations. In addition to the conditions set forth in Section 51 hereof, each Purchaser's obligation to purchase the Shares is subject to the fulfillment, on or prior to the Closing, of each all of the following conditions (except as otherwise provided below), any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):such Purchaser: (ia) the The representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement Section 3 hereof shall be true and correct in all material respects at when made, and shall be true and correct as of the Closing with the same force and effect as if they had been made on and 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 and correct in all material respects on and as of such earlier date);. (iib) the Company, Coinvest and Purchaser The Company shall have performed and complied in all material respects with all obligations and agreements conditions herein required by this Agreement to be performed or complied with observed by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (bc) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to Effective upon the Closing, the Board of each Directors shall consist of the following conditions six (any or all 6) directors, consisting of which may be waived▇▇▇ ▇▇▇▇, as to each of the Company▇▇▇▇ ▇▇▇▇▇▇, Coinvest and Purchaser▇▇▇▇▇ ▇▇▇▇▇▇▇▇, by the Purchaser▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing▇▇▇▇▇▇▇ ▇.

Conditions to Closing. (a) The obligation of the Seller Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on satisfaction (or prior to the Closing, of each waiver by Buyer in its sole discretion) of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):further conditions (ia) the The representations and warranties of the Company, Coinvest and Purchaser Seller set forth in this Agreement shall be have been true and correct in all material respects at and as of the Closingdate hereof and shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties relate refer specifically to an earlier date (date, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date); (iib) the Company, Coinvest and Purchaser Seller shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iiic) there Buyer shall not have received a certificate dated the Closing Date signed on behalf of Seller by the President of Seller to the effect that the conditions set forth in Sections 2.7(i) and (ii); (d) There shall have been no material adverse change in the Assets; (e) No Action shall be in effect pending or threatened before any Order by a Governmental Entity court or other governmental entity or before any other person wherein an unfavorable order would (i) prevent consummation of competent jurisdiction restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; and, (ii) affect adversely the right of Buyer to own the Assets or (iii) restrain or prohibit Buyer’s ownership or operation (of all or any material portion of the Assets, or compel Buyer or any of its affiliates to dispose of or hold separate all or any material portion of the Assets or all or any material portion of the business and assets of Buyer, and no such Order shall be in effect; (ivf) the closing of No law shall have been enacted or shall be deemed applicable to the transactions contemplated by this Agreement or the Subscription Agreement Ancillary Agreements which has any of the effects set forth in clauses (i) through (iii) in Section 4.5; (g) Seller shall have occurred or obtained the Consent of each Person whose Consent is required under the Contracts set forth in Schedule 1.1(b) and shall occur concurrently have provided evidence of each such Consent in form and substance satisfactory to Buyer; (h) Buyer shall have received all Authorizations (including any Environmental Permits) that are necessary for it to conduct the Business substantially as conducted by the Seller Group on the Balance Sheet Date and the date of this Agreement; (i) Seller shall have delivered to Buyer all agreements and other documents required to be delivered by Seller to Buyer pursuant to Section 2.2 of this Agreement; (j) Buyer shall have completed and shall be fully satisfied in its sole discretion with the Closingresults of its review of, and its other due diligence investigations with respect to, the Business.

Conditions to Closing. (a) The obligations of the Issuer and the Investor to consummate the Closing are subject to the satisfaction (or, to the extent permitted under applicable law, waiver in writing by each of Issuer and Investor) of the following conditions: (i) The execution and delivery of the Loan Agreement by the parties thereto and the funding of loans by the Investor thereunder of at least $50 million and the execution and delivery of definitive documentation in connection with the other transactions contemplated by Exhibit A, including the amendments to the Company’s existing credit facilities by the Company’s existing lenders thereunder; and (ii) There being no provision of applicable law that prohibits the consummation of the Closing. (b) The obligation of the Seller Investor to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillmentsatisfaction (or, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by under applicable law):, waiver in writing by Investor) of the following further conditions: (i) the receipt from the Issuer of (i) a duly executed Voting Trust Agreement, having the terms set forth in Exhibit B attached hereto (the “Trust Agreement”) and (ii) a duly executed Registration Rights Agreement, with the terms thereof to be agreed by the parties hereto (the “Registration Rights Agreement”); (ii) the representations and warranties of the CompanyIssuer in Article 2, Coinvest and Purchaser set forth in this Agreement shall be true and correct in all material respects at and as of the Closingeach other document delivered pursuant hereto, 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 in all material respects on and as of the date hereof and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date); (ii) the Company, Coinvest in which case they shall be true and Purchaser shall have performed and complied correct in all material respects as of such earlier date; provided, that any such representation and warranty that is qualified by “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to such qualification therein) on and as of the Closing Date with the same effect as though made on and as of such date or such earlier date, as applicable; (iii) the Issuer shall have performed in all material respects all of its obligations and agreements hereunder required by this Agreement to be performed or complied with by it on or prior to the Closing; (iv) the receipt from the Issuer counsel of a closing opinion reasonably satisfactory to the Investor in customary form for a primary issuance of common stock; and (iiiv) there shall not be the receipt of a certificate duly executed by an authorized officer of the Issuer certifying as to the satisfaction of the conditions set forth in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementSection 1.03(b)(ii) and Section 1.03(b)(iii). (bc) The obligation of each of the Company, Coinvest and Purchaser Issuer to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment, on or prior to the Closing, of each of the following conditions satisfaction (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in partor, to the extent permitted by under applicable law):, waiver in writing by the Issuer) of the following further conditions: (i) the representations and warranties of Seller set forth the Investor in this Agreement shall be true Article 3, and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties each other document delivered pursuant hereto shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date);; provided, that any such representation and warranty that is qualified by “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to such qualification therein) on and as of the Closing Date with the same effect as though made on and as of such date or such earlier date, as applicable; and (ii) Seller shall have performed the receipt from the Investor of a duly executed (A) Trust Agreement and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iiiB) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Registration Rights Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) The a. It shall be a condition to the Company's obligation to close the purchase of the Shares from the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of that each of the following conditions (shall have first been satisfied, any one or all more of which may be waived by the Seller Company in whole its discretion: i. the Company's Board of Directors shall have approved the purchase of the Shares and this Agreement; ii. no action or in part proceedings shall have been instituted or, to the extent permitted by applicable law): (i) the representations knowledge, information and warranties belief of the Company, Coinvest shall have been threatened before a court or other government body or by any public authority to restrain or prohibit any of the transactions contemplated by this Agreement and Purchaser set forth an authorized officer of the Company shall have delivered to the Seller a certificate, dated the Closing Date, to such effect; iii. the representations made by the Seller in this Agreement shall be true and correct in all material respects at and as of the Closingdate hereof and the Closing Date, except and Seller shall deliver to the extent Company at the Closing a certificate, dated the Closing Date, to such representations and warranties relate to an earlier date (in which case such representations and warranties effect. b. It shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior a condition to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting Seller's obligation to close the transactions contemplated by this Agreement. (b) The obligation of each sale of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject Shares to the fulfillment, on or prior to the Closing, of Company that each of the following conditions (shall have first been satisfied, any one or all more of which may be waived, as to each waived by the Seller in his discretion: i. the Company's Board of Directors shall have approved the purchase of the Company, Coinvest Shares and Purchaser, by the Purchaser, in whole consummation of this Agreement; ii. no action or in partproceedings shall have been instituted or, to the extent permitted by applicable law): (i) the representations knowledge, information and warranties belief of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the ClosingSeller, 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 in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required been threatened before a court or other government body or by this Agreement any public authority to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.restrain or

Conditions to Closing. (a) The obligation At or prior to Closing the Company shall have provided evidence to Predix, which evidence must be satisfactory to Predix in its sole discretion that: (i) Each of (i) that certain Voting Agreement, dated as of October 12, 1995 and as amended on October 31, 1997, by and among the Company and the Stockholders (as defined therein) (the "Voting Agreement"); and (ii) that certain Registration Rights Agreement dated as of October 31, 1997, and as amended on May 13, 1999 and May 16, 2000, by and among the Company and the Investors (as defined therein) (the "Registration Rights Agreement") shall have been duly terminated and of no further force and effect. (b) As promptly as practicable after the execution of the Seller to consummate Agreement, the Company shall use its commercially reasonable efforts to, in accordance with the Delaware General Corporation Law and the Company's Certificate of Incorporation and Bylaws, obtain the approval, by vote or written consent of the Company's stockholders (the "Stockholder Approval") for the filing with the Secretary of State of the State of Delaware of Physiome's Amended and Restated Certificate of Incorporation, in the form attached hereto; and (c) As of the Closing: (i) No temporary restraining order, preliminary or permanent injunction or other order (whether temporary, preliminary or permanent) issued by any court of competent jurisdiction, or other legal restraint or prohibition shall be in effect which prevents the consummation of the transactions contemplated by this Agreement is subject to the fulfillmentAgreement, on or prior to the Closing, of each nor shall any proceeding seeking any of the following conditions (any or all of which may foregoing be waived by the Seller in whole or in part to the extent permitted by applicable law):pending. (iii) the representations The representation and warranties of the Company, Coinvest and Purchaser set forth in each party to this Agreement contained herein shall be true and correct in all material respects at and as of the Closingrespects, except for those which are qualified as to the extent such representations and warranties relate to an earlier date (in materiality, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);respects. (iiiii) the Company, Coinvest and Purchaser All parties to this Agreement shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated such party by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) 6.1 Conditions to the Investor's Obligations. The obligation of the Seller Investor to consummate purchase the transactions contemplated by this Agreement Note at Closing is subject to the fulfillmentfulfillment to such Investor's satisfaction, on or prior to the ClosingClosing Date, of each of the following conditions (conditions, any or all of which may be waived by the Seller Investor: (a) The representations and warranties made by the Company in whole or in part Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent permitted by applicable law): (i) any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and as of on the ClosingClosing Date, except to the extent any such representations and warranties relate to representation or warranty expressly speaks as of an earlier date (date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser . The Company shall have performed and complied in all material respects with all obligations and agreements conditions herein required by this Agreement to be performed or complied with observed by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (b) The obligation of each Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the Companypurchase and sale of the Securities, Coinvest and Purchaser to consummate the consummation of the other transactions contemplated by this Agreement is subject to the fulfillmentTransaction Documents, on or prior to the Closing, of each of the following conditions (any or all of which may shall be waived, as to each of the Company, Coinvest in full force and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):effect. (ic) the representations and warranties No judgment, writ, order, injunction, award or decree of Seller set forth in this Agreement shall be true and correct in all material respects at and as or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of the Closingor by any governmental authority, 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 in all material respects on and as of such earlier date); (ii) Seller shall have performed been issued, and complied in all material respects with all obligations and agreements required no action or proceeding shall have been instituted by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraininggovernmental authority, enjoining or otherwise prohibiting preventing the transactions contemplated by this Agreement; and (iv) the closing consummation of the transactions contemplated by hereby or in the Subscription Agreement other Transaction Documents. (d) The Company shall have occurred or executed and delivered the Convertible Note and supporting documentation. (e) The Company shall occur concurrently with have executed and delivered the ClosingIrrevocable Transfer Agent Instructions.

Conditions to Closing. (a) 8.1 Conditions Precedent to Obligations of Parent and Merger Sub. The obligation obligations of the Seller Parent and Merger Sub to consummate the transactions contemplated by this Agreement is are subject to the fulfillmentsatisfaction, on or prior to the ClosingClosing Date, of each of the following conditions (any or all of which may be waived by the Seller Parent and Merger Sub in whole or in part to the extent permitted by applicable lawLaw): (ia) the representations and warranties of the Company, Coinvest Company qualified as to materiality shall be true and Purchaser set forth in this Agreement correct and those not so qualified shall be true and correct in all material respects respects, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, on and as of such earlier date); provided, however, that for purposes of this Section 8.1(a), materiality shall be determined by its relationship to the Company and its Subsidiaries, taken as a whole; (iib) the Company, Coinvest and Purchaser Company shall have performed and complied in all material respects with all obligations and agreements required by in this Agreement to be performed or complied with by it on or prior to the Closing; andClosing Date, and Parent shall have received copies of such corporate resolutions and other documents evidencing the performance thereof as Parent may reasonably request; (iiic) there shall not have been any Material Adverse Effect since the Balance Sheet Date; (i) no Legal Proceedings by TDI, CMS or any other Governmental Body shall have been instituted or threatened or claim or demand made by TDI, CMS or any other Governmental Body against the Company, any of its Subsidiaries, Parent or any of its subsidiaries seeking to (A) restrain or prohibit with respect to the consummation of the transactions contemplated hereby, (B) impose any adverse condition or requirement on the conduct of business by Parent, its subsidiaries, the Company or any of its Subsidiaries, (C) require any capital contribution or infusion to the Company or its Subsidiaries, (D) impose any restrictions on the ability of Parent, its subsidiaries, the Company or any of its Subsidiaries to pay dividends, or (E) limit Parent's or any of its subsidiaries' freedom of action with respect to any material portion of the assets of Parent, its subsidiaries, the Company or its Subsidiaries, and (ii) there shall not be in effect any Order by a Governmental Entity Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (e) Parent shall have received a certificate signed by this each of the Chief Executive Officer and Chief Financial Officer of the Company, each in form and substance reasonably satisfactory to Parent, dated the Closing Date, to the effect that each of the conditions specified above in Sections 8.1(a)-(c) have been satisfied in all respects; (1) the waiting period under the HSR Act shall have expired or early termination shall have been granted, (2) the TDI shall have granted all required approvals, including its approval of the Form A filed by Parent, and (3) the Company shall have obtained all consents, waivers and approvals referred to in Section 5.3(b), each such consent, waiver and approval referred to in clauses (1)-(3) being in each case in form and substance reasonably satisfactory to Parent (including with respect to the continuance of the operations of the Company and its Subsidiaries in the same manner following the Closing, including with respect to the flow of funds in the operation of the business of the Company and its Subsidiaries) and not requiring as a term thereof or condition thereto any adverse condition or requirement on the conduct of business by the Company, any of its Subsidiaries, Parent or any of its subsidiaries (including any restriction on the payment of dividends or other flow of funds), any capital contribution or infusion to the Company or any of its Subsidiaries, or any limit on Parent's or any of its subsidiaries' freedom of action with respect to any material portion of the assets of Parent, its subsidiaries or the Company and its Subsidiaries; (g) shares held by Dissenting Holders shall aggregate no more than 5% of the then outstanding shares of Company Securities; (h) Parent shall have received written resignations of each of the directors of the Company; (i) each of the Principal Stockholders and each holder of Series B Preferred Stock and Series C Preferred Stock shall have duly entered into, executed and delivered to Parent the release agreement, substantially in the form attached hereto as Exhibit D. (j) any Tax Sharing Agreements (written or unwritten) shall terminate as of the Effective Time and thereafter no payments shall be made by the Company or any of its Subsidiaries in respect of any such Tax Sharing Agreement. (bk) The obligation of each of the Companyemployment agreements referenced on Schedule 8.1(k) shall be in full force and effect and all of the employees parties thereto shall be willing and able to perform in accordance with such employment agreements; (l) Parent shall have received proof or assurances acceptable to Parent in its sole discretion that all supervisory Orders or other special oversight actions imposed by, Coinvest or agreed upon with, the TDI on SelectCare have been fulfilled, removed and Purchaser rescinded and SelectCare is free to consummate take all necessary actions, financial or otherwise, without prior approval from or special supervision by the transactions contemplated by this Agreement is subject TDI; (m) Parent, the Escrow Agent and the Stockholder Representative shall have duly entered into, executed and delivered to the fulfillmentother party thereto the Escrow Agreement, on or prior to substantially in the Closing, form of each of the following conditions Exhibit B (any or all of which with such changes as may be waived, as to each of the Company, Coinvest and Purchaser, required by the Purchaser, in whole or in part, to the extent permitted by applicable law):Escrow Agent); (in) the representations Company shall have delivered the Audited Year-End Statements to Parent and warranties the related audit letter of Seller set forth in this Agreement Ernst & Young which shall be true contain no qualifications, and correct such financial statements shall conform in all material respects at to, and shall reflect, in the aggregate, no material adverse adjustments from, the Financial Statements referenced in Section 5.7(b)(i) and included in Schedule 5.7(b); provided, however, aggregate adjustments (other than any adjustments to IBNR) that reduce net income for the year ended December 31, 2003, by an amount less than $750,000 shall be deemed immaterial, and adjustments of $750,000 or more shall be deemed to be material, for the purposes of this condition. (o) the Company Plans shall have been duly terminated by the Company and each holder of a Company Stock Option to purchase shares of capital stock of the Company shall have either exercised such option and purchased such shares of capital stock or delivered to the Company an instrument canceling such option in form and substance reasonably satisfactory to Parent or such option shall have expired prior to the Closing under its terms or the terms of the plan pursuant to which it was granted. Each outstanding warrant issued by the Company shall have been exercised or the holder thereof shall have delivered to the Company an instrument canceling such warrant in form and substance satisfactory to Parent or such warrant shall have expired by its own terms; (p) each of the agreements set forth on Schedule 8.1(p) shall have been terminated and the Company shall have been released from all liabilities and obligations thereunder, in each case, effective 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 and correct in all material respects on and as of such earlier date)Closing Date; (iiq) Seller each of the Persons set forth on Schedule 8.1(q) shall have performed duly executed and complied delivered to Parent a non-solicitation and confidentiality agreement substantially in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closingform attached hereto as Exhibit E; (iiir) there the capital and surplus for SelectCare shall not be less than 150% of the authorized control level as defined in effect any Order NAIC Risk Based Capital Guidelines; (s) the Company shall have delivered, or caused to be delivered, to Parent certificates of good standing as of a recent date with respect to the Company issued by the Secretary of State of the State of Delaware and for each state in which the Company is qualified to do business as a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementforeign corporation; and (ivt) the closing of the transactions contemplated by the Subscription Agreement Company shall have occurred delivered, or caused to be delivered, to Parent such other documents as Parent shall occur concurrently with the Closingreasonably request.

Conditions to Closing. (a) The obligation Conditions to the Obligations of the Seller Company. The obligations hereunder of the Company to consummate the transactions contemplated by this Agreement is with respect to the Purchaser are subject to the fulfillment, on or prior to or at the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):precedent: (i) the accuracy of the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be true and correct in all material respects at hereunder as of the date hereof and as of the ClosingClosing Date, except to as the extent case may be, as if such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects had been made on and as of such earlier date)dates; (ii) the Company, Coinvest and performance by the Purchaser shall have performed and complied in all material respects with all of its obligations and agreements hereunder that are required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not the execution and delivery of the Stockholders Agreement and the Supply Agreement by the Purchaser, both of which shall, upon execution thereof by the Company, be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andfull force and effect; (iv) no action or proceeding by or before any court, administrative body or governmental agency shall have been instituted or threatened by a third party which seeks to enjoin, restrain or prohibit, or might result in damages in respect of, the closing Transaction Documents or consummation of the transactions contemplated by the Subscription Transaction Documents. (b) Conditions to the Obligations of the Purchaser. The obligations hereunder of the Purchaser to consummate the transactions contemplated by the Transaction Documents with respect to the Purchaser are subject to the fulfillment, prior to or at the Closing, of the following conditions precedent: (i) the accuracy of the representations and warranties of the Company hereunder as of the date hereof and as of the Closing Date, as the case may be, as if such representations and warranties had been made on and as of such dates; (ii) the execution and delivery of the Stockholders Agreement and the Supply Agreement, both of which shall, upon execution and delivery thereof by the Purchaser, be in full force and effect; (iii) the performance by the Company of its obligations hereunder that are required to be performed at or prior to the Closing; (iv) All corporate proceedings and other legal matters incident to the authorization, form and validity of the Transaction Documents and the transactions contemplated thereby shall be reasonably satisfactory in all material respects to counsel for the Purchaser, and the Company shall have furnished to such counsel all documents and information that such counsel may reasonably request to enable them to pass upon such matters; (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation shall have furnished to the Purchaser a written opinion, as counsel for the Company, addressed to the Purchaser and dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, to the effect that: (1) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own its properties and assets and to carry on its business. (2) The execution and delivery by the Company of the Transaction Documents, and the performance by the Company of its obligations hereunder and thereunder, do not violate any provisions of the Company's charter or bylaws or any provisions of any applicable United States federal or Delaware state law, rule or regulation known to us to be customarily applicable to transactions of this nature. (3) No consent, approval or authorization of, or designation, declaration, filing or registration with, any United States federal or Delaware state court or governmental agency is required on the part of the Company for the execution and delivery of the Transaction Documents and the consummation by the Company of the transactions contemplated thereby, except as may be required in connection with the transactions contemplated by the Transaction Documents. (4) The Company is not required to register as an "investment company" as such term is defined in the Investment Company Act and the rules and regulations of the Commission thereunder. (vi) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body that would, as of such Closing Date, materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of such Closing Date that would materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall have occurred or shall occur concurrently be deemed to be in compliance with the Closingprovisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Purchaser.

Conditions to Closing. 8.01 Conditions to the Parent’s and the Merger Sub’s Obligations. The obligations of the Parent and the Merger Sub to (and to cause the Securities Buyers to) consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Parent and the Merger Sub in writing) of the following conditions as of the Closing Date: (a) (i) The obligation Company Fundamental Representations shall be true and correct in all respects, except for de minimis inaccuracies, and with respect to the representations and warranties set forth in Section 4.05(a) or Section 4.05(b), to the extent set forth on the Estimated Closing Statement and included in the determinations of Per Share Closing Merger Consideration and Per Share Additional Merger Consideration and not resulting in additional costs, expenses or liabilities of the Seller Parent and Merger Sub that are not de minimis, at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), (ii) the representations and warranties contained in Section 4.07(b) shall be true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date and (iii) all other representations and warranties of the Company contained in Article IV of this Agreement shall be true and correct (without regard and without giving effect to any qualifiers or exceptions as to “materiality,” “Material Adverse Effect,” or other similar qualifications contained in or applicable to such representations and warranties, other than the term “Company Material Contract” or the term “Material Government Contract”) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without regard and without giving effect to any qualifiers or exceptions as to “materiality,” “Material Adverse Effect,” or other similar qualifications contained in or applicable to such representations and warranties, other than the term “Company Material Contract” or the term “Material Government Contract”) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) The Company shall have performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Securities Purchase Closing; (c) The Merger shall have been approved, and this Agreement shall have been adopted, by the written consent the stockholders of the Company holding at least ninety percent (90%) of the issued and outstanding shares of Common Stock in accordance with the DGCL and the Organizational Documents (the “Stockholder Approval”); (d) The applicable waiting periods, if any, under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; (e) the BlueCielo RUS Carveout shall have been consummated; (f) No judgment, decree or order from any Governmental Entity shall have been entered which would prevent the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (g) The Company shall have delivered to the Parent each of the following: (i) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 8.01(a) and 8.01(b) have been satisfied; (ii) certified copies of resolutions approved by the stockholders of the Company evidencing the Stockholder Approval, substantially in the form attached hereto in Exhibit M (the “Written Consent”); (iii) evidence reasonably satisfactory to the Parent that the portion of the Restructuring described in Section 6.04(a) has been completed in accordance with this Agreement; (iv) to the extent completed prior to the Securities Purchase Closing, evidence reasonably satisfactory to the Parent of completion of any portion of the Restructuring described in Section 6.04(b) (it being agreed that no such step is a condition to the Securities Purchase Closing or Merger Closing); and (v) a duly executed certificate, in form and substance as prescribed by Treasury Regulations promulgated under Code Section 1445, stating that the Company is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code; (h) The Escrow Agreement shall have been executed and delivered by the parties thereto (other than the Parent); (i) The Paying Agent Agreement shall have been executed and delivered by the parties thereto (other than the Parent); and (j) With respect to all Indebtedness of the type referred to in clause (a) of the definition of Indebtedness, the Company shall have received and provided Parent with the Payoff Letters. 8.02 Conditions to the Company’s Obligations. The obligations of the Company to (and to cause the Securities Sellers to) consummate the transactions contemplated by this Agreement is subject to the fulfillmentsatisfaction (or, on or prior to if permitted by applicable Law, waiver by the Closing, of each Company and the Seller Representative in writing) of the following conditions as of the Closing Date: (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): a) (i) the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement The Parent Fundamental Representations shall be true and correct in all material respects at and as of the Closing, Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties relate to an earlier date (contained in which case such representations and warranties shall be true and correct in all material respects on and as Article V of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) at and as of the Closing, Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties relate to an earlier date (in which case such representations and warranties shall be so true and correct in all material respects on (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) has not had, and as of such earlier date)would not reasonably be expected to have, a Parent Material Adverse Effect; (iib) Seller The Parent and the Merger Sub shall have performed and complied with in all material respects with all obligations the covenants and agreements required by this Agreement to be performed or complied with by it on them under this Agreement at or prior to the Securities Purchase Closing; (iiic) there The Stockholder Approval shall not be in effect have been obtained; (d) The applicable waiting periods, if any, under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; (e) No judgment, decree or order from any Order by a Governmental Entity shall have been entered which would prevent the consummation of competent jurisdiction restrainingany of the transactions contemplated hereby, enjoining or otherwise prohibiting declare unlawful the transactions contemplated by this AgreementAgreement or cause such transactions to be rescinded; (f) The Parent shall have delivered to the Company a certificate of an authorized officer of the Parent and the Merger Sub in his or her capacity as such, dated as of the Closing Date, stating that the preconditions specified in Sections 8.02(a) and 8.02(b) have been satisfied; (g) The Escrow Agreement shall have been executed and delivered by the Parent and the Escrow Agent; and (ivh) the closing of the transactions contemplated by the Subscription The Paying Agent Agreement shall have occurred or shall occur concurrently with been executed and delivered by the ClosingParent and the Paying Agent.

Conditions to Closing. (a) Conditions to All Parties' Obligations. The obligation obligations of all the parties to this Agreement to effect the purchase and sale of the Seller Shares shall be subject to the fulfillment of the following conditions: (i) No temporary restraining order, preliminary or permanent injunction or other order or restraint issued by any court of competent jurisdiction, no order, decree, restraint or pronouncement by any governmental entity, and no other legal restraint or prohibition which would prevent or have the effect of preventing the consummation of the sale of the Shares shall have been issued or adopted or be in effect. (ii) The parties shall have received all necessary contractual and regulatory consents to effect the transactions contemplated hereby. (iii) There shall not be any litigation or governmental proceeding seeking to enjoin or challenging, or seeking damages in connection with, or having been threatened with respect to, the sale of the Shares that, in the parties' respective judgment, makes it inadvisable to proceed with the sale of the Shares. (iv) The Company shall have executed and delivered the Registration Rights Agreement in the form of Exhibit F attached hereto. (b) Conditions to the Obligations of Company. The obligations of Company under this Agreement to consummate the transactions contemplated by this Agreement is sale of the Shares are subject to the fulfillment, on fulfillment at or prior to the Closing, of each Closing Date of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the The representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement herein shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date);Closing Date. (ii) the Company, Coinvest and Purchaser shall have duly performed and complied in all material respects with all obligations the covenants, agreements and agreements conditions required by this Agreement to be performed by or complied with by it each of them, respectively, prior to or at the Closing Date. (iii) All corporate proceedings of the Company to be taken or required to be taken in connection with the transactions contemplated hereby have been taken on or prior to the Closing; andClosing Date and all documents incident thereto shall be reasonably satisfactory in form and substance to Company, and Company shall have received all such information and such counterpart originals or certified or other copies of such documents as Company may reasonably request. (iiic) there shall not be in Conditions to the Obligations of Purchaser. The obligations of Purchaser under this Agreement to effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is hereby are subject to the fulfillment, on fulfillment at or prior to the Closing, of each Closing Date of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) the The representations and warranties of Seller the Company and Company set forth in this Agreement herein shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date);Closing Date. (ii) Seller The Company and Company shall have duly performed and complied in all material respects with all obligations the covenants, agreements and agreements conditions required by this Agreement to be performed by or complied with by it or him, respectively, prior to or on the Closing Date. (iii) All corporate proceedings of the Company to be taken or required to be taken in connection with the transactions contemplated hereby have been taken on or prior to the Closing; (iii) there Closing Date and all documents incident thereto shall not be reasonably satisfactory in effect any Order by a Governmental Entity form and substance to Purchaser and his counsel, and Purchaser and his counsel shall have received all such information and such counterpart originals or certified or other copies of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andsuch documents as Purchaser and his counsel may reasonably request. (iv) The Company shall have delivered, or cause to be delivered, to Purchaser a certificate or certificates representing the closing of Shares to be sold by Company hereunder in negotiable form. (v) On the Closing Date, Company shall pay, and shall hold Purchaser harmless from and against, all transfer, sales, stamp, registration, documentary or other similar taxes ("Transfer Taxes") payable in connection with the transactions contemplated by hereby and will prepare and file any tax returns and other filings relating thereto. Company and Purchaser shall be responsible for their own personal income tax gain based on the Subscription Agreement purchase price contemplated hereby. The Company shall have occurred or shall occur concurrently pay when due any and all other taxes which become payable, and all fees and charges, in connection with the Closingtransactions contemplated hereby.

Conditions to Closing. (a) The obligation of each of the Seller Purchasers to consummate purchase Securities at the transactions contemplated by this Agreement Closing is subject to the fulfillment, on or prior to the Closingwaiver by such Purchaser, of each of the following conditions (any on or all of which may be waived by before the Seller in whole or in part to the extent permitted by applicable law):Closing: (i) the The representations and warranties of the Company, Coinvest and Purchaser set forth Company in this Agreement Section 4 shall be true and correct in all material respects at and as of such Closing with the Closing, except to the extent same effect as though such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects had been made on and as of such earlier date);the date of the Closing. (ii) the Company, Coinvest and Purchaser The Company shall have performed and complied in all material respects with all obligations agreements and agreements required by conditions in this Agreement required to be performed or complied with by it on or the Company prior to or at the Closing; and. (iii) there The Company shall have delivered to the Purchasers a copy of the Registration Rights Agreement executed by the Company. (iv) No proceeding challenging this Agreement or the other Transaction Agreements, or the transactions contemplated hereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official or shall be pending against or involving the Company. (v) The sale of the Shares and the issuance of the Warrants (and the Warrant Shares) to the Purchasers shall not be in effect prohibited by any Order by a Governmental Entity law, rule, governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of competent jurisdiction restraining, enjoining or otherwise prohibiting with any other person with respect to any of the transactions contemplated by this Agreementhereby required to be obtained or made prior to the Closing shall have been duly obtained or made and shall be in full force and effect. (bvi) The obligation of each All instruments and corporate proceedings of the Company, Coinvest and Purchaser to consummate Company in connection with the transactions contemplated by this Agreement is subject and the other Transaction Agreements shall be satisfactory in form and substance to the fulfillmenteach Purchaser, on and each Purchaser shall have received copies (executed or prior to the Closingcertified, of each of the following conditions (any or all of which as may be waivedappropriate) of all documents which the Purchasers may have reasonably requested in connection with such transactions. (vii) Each Purchaser shall have received from Haynes and Boone, as LLP, ▇▇▇▇ial c▇▇▇▇▇l to each of the Company, Coinvest and an opinion addressed to such Purchaser, by dated the PurchaserClosing Date and substantially in the form of Exhibit C hereto. (viii) Each Purchaser shall have received from the Company an original stock certificate evidencing the purchase of the Shares and an original Warrant, in whole or in parteach case for the number of shares of Common Stock and the number of Warrant Shares, to the extent permitted by applicable law): (i) the representations and warranties of Seller respectively, set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent opposite such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects Purchaser's name on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingSchedule I hereto.

Conditions to Closing. (a) The obligation of the Seller Purchaser to consummate enter into and complete the transactions contemplated by this Agreement is Closing are subject to the fulfillment, fulfillment on or prior to the Closing, of each Closing Date of the following conditions (conditions, any one or all more of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Purchaser: (ia) the The representations and warranties of the Company, Coinvest and Purchaser set forth Company contained in this Agreement shall be true and correct in all material respects at (other than those which are qualified as to materiality, Material Adverse Effect or other similar term, which shall be true and correct in all respects) on and as of the Closing, Closing Date with the same force and effect as though made on and as of the Closing Date (except to the extent such that representations and warranties relate to an earlier made as of a specific date (in which case such representations and warranties shall be true and correct in all material respects (except as aforesaid) on and as of such earlier date); (ii) ; the Company, Coinvest and Purchaser Company shall have performed and complied with in all material respects with all obligations covenants and agreements required by this Agreement to be performed or complied with by it the Company on or prior to the ClosingClosing Date; and (iii) there and the Company shall not be in effect any Order have delivered to the Purchaser a certificate, dated the date of the Closing Date and signed by a Governmental Entity an executive officer of competent jurisdiction restrainingthe Company, enjoining or otherwise prohibiting to the transactions contemplated by this Agreementforegoing effect. (b) The obligation No Action shall be pending or threatened by any Governmental Authority or any other party against the Company or any of each its directors or the Purchaser, which Action is reasonably likely to (i) restrain or prohibit the consummation of any of the Companytransactions contemplated by the Transaction Agreements, Coinvest or (ii) result in damages that alone or together with the costs and expenses of defending such Action are material in relation to the Company and its Subsidiaries, taken as a whole. (c) No Requirement of Law or Order shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits or makes illegal the consummation of any of the transactions contemplated by the Transaction Agreements. (d) Since the date hereof, no event or development shall have occurred (or failed to occur) and there shall be no circumstance (and the Purchaser shall not have become aware of any previously existing circumstance) that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (e) The consents listed on Schedule 7.1(e) of the Company Disclosure Letter shall have been obtained and delivered to Purchaser. (f) The parties shall have received all approvals and actions of or by all Governmental Authorities which are necessary to consummate the transactions contemplated by this Agreement is subject the Transaction Agreements, which are either specified in Schedule 3.4 of the Company Disclosure Letter or otherwise required to the fulfillment, on or be obtained prior to the Closing, Closing by applicable Requirements of each Laws or which are necessary to prevent a Material Adverse Effect. (g) The Certificate of Incorporation shall have been amended to increase the authorized Common Stock from 98,500,000 shares to 250,000,000 shares. (h) A period of at least ten (10) days shall have elapsed since the mailing by the Company of the following conditions (any or all of which may be waived, as to each Company Stockholder Notice and the issuance by the Company of the Company, Coinvest and Purchaser, by the PurchaserNASDAQ Announcement, in whole or each case, in part, to the extent permitted by applicable law):accordance with Section 5.5. (i) the representations and warranties The shares of Seller set forth in this Agreement shall be true and correct in all material respects at and as Common Stock issuable upon conversion of the ClosingNote shall have been approved for listing on NASDAQ, except subject only to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as official notice of such earlier date);issuance. (iij) Seller The Company shall have performed entered into the Note, the Assignment Agreement, the Security Agreement, the Registration Rights Agreement and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Celecoxib License Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) The obligation No stop order suspending the effectiveness of the Seller to consummate Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the transactions contemplated by this Agreement is subject Commission. (b) Subsequent to the fulfillment, on or execution and delivery of the Underwriting Agreement and prior to the ClosingClosing Date, there shall not have occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, of each the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus. (c) The Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the following conditions (any or all of which may be waived by the Seller in whole or in part Company, to the extent permitted by applicable law): effect set forth in clause (ib) above and to the effect that the representations and warranties of the Company, Coinvest and Purchaser set forth Company contained in this Agreement shall be are true and correct in all material respects at and as of the Closing, except to Closing Date and that the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and Company has complied in all material respects with all of the agreements and satisfied all of the obligations and agreements required by this Agreement on its part to be performed or complied with by it satisfied on or prior before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) The Manager shall have received on the Closing Date opinions of Piper & Marbury, Maryland counsel to the Closing; andCompany, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Vice President and General Counsel--Corporate Affairs for the Company, and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Company, dated the Closing Date, to the effect set forth in Exhibits A, B and C, respectively. In giving such opinion, ▇▇. ▇▇▇▇▇▇ may rely, as to matters governed by laws other than the laws of the State of California and the federal law of the United States of America, on an opinion or opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ & Marbury, and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely, as to matters governed by laws other than the laws of the State of New York and the federal law of the United States of America, on an opinion of Piper & Marbury, in each case so long as such opinion shall be dated the Closing Date and in form and substance satisfactory to the Manager, and shall expressly permit the Underwriters to rely thereon as if such opinion were addressed to Underwriters. (e) The Manager shall have received on the Closing Date an opinion of special counsel for the Underwriters (the selection of whom shall be approved by the Company), dated the Closing Date, to the effect set forth in paragraphs (ii) and (iii) there [and (v) and (vi)](8) in Exhibit A and paragraphs (i) through (vii) in Exhibit C. In giving such opinion, such counsel may rely, as to matters governed by laws other than the federal law of the United States of America, on an opinion or opinions of local counsel satisfactory to the Manager, so long as each such opinion shall not be dated the Closing Date and in effect any Order form and substance satisfactory to the Manager, and shall expressly permit the Underwriters to rely thereon as if such opinion were addressed to Underwriters. _________ (8) References to be included if the Offered Securities are convertible. (f) The Manager shall have received on the Closing Date a letter, dated the Closing Date, in form and substance satisfactory to the Manager, from the Company's independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by a Governmental Entity reference into the Prospectus. [The several obligations of competent jurisdiction restrainingthe Underwriters to purchase Additional Securities hereunder are subject to delivery to the Manager on the Option Closing Date of such opinions, enjoining or otherwise prohibiting the transactions certificates and documents contemplated by this Agreement. (b) The obligation of each Section 5 as such Manager shall reasonably request relating to the issuance of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement Additional Securities.](9) _________ (9) Include if a green shoe is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior offered to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingUnderwriters.

Conditions to Closing. (a) SECTION 6.1 The obligation respective obligations of the Seller each party to consummate effect the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which be waived, in whole or in part, to the extent permitted by applicable law. a. The obligations of LINK to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the Seller waived, in whole or in part part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of the Company, Coinvest and Purchaser set forth CINTEL contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. LINK shall have received a certificate of the principal executive officer of CINTEL to such effect. (ii) the Company, Coinvest and Purchaser CINTEL shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and. LINK shall have received a certificate of the principal executive officer of CINTEL to such effect. (iii) there shall not be in b. The obligations of CINTEL to effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of Seller set forth LINK contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such except, that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. CINTEL shall each have received a certificate of the principal executive officer of LINK to such effect. (ii) Seller LINK shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing;. CINTEL shall have received a certificate of the principal executive officer of LINK to such effect. (iii) there The Officers and Directors of LINK shall not have submitted their resignation as such officers and directors, which resignations shall be in effect any Order by a Governmental Entity form and substance satisfactory to CINTEL, and shall duly appoint the nominees of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andShareholders and officers and directors of LINK. (iv) LINK shall have effectuated a two (2) for five (5) reverse share split of its issued and outstanding common stock. (v) CINTEL shall have received the closing consent to this Agreement from one hundred percent (100%) of its shareholders. (vi) LINK shall deliver to CINTEL a certified copy of its shareholder list dated as of the transactions contemplated by closing, and a copy of its instruction letter to its transfer agent authorizing the Subscription Agreement issuance of the shares to be issued pursuant to this Agreement. (vii) LINK's common stock shall have occurred or shall occur concurrently with be trading on the ClosingOTC Bulletin Board without extension on its symbol.

Conditions to Closing. (a) a. The Buyer's obligation of to purchase the Seller assets and to consummate close the transactions contemplated by this Agreement is hereby shall be subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (conditions, any or all of which may be waived by the Seller Buyer in whole or in part to part. i. Seller shall have made each of the extent permitted by applicable law):closing deliveries set forth in section 12 below. (i) the ii. All of Seller's representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be true and correct in all material respects at on and as of the ClosingClosing Date. iii. No suit, except to the extent such representations and warranties relate to an earlier date (action or similar proceeding shall be pending before any court or governmental agency in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Companyit is sought to restrain, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed prohibit, invalidate or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaserset aside, in whole or in part, any of the transactions contemplated hereby. iv. All of the covenants and obligations of the Seller required to be performed hereunder at or prior to the extent permitted Closing Date shall have been duly performed and complied with in all material respects. b. The Sellers' obligation to close the transactions contemplated hereby shall be subject to the satisfaction of the following conditions, any of which may be waived by applicable law):Seller in whole or in part. (i) i. Buyer shall have made each of the closing deliveries set forth in section 12 below. ii. All of Buyer's representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at on and as of the ClosingClosing Date. iii. No suit, except to the extent such representations and warranties relate to an earlier date (action or similar proceeding shall be pending before any court or governmental agency in which case such representations it is sought to restrain, prohibit, invalidate or set aside, in whole or in part, any of the transactions contemplated hereby. iv. nbps; All of the covenants and warranties shall be true and correct in all material respects on and as obligations of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements the Buyer required by this Agreement to be performed or complied with by it on hereunder at or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement Closing Date shall have occurred or shall occur concurrently been duly performed and complied with the Closingin all material respects.

Conditions to Closing. (a) The obligation of the Seller Mego to consummate the transactions contemplated by this Agreement is subject to the fulfillment, fulfillment and satisfaction of each and every one of the following conditions on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Mego: (i1) the The representations and warranties of the Company, Coinvest both Eastern and Purchaser set forth FareQuest contained in this Agreement shall be true and correct in all material respects as of the date when made and shall be deemed to be made again at and as of the Closing, except to the extent such representations Closing Date and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on at and as of such earlier date);time in all material respects. (ii2) the Company, Coinvest Eastern and Purchaser FareQuest shall have performed and complied complied, in all material respects respects, with all obligations agreements and agreements conditions required by this Agreement to be performed or and complied with by it on or prior to or on the Closing; andClosing Date. (iii3) there Eastern and FareQuest shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting have delivered the transactions contemplated by this AgreementFareQuest Assets. (4) Eastern shall have delivered documents evidencing the ARINC Warrants. (b) The obligation of each of the Company, Coinvest and Purchaser Eastern to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, fulfillment and satisfaction of each and every one of the following conditions on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):Eastern: (i1) the The representations and warranties of Seller set forth Mego contained in this Agreement shall be true and correct in all material respects when made and shall be deemed to be made again at and as of the Closing, except to the extent such representations Closing Date and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on at and as of such earlier date);time in all material respects. (ii2) Seller Mego shall have performed and complied in all material respects with all obligations agreements and agreements conditions required by this Agreement to be performed or complied with by it on or Mego prior to or on the Closing;Closing Date. (iii3) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement Mego shall have occurred or shall occur concurrently with executed and delivered the Closingstock certificates evidencing the Mego Shares, the EAL Registration Rights Agreement and the Mego-FareQuest Warrants.

Conditions to Closing. (a) Section 6.1 The obligation respective obligations of the Seller each party to consummate effect the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which be waived, in whole or in part, to the extent permitted by applicable law. a. The obligations of US WIRELESS to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the Seller waived, in whole or in part part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of the Company, Coinvest and Purchaser set forth YYireless1 contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. US WIRELESS shall have received a certificate of the principal executive officer of YYireless1 to such effect. (ii) the Company, Coinvest and Purchaser YYireless1 shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and. US WIRELESS shall have received a certificate of the principal executive officer of YYireless1 to such effect. (iii) there ▇▇▇▇▇▇▇▇.▇▇▇, Inc. shall not be execute and deliver to US WIRELESS the Investment Representation Statement in the form attached hereto as Exhibit D. (iv) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall have entered into the Employment Agreement and option agreement pursuant to Sections 5.5 and 5.6, above. b. The obligations of YYireless1 to effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of Seller set forth US WIRELESS contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such except, that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. YYireless1 shall have received a certificate of the principal executive officer of US WIRELESS to such effect. (ii) Seller US WIRELESS shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing;. YYireless1 shall have received a certificate of the principal executive officer of US WIRELESS to such effect. (iii) there US WIRELESS shall not be in effect any Order by a Governmental Entity appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as Executive Vice President Broadband Technology of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andUS WIRELESS. (iv) US WIRELESS shall have entered into the closing Employment Agreement and option agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to Sections 5.5 and 5.6, above. (v) US WIRELESS shall deliver to YYireless1 a certified copy of its shareholder list dated as of the transactions contemplated by closing, and a copy of its instruction letter to its transfer agent authorizing the Subscription Agreement issuance of the shares to be issued pursuant to this Agreement. (vi) US WIRELESS’s common stock shall be trading on the OTC Bulletin Board without extension on its symbol. (vii) US WIRELESS shall have occurred or completed its financing with NIR on terms acceptable to YYireless1 and shall occur concurrently with the Closinghave provided to YYireless1 copies of all documents relating thereto.

Conditions to Closing. (a) The obligation of the Seller CBQ to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (any at or all of which may be waived by before the Seller in whole or in part to the extent permitted by applicable law):Closing Date: (ia) the The representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement Article II and Article III hereof shall be true and correct in all material respects at and as of the Closing, except to Closing Date as though then made and as though the extent Closing Date had been substituted for the date of this Agreement throughout such representations and warranties relate to an earlier (without taking into account any disclosures by the Company of discoveries, events or occurrences arising on or after the date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier datehereof); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation Company shall have performed in all material respects all of the covenants and agreements required to be performed and complied with under this Agreement prior to the Closing Date; (c) The Company and Sellers shall have obtained, or caused to be obtained, each consent and approval necessary in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of the Company's assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting the Company or any license, franchise or permit of or affecting the Company; (d) This Agreement shall have been duly and validly authorized by the Board of Directors and by the shareholders of the Company, Coinvest and Purchaser the Company shall have delivered to consummate CBQ evidence, in form satisfactory to CBQ's counsel, of such authorization and approval; (e) All material governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated by this Agreement is subject will have been duly made and obtained; (f) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the fulfillment, on or prior to the Closing, of each consummation of the following conditions transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (any ii) seeking to prohibit direct or indirect ownership or operation by CBQ of all or a material portion of which may be waivedthe business or assets of the Company and Company Subsidiaries, as or to each CBQ or the Company to dispose of or to hold separately all or a material portion of the business or assets of CBQ or of the Company, Coinvest as a result of the transactions contemplated hereby, (iii) seeking to require direct or indirect transfer or sale by CBQ of any of the shares of Company Common Stock, (iv) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto (collectively, the "Related Agreements"), or (v) otherwise relating to and Purchasermaterially adversely affecting the transactions contemplated hereby; (g) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by the Purchaserany federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in whole any of the consequences referred to in Section 8.04(f) hereof; (h) Between the date of this Agreement and the Closing Date, there shall not have occurred any change with respect to the business, assets, properties, condition (financial or otherwise), results of operations or prospects of the Company which is, individually or in partthe aggregate with other such facts and circumstances, materially adverse to the extent permitted by applicable law):Company or to the value of the shares of Company Common Stock; (i) There shall have been no damage, destruction or loss of or to any property or properties owned or used by the representations Company, whether or not covered by insurance, which, in the aggregate, has, or would be reasonably likely to have, a material adverse effect on the Company; (j) [intentionally omitted]; (k) Prior to the Closing Date, the Company shall have delivered to CBQ all of the following: (i) certificates of ▇▇▇▇ ▇▇▇▇▇ and warranties of Seller ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, substantially in the form set forth in this Agreement shall be true and correct in all material respects at and Exhibit 8.01(k)(i) attached hereto, dated as of the Closingdate of the Closing Date, except to stating that the extent such representations conditions precedent set forth in subsections (a) and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date)b) above have been satisfied; (ii) Seller shall have performed copies of the third party and complied governmental consents and approvals and of the authorizations referred to in all material respects with all obligations subsections (c), (d) and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing(e) above; (iii) there the Company's minute books, stock transfer records, corporate seal and other materials related to the Company's corporate administration; (iv) resignations (effective as of the Closing Date) from such of the Company's directors and/or officers as CBQ shall not be in effect any Order have requested prior to the Closing Date; (v) a copy of the Articles of Incorporation of the Company and Company Subsidiaries, certified by the Department of Assessment and Taxation for the State of Maryland (the "MDAT"), and Certificates of Good Standing from the MDAT; (vi) a Governmental Entity copy of competent jurisdiction restrainingeach of the text of the resolutions adopted by the board of directors of the Company authorizing the execution, enjoining or otherwise prohibiting delivery and performance of this Agreement and the consummation of all of the transactions contemplated by this AgreementAgreement and the bylaws of the Company; along with certificates executed on behalf of the Company by its corporate secretary certifying to CBQ that such copies are true, correct and complete copies of such resolutions and bylaws, respectively, and that such resolutions and bylaws were duly adopted and have not been amended or rescinded; (vii) such other certificates, documents and instruments as CBQ reasonably requests related to the transactions contemplated hereby; and (ivviii) the closing a copy of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closingshareholder investor letters from each Company shareholder.

Conditions to Closing. (a) 2.1 . The obligation of Buyer to purchase and pay for the Seller to consummate the transactions contemplated by this Agreement Company Stock is subject to the fulfillment, on satisfaction (or prior to waiver by Buyer) as of the Closing, of each Closing of the following conditions conditions: (a) Without giving effect to any or all of which may be waived by Schedule Supplement, the Seller in whole or in part to the extent permitted by applicable law): (i) the representations and warranties of the Company, Coinvest and Purchaser Fundamental Representations (other than those set forth in ARTICLE IV) made in this Agreement shall be true and correct, as of the time of Closing, as though made as of such time (except to the extent such Fundamental Representations expressly relate to an earlier date, in which case such Fundamental Representations shall be true and correct in all material respects at on and as of such earlier date), in each case, in all respects, and (ii) representations and warranties of the ClosingCompany made in this Agreement shall be true and correct, as of the time of the Closing as though made as of such time (except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);, in each case except where the failure to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Business of the Company. (iib) the Company, Coinvest and Purchaser The Company shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Company by the time of the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (bc) The obligation of each of Company shall have delivered to Buyer a certificate certifying that the Companyconditions set forth in Section 2.1(a) and Section 2.1(b) have been satisfied. (d) The Company shall have delivered to Buyer consents, Coinvest authorizations and Purchaser approvals (in form and substance acceptable to consummate Buyer) to the transactions contemplated by this Agreement from those persons set forth on Schedule 2.1(d) and from any Governmental Authority as required with respect to any Permit necessary to the operation of the Company and the Business or to consummate the transaction contemplated hereby. (e) The Company shall have delivered payoff letters for all Indebtedness other than the Indebtedness set forth on Schedule A-1 and Seller Transaction Expenses from the obligees thereof including the amounts necessary to pay off all Indebtedness set forth on Schedule A-1 and Seller Transaction Expenses as of the Closing, along with the per diem interest amount with respect thereto, if applicable, and the agreement of each such obligee that, upon receipt of such specified amount, such Indebtedness or Seller Transaction Expenses shall be paid in full and the Buyer or its designee shall be authorized to release a properties or assets of the Company. (f) No Legal Requirement preventing any aspect of the Transactions shall be in effect, and all required regulatory approvals shall have been obtained. (g) There shall not have been any Material Adverse Effect since the date of this Agreement. (h) Buyer shall have received all of the deliveries to be delivered to it pursuant to (i) The Fundamental Representations set forth in ARTICLE IV made in this Agreement by each Seller shall be true and correct, as of the time of Closing, as though made as of such time (except to the extent such Fundamental Representations expressly relate to an earlier date, in which case such Fundamental Representations shall be true and correct on and as of such earlier date), in each case, in all respects. (j) Each Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by such Seller by the time of the Closing. (k) Each Seller shall have delivered to Buyer a certificate certifying that the conditions set forth in Section 2.1(i) and Section 2.1(j) have been satisfied with respect to such Seller. (l) The Rollover Sellers and Parent shall have entered into the Contribution Agreement, on terms and conditions reasonably acceptable in good faith to the Rollover Sellers and generally customary for minority, non-control equity investments. (m) The Rollover Sellers and other equity holders of Parent shall have entered into an Operating Agreement for Parent on terms and conditions reasonably acceptable in good faith to the Rollover Sellers and generally customary for minority, non-control equity investments. 2.2 . The obligation of the Sellers to sell and deliver the Company Stock to Buyer is subject to the fulfillment, on satisfaction (or prior to waiver by the Closing, Sellers) as of each the Closing of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (ia) the The representations and warranties of Seller set forth Buyer made in this Agreement shall be true and correct in all material respects at correct, as of the date hereof and as of the Closing, time of the Closing as though made as of such time (except to the extent such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);, in each case except where the failure to be so true and correct, individually or in the aggregate, has not had, and would not and sale of the Company Stock and the other transactions contemplated by this Agreement and the Ancillary Documents on the terms and conditions set forth herein and therein. (iib) Seller Buyer shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated Buyer by the Subscription Agreement shall have occurred or shall occur concurrently with time of the Closing. (c) Buyer shall have delivered to the Sellers a certificate of the Buyer certifying that the conditions set forth in Section 2.2(a) and Section 2.2(b) have been satisfied. (d) No Legal Requirement preventing any aspect of the Transactions shall be in effect, and all required regulatory approvals shall have been obtained. (e) There shall not have been any Material Adverse Effect since the date of this Agreement. (f) Sellers shall have received all of the deliveries to be delivered to them pursuant to Section 1.5. (g) The Rollover Sellers and Parent shall have entered into the Contribution Agreement, on terms and conditions reasonably acceptable in good faith to the Rollover Sellers and generally customary for minority, non-control equity investments. (h) The Rollover Sellers and other equity holders of Parent shall have entered into an Operating Agreement for Parent on terms and conditions reasonably acceptable in good faith to the Rollover Sellers and generally customary for minority, non-control equity investments.

Conditions to Closing. (a) The obligation obligations of the Seller Sellers, on the one hand, and the Buyer, on the other hand, to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on at or prior to the Closing, of each of the following conditions: (i) there shall not be in effect any preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States or by any United States federal or state governmental or regulatory body nor any statute, rule, regulation or executive order promulgated or enacted by any United States federal or state governmental authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or any other agreement or document contemplated hereby; and (ii) any filings required to be made under the HSR Act shall have been made, and all applicable waiting periods thereunder with respect to the transactions contemplated by this Agreement shall have expired or been terminated. (b) Each Seller's obligations to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions (any or all of which may be waived in writing by the Seller in whole or in part to the extent permitted by applicable law): such Seller): (i) each of the representations and warranties of the Company, Coinvest and Purchaser set forth in Buyer under this Agreement and each of the other agreements and documents contemplated hereby shall be true and correct in all material respects at and as of the Closingtime of the Closing with the same effect as though such representations had been made again at and as of that time, except to the extent that any such representations and warranties expressly relate to an earlier date (in which case any such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); ; (ii) Seller the Buyer shall have performed and complied in all material respects with all obligations each obligation, covenant and agreements condition required by this Agreement and the other documents contemplated hereby to be performed or complied with by it on or prior to or at the Closing; , with such exceptions as could not reasonably be expected to result in a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement or any other agreement or document contemplated hereby provided, however, that nothing in this subparagraph shall affect Sellers' rights under Section 4.2 in the event of a default thereunder; (iii) there shall not be in effect any Order by a Governmental Entity the Capital Expenditures Committees of competent jurisdiction restrainingTricon Global Restaurants, enjoining or otherwise prohibiting Inc., and PHI will have approved the transactions contemplated by this Agreement; and (iv) the closing Sellers will have received a copy of a resolution or unanimous written consent evidencing the action by the Buyer's Board of Directors or the Buyer's general partner or such other similar authorizing body approving the purchase of the transactions contemplated Assets under this Agreement certified by an authorized officer, partner or member; and (v) the Buyer will deliver to Sellers a statement, signed by the Subscription Agreement shall have occurred or shall occur concurrently with Buyer's Chief Financial Officer, certifying that at least 20% of the ClosingPurchase Price paid to Sellers and PHI at Closing will be represented by "at risk capital" as defined by applicable accounting rules.

Conditions to Closing. (a) The obligation of the Seller each party to this Agreement to consummate the transactions contemplated by this Agreement is purchase and sale of Shares at the Closing shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority or other legal or regulatory restraint or prohibition preventing the representations issuance and warranties sale of the Company, Coinvest and Purchaser set forth in this Agreement Shares shall be true and correct in all material respects at and as effect. There shall be no action, suit or other proceeding pending in or before any Governmental Authority or arbitration tribunal against or involving either the Company or the Purchaser that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the Closingtransactions contemplated to occur at the Closing and the enforceability of the rights and obligations as contemplated by the Transaction Documents, except to and neither the extent Company nor the Purchaser (nor any of their respective Affiliates) shall have received notice of any such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date)threatened proceeding; (ii) The issuance of the CompanyShares shall be exempt from the notification requirements of the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976; (iii) Except for the Prospectus, Coinvest all other notices, reports and Purchaser shall have performed and complied in all material respects with all obligations and agreements other filings required by this Agreement to be performed or complied with by it on or made prior to the Closing with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Closing from, any Governmental Authority for the issuance and sale of the Shares in accordance with the terms hereof shall have been made or received and remain in effect as of the date of Closing; and (iiiiv) there The Registration Statement pursuant to which the Shares will be issued to the Purchaser shall be effective and not be in effect any Order by subject to a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementstop order. (b) The obligation of each of the Company, Coinvest and Purchaser Company to consummate the transactions contemplated by this Agreement is purchase and sale of Shares at the Closing shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) The Purchaser shall have delivered a certificate of an executive officer of the Purchaser confirming that the representations and warranties of Seller the Purchaser set forth in this Agreement shall be Sections 3 and 4 hereof are true and correct in all material respects at and as of the date of 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 in all material respects on and as of such earlier date); (ii) Seller The Purchaser shall have performed delivered the Purchase Amount to the Company by wire transfer of immediately available U.S. federal funds; and (iii) The Purchaser shall have executed and complied in all material respects with all obligations and agreements required by this delivered the Alliance Agreement to the Company. (c) The obligation of the Purchaser to consummate the purchase and sale of Shares at the Closing shall be performed or complied with by it on subject to the satisfaction at or prior to the Closing of the following conditions: (i) The Shares shall have been accepted for and approved for inclusion and quotation on NASDAQ; (ii) The Company shall have delivered to the Purchaser a certificate of an executive officer of the Company confirming that the representations and warranties of the Company set forth in Section 2 hereof are true and correct as of the date of Closing; (iii) there The Company shall not have delivered to the Purchaser a stock certificate representing the Shares or in lieu thereof shall have caused a book entry evidencing the Purchaser’s ownership of the Shares to be entered in effect any Order the books and records of such broker-dealer as shall have been identified by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementPurchaser for such purpose; and (iv) the closing of the transactions contemplated by the Subscription Agreement The Company shall have occurred or shall occur concurrently with executed and delivered the ClosingAlliance Agreement to the Purchaser.

Conditions to Closing. (a) Conditions to the Obligations of Company. The obligation obligations of the Seller Company under this Agreement to consummate the transactions contemplated sale of the Shares are subject to the fulfillment at or prior to the Closing, Date of the following conditions: (i) The representations and warranties of Purchaser set forth herein shall be true and correct as of the Closing Date. (ii) Purchaser shall have duly performed and complied with all covenants, agreements and conditions required by this Agreement is subject to be performed by or complied with by Purchaser, respectively, prior to or at the fulfillment, Closing Date. (iii) All corporate proceedings of the Company to be taken or required to be taken in connection with the transactions contemplated hereby have been taken on or prior to the Closing, Date and all documents incident thereto shall be reasonably satisfactory in form and substance to Company. (b) Conditions to the obligations of each Purchaser. The obligations of Purchaser Under this Agreement to effect the transactions contemplated hereby are subject to the fulfillment at or prior to the Closing Date of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the The representations and warranties of the Company, Coinvest and Purchaser Company set forth in this Agreement herein shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date);Closing Date. (ii) the Company, Coinvest and Purchaser The Company shall have duly performed and complied in all material respects with all obligations the covenants, agreements and agreements conditions required by this Agreement to be performed by or complied with by it or him, respectively, prior to or on the Closing Date. (iii) All corporate proceedings of the Company to be taken or required to be taken in connection with the transactions contemplated hereby have been taken on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement The Company shall have occurred delivered, or shall occur concurrently with cause to be delivered, to Purchaser a certificate or certificates representing the ClosingShares to be sold by Company hereunder in negotiable form.

Conditions to Closing. The following are conditions precedent to the obligations of the Company to consummate the redemption and complete liquidation of the Member Interest at "Closing" (as defined in Section 5, below) as contemplated by this Agreement: (a) The obligation All of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (i) the Member's representations and warranties of the Company, Coinvest and Purchaser set forth contained in or made pursuant to this Agreement shall be have been true and correct in all material respects at when made, and shall be true, correct and complete (without giving effect to any limitations based on the knowledge of the representing party) as of the "Closing Date" (as defined in Section 5, below) and 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 and correct in all material respects on and as of such earlier date);. (iib) the Company, Coinvest and Purchaser Member shall have performed its obligations hereunder and complied in shall have tendered all material respects with all obligations and agreements required by this Agreement deliveries to be performed or complied with made by it on or prior to before the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining Closing Date or as otherwise prohibiting the transactions contemplated by required under this Agreement. (bc) There shall be no litigation, arbitration, suits, claims, administrative agency or other governmental action, or any other proceeding of any kind whatsoever, pending or threatened, which could materially and adversely affect the ability of either party to perform its obligations under this Agreement. (d) Following the date of this Agreement, there shall have been no material changes, threatened or actual, in (i) the physical condition of the Shopping Center or the Tracts (collectively, the "Property") (including, without limitation, any change relating to hazardous substances or toxic materials), reasonable wear and tear excepted, (ii) the net operating income of the Property, (iii) the condition of title to the Property, (iv) the availability of, or charges associated with, any utility services provided to the Property, (v) the existence of governmental licenses, permits and approvals respecting the Property or the use thereof, (vi) the availability or existence of signage for the Property, (vii) access from Property to physically open, dedicated and accepted public streets, or (viii) the terms or enforceability of any leases or rental agreements relating to the Property. (e) No proceedings shall be pending or threatened which could (i) cause the change, redesignation or other modification of the zoning classification of, or of any building code or environmental requirements applicable to, the Property, or any portion thereof, or (ii) materially and adversely affect the value of the Property or the ability of the Company to operate the Property in the manner contemplated by the parties. (f) The obligation Company shall be in a position to close that certain permanent loan in the original principal amount of each $46.4 million (the "GMAC Loan") which is being provided by GMAC Mortgage Corporation ("Lender") and to receive the full disbursement of the Companyproceeds thereof concurrently with the Closing hereunder. (g) Member shall have obtained the consent of the ground lessor of the ground lease applicable to the Tract identified as "Tract 14" so as to permit assignment of that ground lease to Member or Assignee. So long as the Company is not in default under any material provision of this Agreement, Coinvest and Purchaser if any condition to close has not been satisfied as of the Closing Date, the Company may, in its sole discretion, (A) terminate this Agreement by delivering written notice to Member on or before the Closing Date, (B) elect to extend the Closing for a period up to ninety (90) days to facilitate the satisfaction of such condition, or (C) elect to consummate the transactions contemplated by this Agreement is subject notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition. Notwithstanding the foregoing, the failure of a condition due to the fulfillment, on or prior to the Closing, breach of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there a party shall not be in effect relieve such breaching party from any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or liability it would otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closinghereunder.

Conditions to Closing. (a) 4.01 Conditions to the Purchaser’s, the Merger Sub’s and the Blocker Purchaser’s Obligations. The obligation of each of the Seller Purchaser, the Merger Sub and the Blocker Purchaser to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (any or all of which may be waived by the Seller in whole or in part immediately prior to the extent permitted by applicable law):Effective Time: (ia) the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement Article V and Article VI (disregarding all materiality and Material Adverse Change qualifications contained therein) (other than the Fundamental Representations) shall be true and correct in all material respects at and as of the ClosingClosing Date, except (i) to the extent that the failure of such representations and warranties to be true and correct does not constitute a Material Adverse Change and (ii) for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier datedate except to the extent that the failure of such representations and warranties to have been true and correct as of such earlier date did not constitute a Material Adverse Change); (iib) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): Fundamental Representations (i) the representations and warranties of Seller set forth in this Agreement that are qualified by any materiality, Material Adverse Change or any similar qualifiers contained herein, shall be true and correct in all material respects at and as of the ClosingClosing Date, except to the extent such for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all respects as of such earlier date) and (ii) that are not qualified by any materiality, Material Adverse Change or any similar qualifiers contained herein, shall be true and correct in all material respects on as of the Closing Date, except for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (iic) each Blocker Seller and the Company shall have performed and complied in all material respects with all obligations of the covenants and agreements required by this Agreement to be performed or complied with by it on or them under this Agreement prior to the Closing; (iiid) the Company shall have delivered to the Purchaser a certificate signed by an officer of the Company in the form of Exhibit G, dated as of the Closing Date, certifying that the conditions specified in Sections 4.01(a), 4.01(b) and 4.01(c) have been satisfied; (e) there shall not be in effect any Order have occurred or arisen a Material Adverse Change since the date hereof; (f) the Escrow Agreement shall have been duly executed and delivered by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; Representative and the Escrow Agent: and (ivg) the closing of the transactions contemplated by the Subscription Paying Agent Agreement shall have occurred or shall occur concurrently with been duly executed and delivered by the ClosingRepresentative and the Paying Agent.

Conditions to Closing. (a) The obligation of Buyer to purchase the Seller Shares pursuant to consummate the transactions contemplated by this Agreement Paragraph 1 hereof is subject to the fulfillment, on satisfaction (or prior to the Closing, waiver by Buyer in writing) of each of the following conditions (any or all of which may be waived by precedent at the Seller in whole or in part to the extent permitted by applicable law):Closing: (i) the representations and warranties of the Company, Coinvest and Purchaser set forth Seller made in this Agreement shall be true and correct in all material respects respects, as of the date hereof, and at and 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 and correct in all material respects on and Closing as of such earlier date);though then made. (ii) the Company, Coinvest and Purchaser Seller shall have performed and or complied in all material respects with all obligations of the covenants and agreements required by this Agreement to be performed or complied with by it on Seller under this Agreement at or prior to the Closing; and. (iii) there Seller has obtained all consents, approvals, orders, authorizations of, and registrations and filings with, any Federal, state, local or foreign government or any court of component jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") or NASD, that are required to be obtained or made by Seller, in connection with the execution, delivery or performance of this Agreement by Seller or the consummation by Seller of any of the transactions contemplated hereby. (iv) no action or proceeding by or before any Governmental Entity, or any other person shall not be pending or to the Seller's knowledge threatened challenging or seeking to restrain or prohibit the purchase and sale of any of the Shares or any of the other transactions contemplated by this Agreement or seeking to obtain damages from Buyer (or any of its affiliates) in effect connection with the purchase and sale of the Shares or any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the other transactions contemplated by this Agreement. (v) no statute, rule, regulation, executive order, decree, or temporary restraining order, preliminary injunction, permanent injunction or other order of which Seller has knowledge, enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of the Shares shall be in effect. (vi) Seller shall have delivered to Buyer: (A) a certificate dated the Closing Date stating that the conditions set forth in Paragraph 6(a)(i) through (v) have been satisfied; (B) the delivery of such additional certificates and documents as Buyer may reasonably request. (b) The obligation of each of Seller to sell the Company, Coinvest and Purchaser Shares pursuant to consummate the transactions contemplated by this Agreement Paragraph 1 hereof is subject to the fulfillment, on satisfaction (or prior to the Closing, waiver by Seller in writing) of each of the following conditions (any or all of which may be waived, as to each of precedent at the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):Closing: (i) the representations and warranties of Seller set forth Buyer made in this Agreement shall be true and correct in all material respects respects, as of the date hereof, and at and 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 and correct in all material respects on and Closing as of such earlier date);though then made. (ii) Seller Buyer shall have performed and or complied in all material respects with all obligations of the covenants and agreements required by this Agreement to be performed or complied with by it on Buyer under this Agreement at or prior to the Closing;. (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement Buyer shall have occurred or shall occur concurrently with delivered to Seller a certificate dated the ClosingClosing Date stating that the conditions set forth in Paragraph 6(b)(i) - (ii) have been satisfied.

Conditions to Closing. (a) Section 7.1. Conditions to the Parent's Obligations. The obligation obligations of the Seller Parent to consummate effect the transactions contemplated by this Agreement is hereby shall be subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any one or all more of which may be waived in writing by the Seller Parent in whole or in part to the extent permitted by applicable law):part: (ia) Each of the representations and warranties of the Company, Coinvest Advisors and Purchaser Equityholders set forth in this Agreement, any Related Agreement or any Schedule, Exhibit or Annex hereto or thereto shall be true and correct in all material respects at as of the date of this Agreement and (except to the extent any such representation or warranty speaks as of or is limited to an earlier date) as of the Closing Date as though made on and as of the ClosingClosing Date; provided, except however, that solely for purposes of determining the satisfaction of the conditions contained in this Section 7.1(a) and not for purposes of determining liability under Section 8 hereof or otherwise, no effect shall be given to the extent any exception in such representations and warranties relate relating to an earlier date (in which case knowledge, materiality, or a Material Adverse Effect, and such representations and warranties shall be true deemed to be true, correct and correct complete in all material respects on if and as only if the failures of such earlier date)representations and warranties to be so true, correct and complete without regard to knowledge, materiality, and Material Adverse Effect exceptions do not represent in the aggregate a Material Adverse Effect; (iib) the Company, Coinvest The Equityholders and Purchaser Advisors shall have performed and complied in all material respects with all agreements, covenants, obligations and agreements conditions required by this Agreement, any Related Agreement or any Schedule, Exhibit or Annex hereto or thereto to be performed or complied with by it on them at or prior to the Closing; andClosing Date; (iiic) there Each Advisor and Equityholder shall not have delivered to the Parent a certificate dated as of the Closing Date, confirming the satisfaction of the conditions contained in Sections 7.1(a) and 7.1(b) to the extent that the agreements, covenants, obligations and conditions referred to in such Sections are made by the respective Advisor or Equityholder; (d) Each Advisor shall have obtained from each of its clients any necessary consent or approval in accordance with Section 6.2 hereof; (e) Each of the Employment Agreements shall be in full force and effect without any Order breach thereof by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement.individual party thereto; (bf) The obligation No requisite regulatory approval shall impose any term, condition or restriction upon the Parent or any of each its Affiliates that the Parent reasonably determines would so materially adversely affect the economic or business benefits of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior Parent as to render inadvisable in the Closing, of each reasonable good faith judgment of the following conditions (any or all of which may be waived, as to each Parent the consummation of the Company, Coinvest transactions contemplated hereby; (g) The dollar-weighted average total return net of fees and Purchaser, expenses of the net assets under management by the PurchaserAdvisors for the period from January 1, in whole 1998 through the Closing shall not be worse than -5.0% and no event shall have occurred since December 31, 1997 which has had or could reasonably be expected to have, individually or in partthe aggregate with any other event, a Material Adverse Effect; (h) As of the Closing Date the assets under management by the Advisors under fee and profit allocations comparable or better to those in effect with the extent permitted by applicable law):respective clients of the Advisors as of December 31, 1997 shall not be less than $220 million; (i) The Parent shall have received the representations opinion of counsel to the Equityholders and warranties of Seller Advisors dated the Closing Date in form and substance reasonably acceptable to Parent as to the matters set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date)Exhibit 7.1(i) hereto; (iij) Seller The Parent shall have performed received evidence that Jona▇▇▇▇ ▇▇▇▇▇▇, Roge▇ ▇▇▇▇▇▇▇ ▇▇▇ Dani▇▇ ▇▇▇▇▇ ▇▇▇ insurable with respect to key-man life insurance policies; (k) Each Equityholder shall have duly executed and complied in all material respects with all obligations and agreements required by this delivered to LLC-1 or LLC-2 as the case may be the Employment Agreement to be performed or complied with by it on or prior entered into pursuant to the ClosingSection 2.2 hereof; (iiil) there Each Equityholder and Advisor shall not be in effect any Order by have duly executed and delivered to Parent each LLC Agreement to which such Equityholder or Advisor is a Governmental Entity party, as indicated on the signature pages of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementExhibits 2.4(a) and 2.4(b) hereto; and (ivm) the closing of the The transactions contemplated by the Subscription Agreement Transfer Agreements referred to in Section 2.3 hereof shall have occurred or shall occur concurrently with the Closingbeen consummated.

Conditions to Closing. (a) The obligation of the Seller Purchaser to consummate the transactions contemplated by under this Agreement is subject to the fulfillmentfulfillment or waiver by Purchaser, on or prior to as of the ClosingClosing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) Each of the representations and warranties of the Company, Coinvest and Purchaser set forth Sellers in this Agreement shall be true and correct in all material respects at (other than those representations qualified by materiality or Material Adverse Effect qualifiers which shall be in true and correct in all respects) as of the ClosingClosing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects correct, on and as of such earlier date)) in each case except for breaches as to matters that would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect; (ii) the Company, Coinvest and Purchaser Sellers shall have performed and complied in all material respects with all covenants, obligations and agreements undertakings required by this Agreement to be performed or complied with by it on or prior to the Closing; andClosing Date; (iii) there The applicable waiting period, including any extension thereof, under the HSR Act shall not be in effect any Order by a Governmental Entity have expired or been earlier terminated without action taken to prevent consummation of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement.; (biv) The obligation No judgment, order or decree shall have been rendered which has the effect of each enjoining the consummation of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillmentand no provision of any applicable Law, on code of practice or prior to the Closingguidance, interpretation or other legally enforceable requirement of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement Governmental Authority shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity which prohibits, makes illegal or has the effect of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. (a) 6.1 Conditions to the Investor's Obligations. The obligation of the Seller Investor to consummate purchase the transactions contemplated by this Agreement Note at Closing is subject to the fulfillmentfulfillment to such Investor's satisfaction, on or prior to the ClosingClosing Date, of each of the following conditions (conditions, any or all of which may be waived by the Seller Investor: (a) The representations and warranties made by the Company in whole or in part Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent permitted by applicable law): (i) any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and as of on the ClosingClosing Date, except to the extent any such representations and warranties relate to representation or warranty expressly speaks as of an earlier date (date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser . The Company shall have performed and complied in all material respects with all obligations and agreements conditions herein required by this Agreement to be performed or complied with observed by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date. (b) The obligation of each Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the Companypurchase and sale of the Securities, Coinvest and Purchaser to consummate the consummation of the other transactions contemplated by this Agreement is subject to the fulfillmentTransaction Documents, on or prior to the Closing, of each of the following conditions (any or all of which may shall be waived, as to each of the Company, Coinvest in full force and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):effect. (ic) the representations and warranties No judgment, writ, order, injunction, award or decree of Seller set forth in this Agreement shall be true and correct in all material respects at and as or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of the Closingor by any governmental authority, 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 in all material respects on and as of such earlier date); (ii) Seller shall have performed been issued, and complied in all material respects with all obligations and agreements required no action or proceeding shall have been instituted by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraininggovernmental authority, enjoining or otherwise prohibiting preventing the transactions contemplated by this Agreement; and (iv) the closing consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the Subscription Agreement shall have occurred public markets on which the Company's common stock is traded or shall occur concurrently quoted, the SEC or any other governmental or regulatory body with respect to public trading in the ClosingCommon Stock.

Conditions to Closing. (a) The A. Seller’s obligation of the Seller to consummate close the transactions contemplated by described in this Agreement is subject to the fulfillment, on fulfillment or prior to the Closing, satisfaction as of each Closing of the following conditions (it being understood that any one or all more of which the following conditions may be waived by the Seller in whole or in part to the extent permitted by applicable lawa writing signed on behalf of Seller): (i) the The representations and warranties of the Company, Coinvest and Purchaser set forth Buyer in this Agreement shall be true and correct in all material respects at respects, and 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 and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser Buyer shall have performed and complied in all material respects with all obligations and agreements required covenants made by Buyer in this Agreement that are required to be performed or complied with by it on or prior before Closing. (ii) No suit or other proceeding instituted by a person or entity other than Buyer or Seller shall be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with, the Closing; andtransaction that is the subject of this Agreement. (iii) there Seller shall not be in effect any Order by a Governmental Entity have received management approval of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The B. Buyer’s obligation of each of the Company, Coinvest and Purchaser to consummate close the transactions contemplated by described in this Agreement is subject to the fulfillment, on fulfillment or prior to the Closing, satisfaction as of each Closing of the following conditions (it being understood that any one or all more of which the following conditions may be waived, as to each of the Company, Coinvest and Purchaser, waived by the Purchaser, Buyer in whole a writing signed on behalf or in part, to the extent permitted by applicable lawBuyer): (i) the The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at respects, and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required covenants made by Seller in this Agreement that are required to be performed or complied with by it on or prior before Closing. (ii) No suit or other proceeding instituted by a person or entity other than Buyer or Seller shall be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with, the Closing;transaction that is the subject of this Agreement. (iii) there Buyer shall not be in effect any Order by a Governmental Entity have obtained financing of competent jurisdiction restraining, enjoining or otherwise prohibiting at least the transactions contemplated by this Agreement; and (iv) the closing amount of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingAdjusted Purchase Price on terms acceptable to Buyer.

Conditions to Closing. (a) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the condition that no provision of any applicable United States or other law and no judgment, injunction, order, decree, action or interpretation of any Governmental Entity shall prohibit or restrain consummation of, or otherwise impose material limits on the ability of any party to this Agreement to consummate, the Exchange as contemplated by this Agreement. (b) The obligation of the Seller Investor to consummate the transactions contemplated by this Agreement Exchange is also subject to the fulfillment, on fulfillment (or waiver by the Investor) at or prior to the Closing, Closing of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) (A) the representations and warranties of the Company, Coinvest and Purchaser Company set forth in Article III of this Agreement shall be true and correct in all material respects at as though made on and as of the Closing, except to the extent such Closing Date (other than representations and warranties relate to an earlier date (in that by their terms speak as of another date, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier other date);) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date; and (ii) the Company, Coinvest and Purchaser Investor shall have performed and complied received a certificate signed on behalf of the Company by an executive officer of the Company certifying that the conditions set forth in all material respects with all obligations and agreements required Section 2.2(b)(i) have been satisfied. (c) The obligation of the Company to consummate the Exchange is also subject to the fulfillment (or waiver by this Agreement to be performed or complied with by it on the Company) at or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, Closing of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) (A) the representations and warranties of Seller the Investor set forth in Article IV of this Agreement shall be true and correct in all material respects at as though made on and as of the Closing, except to the extent such Closing Date (other than representations and warranties relate to an earlier date (in that by their terms speak as of another date, which case such representations and warranties shall be true and correct in all material respects on and as of such earlier other date); ) and (iiB) Seller the Investor shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it under this Agreement on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementClosing Date; and (ivii) the closing Company shall have received a certificate signed on behalf of the transactions contemplated Investor by an authorized person of the Subscription Agreement shall Investor certifying that the conditions set forth in Section 2.2(c)(i) have occurred or shall occur concurrently with the Closingbeen satisfied.

Conditions to Closing. (a) The obligation obligations of the Seller Seller, on the one hand, and the Buyer, on the other hand, to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on at or prior to the Closing, of each of the following conditions: (i) there shall not be in effect any preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States or by any United States federal or state governmental or regulatory body nor any statute, rule, regulation or executive order promulgated or enacted by any United States federal or state governmental authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or any other agreement or document contemplated hereby; and (ii) any filings required to be made under the HSR Act shall have been made, and all applicable waiting periods thereunder with respect to the transactions contemplated by this Agreement shall have expired or been terminated. (b) The Seller’s obligation to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions (any or all of which may be waived in writing by the Seller in whole or in part to the extent permitted by applicable lawSeller): (i) each of the representations and warranties of the Company, Coinvest and Purchaser set forth in Buyer under this Agreement and each of the other agreements and documents contemplated hereby shall be true and correct in all material respects at and as of the Closingtime of the Closing with the same effect as though such representations had been made again at and as of that time, except to the extent that any such representations and warranties expressly relate to an earlier date (in which case any such representations and warranties shall be true and correct in all material respects on at and as of such earlier date); (ii) the Company, Coinvest and Purchaser Buyer shall have performed and complied in all material respects with all obligations each obligation, covenant and agreements condition required by this Agreement and the other documents contemplated hereby to be performed or complied with by it on or prior to or at the Closing; and, with such exceptions as could not reasonably be expected to result in a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement or any other agreement or document contemplated hereby provided, however, that nothing in this subparagraph shall affect Seller’s rights under Section 4.2 in the event of a default thereunder; (iii) there shall not be in effect any Order by a Governmental Entity the Capital Expenditures Committees of competent jurisdiction restrainingYUM! Brands, enjoining or otherwise prohibiting Inc., and PHI will have approved the transactions contemplated by this Agreement; (iv) the Seller will have received a copy of a resolution or unanimous written consent evidencing the action by the Buyer’s Board of Directors or the Buyer’s general partner or such other similar authorizing body approving the purchase of the Assets under this Agreement certified by an authorized officer, partner or member; and (v) the Buyer will deliver to Seller a statement, signed by the Buyer’s Chief Financial Officer, certifying that at least 20% of the Total Transaction Costs being paid will be represented by “at risk capital” as defined by applicable accounting rules, which is in the form of equity and is not (and will not be secured) by a lien on the Assets or on the equity interests of the Buyer or any of its Affiliates, and the Seller shall otherwise be satisfied in all respects with the capital structure of the Buyer; and (vi) the Seller shall have received evidence satisfactory in all respects to them that the Buyer shall have hired an operator to manage the Restaurants to be purchased by the Buyer, which operator has substantial experience in the operation of Pizza Hut restaurants and has been approved by PHI, in its sole discretion. (bvii) the Buyer shall deliver to Seller and PHI, and the Seller and PHI shall have received from the Buyer and its Affiliates, as the Seller and PHI deem necessary, in their sole discretion, all Uniform Franchise Offering Circular receipts, including those relating to any Addenda or Amendments. (c) The Buyer’s obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on at or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, waived in writing by the Purchaser, in whole or in part, to the extent permitted by applicable lawBuyer): (i) each of the representations and warranties of Seller set forth in under this Agreement and each of the other agreements and documents contemplated hereby shall be true and correct in all material respects at and as of the Closingtime of the Closing with the same effect as though such representations had been made again at and as of that time, except to the extent that any such representations and warranties expressly relate to an earlier date (in which case any such representations and warranties shall be true and correct in all material respects on at and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations each obligation, covenant and agreements condition required by this Agreement and the other documents contemplated hereby to be performed or complied with by it on or prior to or at the Closing;, with such exceptions as could not reasonably be expected to result in a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or any other agreement or document contemplated hereby; and (iii) there shall not be in effect any Order by the Buyer will have received a Governmental Entity copy of competent jurisdiction restraining, enjoining or otherwise prohibiting a resolution of Seller’s Board of Directors approving the transactions contemplated by this Agreement; and (iv) the closing sale of the transactions contemplated Assets certified by an authorized officer of the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingSeller.

Conditions to Closing. (a) Section 6.1 The obligation respective obligations of the Seller each party to consummate effect the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which be waived, in whole or in part, to the extent permitted by applicable law. a. The obligations of US WIRELESS to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the Seller waived, in whole or in part part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of the Company, Coinvest and Purchaser set forth SKYLINE contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. US WIRELESS shall have received a certificate from the Majority Member of SKYLINE to such effect. (ii) the Company, Coinvest and Purchaser SKYLINE shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and. US WIRELESS shall have received a certificate from SKYLINE to such effect. (iii) there shall not be in b. The obligations of SKYLINE to effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of Seller set forth US WIRELESS contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such except, that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. SKYLINE shall each have received a certificate of the principal executive officer of US WIRELESS to such effect. (ii) Seller US WIRELESS shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing;. SKYLINE shall have received a certificate of the principal executive officer of US WIRELESS to such effect. (iii) there SKYLINE shall not be in effect any Order by a Governmental Entity have received the consent to this Agreement from one hundred percent (100%) of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andits SHAREHOLDERS. (iv) US WIRELESS shall deliver to SKYLINE a copy of its instruction letter to its transfer agent authorizing the closing issuance of the transactions contemplated by shares to be issued pursuant to this Agreement. (v) US WIRELESS’s common stock shall be trading on the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingOTC Bulletin Board without extension on its symbol.

Conditions to Closing. ‌ (a) The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, respective obligations of each of the Company and the Backstoppers to complete the transactions contemplated hereby are subject to the reasonable satisfaction of the following conditions (any prior to or all at the Effective Time, each of which is for the mutual benefit of the Company, on the one hand, and the Backstoppers, on the other hand, and may be waived by the Seller waived, in whole or in part part, jointly by the Company and the Backstoppers (provided that such conditions shall not be enforceable by the Company or the Backstoppers, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the extent permitted control of the Party seeking enforcement (or, in the case where the party seeking enforcement is one or more of the Backstoppers, an action, error or omission by applicable lawor within the control of the Backstopper seeking enforcement)): (i) the Information Circular as filed and distributed, and the Plan, as filed, distributed and approved, shall be acceptable to the Company and the Backstoppers; (ii) all conditions precedent to the Transaction and implementation of the Plan (including those set out in the Support Agreement) shall have been satisfied or waived in accordance with the terms of the Support Agreement and the Plan and the Company shall have provided Goodmans with a certificate certifying such conditions have been satisfied or waived as of the Implementation Date; (iii) there shall not be any actions, investigations or proceedings, including appeals and applications for review, in progress, or to the knowledge of the Company or the Backstoppers, pending or threatened, by or before any Governmental Entity in Canada or the United States, in relation to the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares or Backstop Consideration Shares or the Share Offering, any of which is reasonably likely to be successful against the Company or the Issuer and which operates to prevent or restrict the lawful distribution of such shares (which prevention or restriction is continuing); and (iv) there shall not be any order issued by a Governmental Entity pursuant to applicable Laws, nor shall there be any change of applicable Law, in either case which operates to prevent or restrict the lawful distribution of the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares or Backstop Consideration Shares (which prevention or restriction is continuing). (b) The obligations of the Backstoppers to complete the purchase of the Backstopped Shares are subject to satisfaction of the following conditions on or before the Implementation Date, each of which is for the benefit of the Backstoppers and may be waived, in whole or in part, by the Backstoppers (provided that such conditions shall not be enforceable by the Backstoppers if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Backstopper seeking enforcement): (i) the Backstoppers shall have completed their due diligence with respect to the Share Offering on or before the date that is seven Business Days prior to the Implementation Date and such due diligence shall be satisfactory to the Backstoppers in their sole discretion; (ii) all actions required to be taken by or on behalf of the Company and/or the Issuer, including the passing of all requisite resolutions of their directors and all requisite filings with, or approvals, orders, rulings and consents of, any Governmental Entity will have occurred on or prior to the Implementation Date, so as to validly authorize the Share Offering, the creation and issuance of the Offering Shares, the Accrued Interest Offering Shares, the Backstopped Shares, the Backstop Consideration Shares and the purchase of Backstopped Shares by the Backstoppers as contemplated by this Agreement; (iii) the Company shall have obtained all applicable material non- governmental third party consents; (iv) counsel to the Issuer shall have delivered to the Backstoppers one or more legal opinions satisfactory to ▇▇▇▇▇▇▇▇, acting reasonably, collectively confirming that, as of the Implementation Date, the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares and Backstop Consideration Shares shall be: (a) duly authorized, validly issued and fully paid and non-assessable and, subject to receipt by the Issuer of an executed Rep Letter from each Backstopper and all information set forth in each such Rep Letter remaining true and correct as of the Implementation Date, the issuance thereof shall be in compliance with applicable Securities Laws and exempt from registration under the US Securities Act; and (b) freely tradable in Canada (provided that the Issuer is and has been a reporting issuer in a jurisdiction of Canada for four months preceding the trade, the trade is not a “control distribution” as defined in Canadian Securities Laws, no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade, no extraordinary commission or consideration is paid to a person or company in respect of the trade, and if the selling security holder is an insider or officer of the Issuer, the selling security holder has no reasonable grounds to believe that the Issuer is in default of Canadian Securities Laws). For greater certainty, the opinions of counsel may contain standard assumptions, including, without limitation, to assume the accuracy of statements made in the executed Rep Letters; (v) all terms and conditions of the Share Offering included in the Information Circular, the Plan and any other related document prepared by the Company or the Issuer for distribution or circulation shall have been acceptable to the Backstoppers and shall not have been changed in any material respect unless otherwise agreed to in writing by the Company and the Backstoppers in accordance with the terms of this Agreement; (vi) the Issuer (if it is not the Company) shall have entered into an agreement prior to the Election Deadline agreeing to be bound by the terms of this Agreement; (vii) the Company, the Issuer and the Subsidiaries shall have performed all of their material obligations under and in accordance with this Agreement and the Support Agreement (for greater certainty, material obligations include, without limitation, the obligations of the Company or the Issuer in Sections 3(h), 3(i), 3(j) and 3(k) hereof); (viii) the representations and warranties of each of the Company, Coinvest Company and Purchaser set forth its Subsidiaries contained in this Agreement and the Support Agreement shall continue to be true and correct in all material respects at and as of the Closingcorrect, except to the extent such representations and warranties relate to an earlier date (are by their terms given as of a specified date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), and except as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement and the Support Agreement and each of the Company and the Subsidiaries shall have provided ▇▇▇▇▇▇▇▇ with a certificate signed by an officer of the Company or the Subsidiary, as applicable, certifying compliance with this Section 7(b)(viii) as of the Implementation Date;‌ (ix) no change of control payments shall be owing or payable to the Company’s officers or employees in connection with the Transaction; (iix) on the CompanyImplementation Date, Coinvest all of the reasonable fees and Purchaser expenses of the Advisors, for services rendered as counsel to the Backstoppers up to and including the Implementation Date, shall have performed been paid; provided that the Advisors shall have provided the Company with invoices for all such fees and complied in all material respects with all obligations and agreements required by this Agreement expenses incurred up to be performed or complied with by it on or the date that is five Business Days prior to the ClosingImplementation Date, and shall have also provided the Company with a reasonable estimate of all such fees and expenses to be incurred by the Advisors in the period from that date to the Implementation Date;‌ (xi) there shall not have occurred after the date hereof a Material Adverse Change; and (iiixii) there shall not be in exist, after giving effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting to the transactions contemplated by this Agreement. (b) The obligation of each of Transaction and the Company, Coinvest and Purchaser to consummate the other transactions contemplated by this Agreement is and the Support Agreement and assuming implementation of the Plan, any Material default or event of default under any Material Contract now in effect that will remain in effect following the Implementation Date (other than those defaults or events of default that are remedied, waived, stayed, extinguished or otherwise in any way rendered inoperative as part of the Proceedings). (c) The obligations of the Issuer to consummate the issuance of the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares and the Backstop Consideration Shares are subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (any on or all before the Implementation Date, which are for the benefit of which the Issuer and may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, by the Issuer (provided that such condition shall not be enforceable by the Issuer if any failure to satisfy such condition results from an action, error or omission by or within the extent permitted by applicable lawcontrol of the Issuer): (i) the representations representation and warranties of Seller set forth each of the Backstoppers (other than the Defaulting Backstoppers or the Objecting Backstoppers) contained in this Agreement shall continue to be true and correct in all material respects at and as of the Closingcorrect, except to the extent such representations and warranties relate to an earlier date (are by their terms given as of a specified date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed , and complied in all material respects with all obligations except as such representations and agreements required warranties may be affected by this Agreement to be performed the occurrence of events or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated and permitted by this Agreement; and (ivii) the closing each of the transactions contemplated by the Subscription Agreement Backstoppers shall have occurred performed all of its material obligations to be performed by such Backstopper under and in accordance with this Agreement and the Support Agreement. (d) Each of the Company and the Backstoppers agree that it will use commercially reasonable efforts to cause the conditions set forth in this Section 7 to be satisfied on or shall occur concurrently with before the ClosingImplementation Date to the extent that such conditions relate to acts to be performed or caused to be performed by such Party.

Conditions to Closing. (a) The obligation obligations of the Buyer and Seller to consummate the transactions contemplated by this Agreement is Closing are subject to the fulfillment, on or prior to the Closing, of each satisfaction of the following conditions (any or all of which may be waived by the Seller Buyer and Seller, together, in whole or in part to the extent permitted by applicable lawApplicable Law): (i) any applicable waiting period under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; and (ii) there shall not be in force an injunction or order of any court of competent jurisdiction in the United States or any other Relevant Jurisdiction enjoining, prohibiting or rendering illegal the consummation of the Closing. (b) The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law): (A) The representations and warranties of Seller contained in Sections ‎3.01 (solely the Companyfirst sentence thereof), Coinvest ‎3.03, ‎3.06 and Purchaser set forth ‎3.08, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct in this Agreement all material respects as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, (B) the Closingrepresentation and warranty set forth in ‎Section 3.09(a) shall be shall be true and correct in all respects as of the Closing Date, except to as if made at and as of such date and (C) the extent such other representations and warranties relate of Seller, contained in this Agreement, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties which speak as to an earlier date (in date, which case such representations and warranties shall be true and correct in all material respects on at and as of such earlier date), except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (ii) the Company, Coinvest and Purchaser covenants of Seller to be performed prior to the Closing shall have been performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closingrespects; (iii) since the date hereof, there shall not have occurred or reasonably be in effect any Order by expected to occur a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andMaterial Adverse Effect; (iv) the closing of the transactions contemplated by the Subscription Agreement Restructuring shall have occurred or shall occur concurrently in accordance with the ClosingRestructuring Steps; and (v) Buyer shall have received a certificate signed by an executive officer of Seller to the effect of the foregoing clauses ‎(i), ‎(ii), ‎(iii) and ‎(iv).

Conditions to Closing. (a) The respective obligations of each party to effect the contribution of the Contributed Assets and the issuance of the Shares (together, the "Transactions") shall be subject to the satisfaction at or prior to the Closing of the following conditions: (i) the Merger Closing shall have occurred; (ii) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States federal or state court or United States federal or state Governmental Entity that prohibits, restrains, enjoins or restricts the consummation of the Transactions; (iii) the transactions contemplated by the Assignment and Assumption Agreement and Release, substantially in the form of Exhibit F hereto (the "Assignment Agreement"), shall have been consummated, provided that the Company shall not be permitted to not close under this Section 6(a)(iii) if such transactions were not consummated due to a breach by it under the Assignment Agreement; (iv) any governmental or regulatory notices, approvals or other requirements necessary to consummate the Transactions shall have been given, obtained or complied with, as applicable; (v) the other party shall have executed and delivered each of the Transfer Documents and Registration Rights Agreement; and (vi) the waiting periods (and any extension thereof) applicable to the Transactions under the HSR Act shall have expired or been terminated. (b) The obligation of the Seller Company to consummate effect the transactions contemplated by this Agreement Transactions is subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the representations and warranties of the Company, Coinvest and Purchaser set forth NBAMV contained in this Agreement shall be true and correct in (except to the extent that the aggregate of all material respects breaches thereof would not reasonably be expected to have a Material Adverse Effect on the Contributed Assets) at and as of the Closing, Closing with the same effect as if made at and as of the Closing (except to the extent such representations and warranties specifically relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), and in any event, subject to the foregoing Material Adverse Effect qualification) and, at the Closing, NBAMV shall have delivered to the Company a certificate to that effect, executed by an authorized person of NBAMV; and (ii) each of the covenants and obligations of NBAMV to be performed at or before the Closing pursuant to the terms of this Agreement shall have been duly performed (except to the extent the aggregate of all breaches thereof would not reasonably be expected to have a Material Adverse Effect on the Contributed Assets) at or before the Closing and, at the Closing, NBAMV shall have delivered to the Company a certificate to that effect, executed by an authorized person of NBAMV. (c) The obligations of NBAMV to effect the Transactions are subject to the satisfaction at or prior to the Closing of the following conditions: (i) NBAMV shall have received the requisite consent of its members to the consummation of the transactions contemplated by this Agreement; (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth the Company contained in this Agreement shall be true and correct (except to the extent that the aggregate of all breaches thereof would not reasonably be expected, individually or in all material respects the aggregate, to have a Material Adverse Effect on the Company or the Subsidiaries) at and as of the Closing, Closing with the same effect as if made at and as of the Closing (except to the extent such representations and warranties specifically relate to an earlier date (date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (ii, and in any event, subject to the foregoing Material Adverse Effect qualification) Seller and, at the Closing, the Company shall have performed and complied in all material respects with all obligations and agreements required delivered to NBAMV a certificate to that effect, executed by this Agreement to be performed or complied with by it on or prior to a duly authorized executive officer of the ClosingCompany; (iii) there each of the covenants and obligations of the Company to be performed at or before the Closing pursuant to the terms of this Agreement shall have been duly performed (except to the extent the aggregate of all breaches thereof would not reasonably be in effect any Order expected to have a Material Adverse Effect on the Company) at or before the Closing and, at the Closing, the Company shall have delivered to NBAMV a certificate to that effect, executed by a Governmental Entity duly authorized executive officer of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andCompany; (iv) since the closing date hereof, there shall have been no events, changes or effects, individually or in the aggregate, with respect to the Company or the Subsidiaries that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company or the Subsidiaries; (v) nothing shall have occurred that would result in Intel, NBAMV and the stockholders of Excalibur (determined immediately prior to the consummation of the transactions contemplated by the Subscription Merger Agreement), in the aggregate, not owning "control" (as defined in Section 368(c) of the Code) of the Company immediately following the consummation of the transactions contemplated by the Merger Agreement and the Contribution Agreement; (vi) the Company shall have delivered a certificate, executed by a duly authorized executive officer of the Company, stating as of the Closing (A) the number of Shares of issued and outstanding Common Equity, which certificate shall specifically state the number of issued and outstanding shares of Class A Common Stock and Class B Common Stock, and the number of shares of Class A Common Stock issuable upon exercise of the Assumed Options and upon conversation of the Preferred Stock, and (B) whether any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares has occurred since the date hereof; (vii) NBAMV shall be reasonably satisfied that (A) all of the conditions to the Merger Closing have been satisfied or shall occur concurrently with waived and, at the Closing., the Company shall have provided to NBAMV a certificate to that effect, executed by a duly authorized executive officer of the Company and (B) the waiver of any such condition has not resulted in the transactions contemplated by the Merger Agreement being materially modified; and (viii) the Certificate of Incorporation and Bylaws of the Company shall be in the form attached hereto as Exhibit D.

Conditions to Closing. (a) Section 6.1 The obligation respective obligations of the Seller each party to consummate effect the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which be waived, in whole or in part, to the extent permitted by applicable law. a. The obligations of US WIRELESS to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the Seller waived, in whole or in part part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of the Company, Coinvest and Purchaser set forth MJS contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. US WIRELESS shall have received a certificate of the principal executive officer of MJS to such effect. (ii) the Company, Coinvest and Purchaser MJS shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and. US WIRELESS shall have received a certificate of the principal executive officer of MJS to such effect. (iii) there shall not be in b. The obligations of MJS to effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of Seller set forth US WIRELESS contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such except, that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. MJS shall each have received a certificate of the principal executive officer of US WIRELESS to such effect. (ii) Seller US WIRELESS shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing;. MJS shall have received a certificate of the principal executive officer of US WIRELESS to such effect. (iii) there US WIRELESS shall not be in effect any Order by a Governmental Entity appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to senior management positions of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andUS WIRELESS. (iv) US WIRELESS shall memorialize a Performance Based Bonus agreement with the closing Shareholders of MJS according to the terms outlined in the letter of intent among the parties dated October 20, 2004. (v) US WIRELESS shall put into effect thirty-six month Employment Contracts for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. (vi) MJS shall have received the consent to this Agreement from one hundred percent (100%) of its shareholders. (vii) US WIRELESS shall deliver to MJS a certified copy of its shareholder list dated as of the transactions contemplated by closing, and a copy of its instruction letter to its transfer agent authorizing the Subscription Agreement shall have occurred or shall occur concurrently with issuance of the Closingshares to be issued pursuant to this Agreement.

Conditions to Closing. (a) Section 6.1 The obligation respective obligations of the Seller each party to consummate effect the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which be waived, in whole or in part, to the extent permitted by applicable law. a. The obligations of US WIRELESS to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the Seller waived, in whole or in part part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of the Company, Coinvest and Purchaser set forth ISKYWIRE contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. US WIRELESS shall have received a certificate from the Majority Member of ISKYWIRE to such effect. (ii) the Company, Coinvest and Purchaser ISKYWIRE shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and. US WIRELESS shall have received a certificate from the Majority Member of ISKYWIRE to such effect. (iii) there shall not be in b. The obligations of ISKYWIRE to effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is herein shall be subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (conditions, any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):: (i) Each of the representations and warranties of Seller set forth US WIRELESS contained in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such except, that those representations and warranties relate to an earlier which address matters only as of a particular date (in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);. ISKYWIRE shall each have received a certificate of the principal executive officer of US WIRELESS to such effect. (ii) Seller US WIRELESS shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing;. ISKYWIRE shall have received a certificate of the principal executive officer of US WIRELESS to such effect. (iii) there US WIRELESS shall not be in put into effect any Order by a Governmental Entity an agent and consultant agreements with the Managers of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; andiSkywire. (iv) ISKYWIRE shall have received the closing consent to this Agreement from one hundred percent (100%) of its Members. (v) US WIRELESS shall deliver to ISKYWIRE a copy of its instruction letter to its transfer agent authorizing the issuance of the transactions contemplated by shares to be issued pursuant to this Agreement. (vi) US WIRELESS’s common stock shall be trading on the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingOTC Bulletin Board without extension on its symbol.

Conditions to Closing. (a) The obligation obligations of the Seller to consummate Company hereunder in connection with the transactions contemplated by this Agreement is Closing are subject to the fulfillment, on satisfaction at or prior to the Closing, of each Closing of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):precedent: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on each Closing Date of the representations and warranties of the Company, Coinvest and Purchaser set forth Subscriber contained herein (unless as of a specific date therein in this Agreement which case they shall be true accurate as of such date); and (ii) all obligations, covenants and correct agreements of the Subscriber required to be performed at or prior to each Closing Date shall have been performed. (b) The obligations of the Subscriber hereunder in connection with the Closing are subject to the satisfaction at or prior to the Closing of the following conditions precedent: (i) the accuracy in all material respects at and as of the Closing(or, except to the extent such representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on each Closing Date of the representations and warranties relate to an earlier of the Company contained herein (unless as of a specific date (therein in which case such representations and warranties they shall be true and correct in all material respects on and accurate as of such earlier date); (ii) the Companyall obligations, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations covenants and agreements of the Company required by this Agreement to be performed or complied with by it on at or prior to the Closingeach Closing Date shall have been performed; and (iii) there shall not be the delivery by the Company of (A) the stock certificate or transfer agent report evidencing that the shares of Common Stock have been issued and registered in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each name of the Company, Coinvest Subscriber and Purchaser to consummate (B) the transactions contemplated by this Agreement is subject to duly executed Warrant in the fulfillment, on or prior to the Closing, of each name of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the ClosingSubscriber.

Conditions to Closing. (a) 7.1 Conditions to the Investors’ Obligations. The obligation of each Investor to accept the Seller Notes in satisfaction of the Damages and pursuant to consummate the transactions contemplated by this Agreement Section 4 hereof, is subject to the fulfillmentfulfillment to such Investor’s satisfaction, on or prior to the ClosingClosing Date, of each of the following conditions (conditions, any or all of which may be waived by the Seller in whole or in part such Investor (as to the extent permitted by applicable lawitself only): (ia) the The representations and warranties of made by the Company, Coinvest and Purchaser set forth Company in this Agreement Section 5 hereof qualified as to materiality shall be true and correct in all material respects at and as of on the ClosingClosing Date, except to the extent any such representations and warranties relate to representation or warranty expressly speaks as of an earlier date (date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 5 hereof not qualified as to materiality shall be true and correct in all material respects on and as of such earlier date); (ii) the CompanyClosing Date, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, except to the extent permitted by applicable law): (i) the representations and warranties any such representation or warranty expressly speaks as of Seller set forth an earlier date, in this Agreement which case such representation or warranty shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date);. (iib) Seller The Company shall have performed obtained any and complied in all material respects with all obligations consents, permits, approvals, registrations and agreements required waivers necessary or appropriate for consummation of the purchase and sale of the Notes and the consummation of the other transactions contemplated by this Agreement the Transaction Documents to be performed or complied with by it consummated on or prior to the Closing;Closing Date, all of which shall be in full force and effect. (iiic) there 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 not be in effect have been issued, and no action or proceeding shall have been instituted by any Order by a Governmental Entity of competent jurisdiction restraininggovernmental authority, enjoining or otherwise prohibiting preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b) and (c) of this Section 7.1. (e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving, as applicable, the transactions contemplated by this Agreement; andAgreement and the other Transaction Documents, and the issuance of the Securities, certifying the current versions of its Articles of Incorporation and Bylaws or other organizational documents and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on its behalf. (ivf) the closing No stop order or suspension of the transactions contemplated trading shall have been imposed by the Subscription Agreement shall have occurred SEC or shall occur concurrently any other governmental or regulatory body with respect to public trading in the ClosingCommon Stock.

Conditions to Closing. (a) The obligation of the Seller Purchaser to consummate enter into and complete the transactions contemplated by this Agreement is Closing are subject to the fulfillment, fulfillment on or prior to the Closing, of each Closing Date of the following conditions (conditions, any one or all more of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):Purchaser: (ia) the The representations and warranties of the Company, Coinvest and Purchaser set forth Company contained in this Agreement shall be true and correct in all material respects at (other than those which are qualified as to materiality, Material Adverse Effect or other similar term, which shall be true and correct in all respects) on and as of the Closing, Closing Date with the same force and effect as though made on and as of the Closing Date (except to the extent such that representations and warranties relate to an earlier made as of a specific date (in which case such representations and warranties shall be true and correct in all material respects (except as aforesaid) on and as of such earlier date); (ii) ; the Company, Coinvest and Purchaser Company shall have performed and complied with in all material respects with all obligations covenants and agreements required by this Agreement to be performed or complied with by it the Company on or prior to the ClosingClosing Date; and (iii) there and the Company shall not be in effect any Order have delivered to the Purchaser a certificate, dated the date of the Closing Date and signed by a Governmental Entity an executive officer of competent jurisdiction restrainingthe Company, enjoining or otherwise prohibiting to the transactions contemplated by this Agreementforegoing effect. (b) The obligation No Action shall be pending or threatened by any Governmental Authority or any other party against the Company or any of each its directors or the Purchaser, which Action is reasonably likely to (i) restrain or prohibit the consummation of any of the Companytransactions contemplated by the Transaction Agreements, Coinvest or (ii) result in damages that alone or together with the costs and expenses of defending such Action are material in relation to the Company and its Subsidiaries, taken as a whole. (c) No Requirement of Law or Order shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits or makes illegal the consummation of any of the transactions contemplated by the Transaction Agreements. (d) Since the date hereof, no event or development shall have occurred (or failed to occur) and there shall be no circumstance (and the Purchaser shall not have become aware of any *CONFIDENTIAL TREATMENT REQUESTED previously existing circumstance) that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (e) The consents listed on Schedule 7.1(e) of the Company Disclosure Letter shall have been obtained and delivered to Purchaser. (f) The parties shall have received all approvals and actions of or by all Governmental Authorities which are necessary to consummate the transactions contemplated by this Agreement is subject the Transaction Agreements, which are either specified in Schedule 3.4 of the Company Disclosure Letter or otherwise required to the fulfillment, on or be obtained prior to the Closing, Closing by applicable Requirements of each Laws or which are necessary to prevent a Material Adverse Effect. (g) The Certificate of Incorporation shall have been amended to increase the authorized Common Stock from 98,500,000 shares to 250,000,000 shares. (h) A period of at least ten (10) days shall have elapsed since the mailing by the Company of the following conditions (any or all of which may be waived, as to each Company Stockholder Notice and the issuance by the Company of the Company, Coinvest and Purchaser, by the PurchaserNASDAQ Announcement, in whole or each case, in part, to the extent permitted by applicable law):accordance with Section 5.5. (i) the representations and warranties The shares of Seller set forth in this Agreement shall be true and correct in all material respects at and as Common Stock issuable upon conversion of the ClosingNote shall have been approved for listing on NASDAQ, except subject only to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as official notice of such earlier date);issuance. (iij) Seller The Company shall have performed entered into the Note, the Assignment Agreement, the Security Agreement, the Registration Rights Agreement and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Celecoxib License Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

Conditions to Closing. The obligation of WHEN to effect the transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless waived by WHEN: (a) The obligation each representation, warranty and covenant of the Seller to consummate Company and the transactions contemplated by this Agreement Company Shareholders is subject to true and correct at the fulfillment, Closing as if made on and as of the Closing and at or prior to the Closing, and the Company and the Company Shareholders shall have delivered to WHEN a certificate to that effect signed by an officer of the Company and the Company Shareholders, respectively; (b) each of the following conditions (any or all of which may be waived by Company and the Seller in whole or in part to the extent permitted by applicable law): (i) the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) the Company, Coinvest and Purchaser Company Shareholders shall have performed and or complied in all material respects with all obligations agreements and agreements covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and, and the Company and the Company Shareholders shall have delivered to WHEN a certificate to that effect signed by an officer of the Company and the Company Shareholders, respectively; (iiic) from the date of this Agreement through the Closing, there shall not have occurred any change, circumstance or event concerning the Company that has had or could be reasonably likely to have a material adverse effect on the Company; (d) no Law or any temporary restraining order, preliminary or permanent injunction or other judgment issued by, any Governmental Authority shall be in effect any Order by a Governmental Entity having the effect of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The obligation of each of the Company, Coinvest and Purchaser to consummate making the transactions contemplated by this Agreement is subject to the fulfillmentillegal or otherwise prohibiting consummation thereof or imposing, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole individually or in partthe aggregate, to the extent permitted by applicable law): a burdensome condition (icollectively, “Legal Restraints”) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller no Governmental Authority shall have performed and complied in all material respects with all obligations and agreements required by this Agreement instituted any action or proceeding (which remains pending at what would otherwise be the Closing Date) seeking to be performed temporarily or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restrainingpermanently enjoin, enjoining restrain or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing prohibit consummation of the transactions contemplated by the Subscription Agreement shall have occurred hereby or shall occur concurrently with the Closingimpose a Legal Restraint.

Conditions to Closing. (a) Conditions to Seller's Obligations. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is be performed hereunder shall be subject to the fulfillment, on satisfaction (or waiver by Seller) at or prior to the Closing, Closing Date of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) the Purchaser's representations and warranties of the Company, Coinvest and Purchaser set forth contained in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date);the date of this Agreement. (ii) the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all agreements, obligations and agreements conditions required by this Agreement to be performed or complied with by it on or prior to the Closing; and. (iii) there Seller's stockholders shall not have approved the sale of the Assets to Purchaser. (iv) No Litigation shall be threatened or pending against Seller before any court or governmental agency that, in effect any Order by a Governmental Entity the reasonable opinion of competent jurisdiction restrainingcounsel for Seller, enjoining could result in the restraint or otherwise prohibiting prohibition of Seller in connection with this Agreement or the consummation of the transactions contemplated hereby. (v) Purchaser shall have delivered to Seller a certificate signed by this Agreementa duly authorized officer of Purchaser certifying that the conditions set forth in Sections 6(a)(i) and (ii) have been satisfied. (vi) Seller shall have obtained a general release in favor of Seller from each of the counter-parties to the Contracts listed in Schedule 1(c). (b) The obligation of each Conditions to Purchaser's Obligations. Each of the Company, Coinvest and obligations of Purchaser to consummate the transactions contemplated by this Agreement is be performed hereunder shall be subject to the fulfillment, on satisfaction (or waiver by Purchaser) at or prior to the Closing, Closing Date of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):conditions: (i) the Seller's representations and warranties of Seller set forth contained in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date);the date of this Agreement. (ii) Seller shall have performed and complied in all material respects with all obligations agreements, obligations, and agreements conditions required by this Agreement to be performed or complied with by it on or prior to the Closing;. (iii) there No Litigation shall not be threatened or pending against Purchaser before any court or governmental agency that, in effect any Order by a Governmental Entity the reasonable opinion of competent jurisdiction restrainingcounsel for Purchaser, enjoining could result in the restraint or otherwise prohibiting prohibition of Purchaser in connection with this Agreement or the consummation of the transactions contemplated by this Agreement; andhereby. (iv) the closing of the transactions contemplated by the Subscription Agreement Seller shall have occurred delivered to Purchaser a certificate signed by an authorized officer of Seller certifying that the conditions set forth in Sections 6(b)(i) and (ii) have been satisfied. (v) RoadRunner shall be an ongoing customer of Seller, and Seller shall not have received any form of notice from RoadRunner that Roadrunner intends to terminate its relationship with Seller or shall occur concurrently that Roadrunner does not intend to continue such relationship with Purchaser following the ClosingClosing Date, or that RoadRunner has changed materially or intends to change materially the amount of business that it does with Seller or the amount of business that it would do with Purchaser following the Closing Date.

Conditions to Closing. (a) Conditions to Obligations of All Parties . The obligation obligations of the Seller each party to consummate the transactions contemplated by this Agreement is shall be subject to the fulfillment, on at or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):conditions: (i) The waiting period (or any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, and (ii) all Gaming Approvals shall have been obtained and remain in full force and effect. (b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered Governmental Order (whether temporary, preliminary or permanent) or Law that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement. Conditions to Obligations of Buyer . The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions: (a) (i) The representations and warranties of the Company, Coinvest and Purchaser set forth Seller contained in this Agreement (other than the Fundamental Representations) shall be true and correct in all material respects on and as of the date hereof and at and as of the ClosingClosing with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date), except where the failure to be so true and correct, individually or in the aggregate, has not and would not reasonably be expected to have a Material Adverse Effect; and (ii) the Fundamental Representations shall be true and correct in all respects on and as of the date hereof and at and as of the Closing with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date). (b) Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) All consents listed on Section 7.02(c) of the Disclosure Schedules shall have been obtained on terms and conditions reasonably satisfactory to Buyer. (d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any change, circumstance, effect, event or fact have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect. (e) As to each Company, Seller shall have duly executed and delivered to Buyer (or to an Affiliate of Buyer as Buyer may elect in its sole discretion) an assignment of the Membership Interests, in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”). (f) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(a), Section 7.02(b) and Section 7.02(d) have been satisfied. (g) Seller shall have duly executed and delivered to Buyer the Stockholders Agreement and the Transition Services Agreement. (h) Seller shall have delivered to Buyer a duly executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) dated as of the Closing Date and stating that Seller is not a foreign Person within the meaning of Section 1445 of the Code, and an Internal Revenue Service Form W-9 duly executed by Seller. (i) The Company Entities shall have received (and delivered to Buyer) at least three (3) Business Days prior to the Closing Date, payoff letters from the holders of all Indebtedness for borrowed money of the Company Entities or their Affiliates (the “Payoff Letters”), in form and substance reasonably satisfactory to Buyer, that reflect the amounts required in order to pay off in full (with respect to Indebtedness for borrowed money of the Company Entities) or pay down (with respect to Indebtedness for borrowed money of Affiliates of the Company Entities) such Indebtedness outstanding as of the Closing Date to the extent necessary, in each case, to extinguish (a) any further Liability of the Company Entities for such Indebtedness and (b) all Encumbrances with respect to the assets of the Company Entities theretofore associated with such Indebtedness. Conditions to Obligations of Seller . The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) The representations and warranties relate to an earlier date (of Buyer contained in which case such representations and warranties this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such earlier date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date);, except for any such failure to be so true and correct that, individually or in the aggregate, would not reasonably be expected to prevent Buyer from consummating the transactions contemplated by this Agreement. (iib) the Company, Coinvest and Purchaser Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and agreements conditions required by this Agreement to be performed or complied with by it on or prior to or on the Closing; andClosing Date. (iiic) there Seller shall not be in effect any Order have received a certificate from Buyer, dated the Closing Date and signed by a Governmental Entity duly authorized officer of competent jurisdiction restrainingBuyer, enjoining that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (d) As to each Company, Buyer (or otherwise prohibiting an Affiliate of Buyer as Buyer may elect in its sole discretion) shall have duly executed and delivered to Seller the transactions contemplated by this Assignment and Assumption Agreement. (be) Buyer shall have duly executed and delivered to Seller the Stockholders Agreement and the Transition Services Agreement. (f) The obligation of each of Issued Shares shall have been approved for listing on the CompanyNASDAQ, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, official notice of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date); (ii) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closingissuance.

Conditions to Closing. (a) 6.1 Conditions to the Obligations of Williams GP LLC and Energy Partners The obligation obligations of Wil▇▇▇▇▇ ▇▇ ▇▇C and Energy Partners to proceed with the Seller to consummate the transactions contemplated by this Agreement is Clo▇▇▇▇ ▇▇▇▇▇▇plated hereby are subject to the fulfillment, satisfaction on or prior to the Closing, Closing Date of each all of the following conditions (conditions, any one or all more of which may be waived by the Seller in whole or in part to the extent permitted part, by applicable law):Williams GP LLC and Energy Partners: (ia) the representations The ▇▇▇▇▇▇▇▇▇▇tions and warranties of the Company, Coinvest and Purchaser set forth WES made in this Agreement and qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects at respects, as of the date hereof and as of the Closingtime of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, on and as of such earlier date); (ii) the Company, Coinvest and Purchaser . WES shall have performed and or complied in all material respects with all obligations and agreements covenants required by this Agreement to be performed or complied with by it on or prior to WES by the time of the Closing; and. WES shall have delivered to Williams GP LLC and Energy Partners a certificate, ▇▇▇▇▇ ▇▇ ▇f the Closing Date and signed by an authorized officer of WES, confirming the foregoing matters set forth in this Section 6.1(a). (iiib) there No action or proceeding before a court or other Governmental Authority shall not be in effect any Order by a Governmental Entity have been instituted or threatened challenging or seeking to restrain or prohibit the consummation of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (bc) The obligation All necessary consents of each any third Person required for the consummation of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law): (i) the representations and warranties of Seller set forth in this Agreement shall be true have been made and correct in all material respects at and 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 and correct in all material respects on and as of such earlier date);obtained. (iid) Seller shall have performed and complied in all material respects with all obligations and agreements required No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by this Agreement to be performed any Governmental Authority, or complied with by it on other legal restraint or prior to prohibition preventing the Closing; (iii) there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and (iv) the closing consummation of the transactions contemplated hereby shall be in effect. (e) Execution and delivery by all parties thereto of the Subscription Second Amendment to the Omnibus Agreement substantially in the form of Exhibit 6.1(e) hereto. (f) Delivery of a First Amendment, dated as of the Closing Date, to the Amended and Restated Agreement of Limited Partnership of Energy Partners which provides for the issuance of the New Units. (g) Williams GP LLC and Energy Partners shall have occurred or shall occur concurrently with obtained (on ▇erms satisfactory to them) the Closingthird-Person financing required to satisfy their obligations under Sections 2.2(c)(l)(A) and 2.2(d). (h) Execution and delivery of a Blending and Storage Services Agreement between WPL and Williams Terminals Holdings, L.P., on the one hand, ▇▇▇ ▇▇S, on the other.