Common use of Conditions to Obligation of the Buyer Clause in Contracts

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder governmental and third party consents and approvals in connection with the transactions contemplated by the this Agreement shall have been obtainedobtained except in each case for any approval required under the Credit Agreement and the acceptability under Section 6.2 of the Replacement Agreement of the opinion, and the counsel providing the opinion, contemplated by Section 2(d); (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, Seller certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv7(a)(i)-(iv) are is satisfied in all respects, and (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the this Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) received from US Counsel to the Seller, an opinion in a form acceptable to the form as may be attached hereto as Exhibit KBuyer, and dated as of the Closing Date covering (yx) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (zy) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants Shares to Buyer in accordance with the this Agreement; (viiivii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xviii) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to be delivered by the Seller to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction or waiver of the following further conditions: (i) The Company shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties set forth of the Company in Section 3(athis Agreement and in any certificate or other writing delivered by the Company pursuant hereto (A) above that are qualified by materiality or Material Adverse Effect shall be true at and correct as of the Closing Date as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date), and (B) that are not qualified by materiality or Material Adverse Effect shall be true in all material respects at and as of the Closing Date; Date as if made at and as of such date (ii) except to the Seller shall have performed extent expressly made as of an earlier date, in which case, as of such date), and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there the Buyer shall have received a certificate signed by the chief financial officer of the Company to the foregoing effect. (b) There shall not be instituted or pending any injunctionaction or proceeding by any governmental authority or agency, judgment, order, decree, rulingdomestic or foreign, or charge before any court or governmental authority or agency, domestic or foreign, seeking to restrain, prohibit or otherwise interfere with the ownership or operation by the Buyer of all or any material portion of the business or assets of the Company. (c) Since the date hereof, no event or condition shall have occurred that results in, or would reasonably be expected to result in, individually or in effect preventing the aggregate, a Material Adverse Effect. (d) The Company shall have delivered to Buyer a stock certificate representing the Shares, as described in Section 2.05. (e) The Approval Order and the Confirmation Order shall expressly provide: (i) that the Estates and the Company are authorized to consummate the transactions contemplated by the Agreement and to perform any other act that is necessary or appropriate for the consummation of any of the transactions contemplated by this the Agreement; , (ivii) all necessary governmental, shareholder and third party consents and approvals that the Shares shall be delivered to Buyer or its designee upon Closing; (iii) that Buyer has acted in "good faith" in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Sellerherein, as applicable, certifying (A) that each of the conditions specified provided in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s363(m) of the Seller's board Bankruptcy Code and that all conditions and terms of directors authorizing the Seller's execution, delivery and performance Section 363(f) of the Agreement Bankruptcy Code and all matters in connection with the Agreement and transactions contemplated thereby, Bankruptcy Rules that are applicable thereto have been satisfied; and (Civ) any commissions or fees due to the incumbency Company's brokers and investment bankers shall be paid out of the officer net proceeds of the Seller executing sale of the Agreement and all other documents executed and delivered in connection therewith;Shares. (vif) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if Company such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form other documents as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with Bankruptcy Court for consummation of the transactions contemplated hereby hereby. (g) The IRS Stipulation shall have been executed by all of the parties thereto, approved by the Bankruptcy Court and all certificates, opinions, instruments, and other documents required to effect delivered by the transactions contemplated hereby will be reasonably satisfactory in form and substance Company to the Buyer; andappropriate Person for submission to the Joint Committee on Taxation of the Congress of the United States. (xih) The Buyer Liens under the Post-Petition Bank Credit Agreement shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will been released (or shall be transferred released concurrently with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing) (except in connection with cash borrowings and the letters of credit referred to in Section 2.06(c)).

Conditions to Obligation of the Buyer. The obligation of the Buyer to proceed with the Closing and consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:conditions (any or all which may be waived in writing, by the Buyer): (i) the representations and warranties set forth in Section (S) 3(a) and (S) 4A above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through at and as of the ClosingClosing Date; (iii) there no action, suit, or proceeding shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Buyer to own the Company Shares and to control the Company, or (D) materially and adversely affect in any material respect the right of the Company to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv(S) are 7(a)(i)-(iii) is satisfied in all respects; provided, however, that with respect to (BS) 7 (a)(iii), Seller shall certify only as to its Actual Knowledge; (v) the resolution(s) Buyer shall have received from counsel to the Seller an opinion, addressed to the Buyer, and dated as of the SellerClosing Date containing such assumptions and qualifications as may be reasonably acceptable to the Buyer's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithlegal counsel; (vi) the relevant parties Buyer shall have entered into received the agreements resignations, effective as of the Closing, of each director and officer of the Company other than the Seller and those whom the Buyer shall have specified in writing prior to the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectClosing; (vii) the Buyer shall have received: (A) from Hungarian Counsel obtained on terms and conditions reasonably satisfactory to it and Seller all of the Seller, a legal opinion financing it reasonably needs in accordance with the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Commitment Letters in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreementhereby; (viii) the Closing Arrangements set forth Seller shall have entered into an Employment Agreement with the Company and the Buyer in Exhibit J the form of EXHIBIT A attached hereto shall have been implemented in full to (the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii"Employment Agreement'), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events Seller shall have occurred which have had or reasonably may be expected to have a Material Adverse Effectentered into the Stock Pledge Agreement with the Buyer in the form of EXHIBIT B attached hereto (the "Pledge Agreement"); (x) All actions the Seller shall have entered into a certain Shareholders' Agreement, a certain Securityholders Agreement and a certain Registration Rights Agreement which shall grant to be taken the Seller certain piggyback rights with respect to the Buyer Shares and shall provide that, to the extent any greater registration rights are ever granted to any seller of a company acquired by the Buyer, the Seller in connection with consummation shall be granted the same or equivalent registration rights (the "Registration Rights Agreement") each on terms and conditions reasonably satisfactory to it; (xi) each of the transactions contemplated hereby appropriate parties shall have executed and all certificatesdelivered the Asset Purchase Agreement, opinionsthe Assumption of Obligations - Reporters, instrumentsthe Assumption of Obligations - Looney, the Settlement Agreement - Reporters, the Long Employment Agreement, the Settlement Agreement -Looney, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyerRice Employment Agreement; and (xixii) The Buyer the ▇▇▇▇▇, Bury Acquisition shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurbeen simultaneously consummated. The Buyer may waive any condition specified in this Section 9(a(S) 7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to proceed with the Closing and consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:conditions (any or all which may be waived in writing, by the Buyer): (i) the representations and warranties set forth in Section (S) 3(a) and (S) 4A above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their his covenants hereunder in all material respects through at and as of the ClosingClosing Date; (iii) there no action, suit, or proceeding shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Buyer to own the Company Shares and to control the Company, or (D) materially and adversely affect in any material respect the right of the Company to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv(S) are 7(a)(i)-(iii) is satisfied in all respects, ; (Bv) the resolution(s) Buyer shall have received from counsel to the Seller an opinion in form and substance reasonably acceptable to both the Buyer and the Seller, addressed to the Buyer, and dated as of the SellerClosing Date containing such assumptions and qualifications as may be reasonably acceptable to the Buyer's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithlegal counsel; (vi) the relevant parties Buyer shall have entered into received the agreements resignations, effective as of the Closing, of each director and officer of the Company other than the Seller and those whom the Buyer shall have specified in writing prior to the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectClosing; (vii) the Buyer shall have received: (A) from Hungarian Counsel obtained on terms and conditions reasonably satisfactory to it and Seller all of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency financing it needs in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreementhereby; (viii) The Seller shall have entered into an Employment Agreement with the Closing Arrangements set forth Company and the Buyer in Exhibit J the form of EXHIBIT B attached hereto shall have been implemented in full to (the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii"Employment Agreement"), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events The Seller shall have occurred entered into a certain Shareholders' Agreement ("the Shareholders' Agreement") on terms and conditions reasonably satisfactory to it, and a Registration Rights Agreement which have had shall grant to the Seller certain piggyback rights with respect to the Buyer Shares and shall provide that, to the extent any greater registration rights are ever granted to any seller of a company acquired by the Buyer, the Seller shall be granted the same or reasonably may be expected to have a Material Adverse Effectequivalent registration rights (the "Registration Rights Agreement"); (x) All all Employee Benefit Plans shall have been terminated by the Seller to the extent Buyer has implemented substitute Employee Benefit Plans, and neither the Buyer nor Company shall have any further liability with respect thereto other than completion of the routine winding up thereof; (xi) ▇▇▇▇▇▇▇ ▇▇▇▇ shall have entered into a Services Agreement, a Bonus Agreement, an Assumption Agreement, and a Stock Option Agreement on terms and conditions reasonably acceptable to the Buyer; (xii) ▇▇▇▇ ▇▇▇▇ shall have entered into a Services Agreement, a Bonus Agreement, an Assumption Agreement, and a Stock Option Agreement on terms and conditions reasonably acceptable to the Buyer; (xiii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have entered into a Services Agreement a, Bonus Agreement, an Assumption Agreement, and a Stock Option Agreement on terms and conditions reasonably acceptable to the Buyer; (xiv) ▇▇▇▇▇ ▇▇▇▇▇▇ shall have entered into an Employment Agreement, a Bonus Agreement, an Assumption Agreement and a Stock Option Agreement on terms and conditions reasonably acceptable to the Buyer; (xv) the Company Distribution to ▇▇▇▇▇ shall have occurred and all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; (xvi) the Seller shall have entered into the Pledge Agreement and the Residual Stock Option Agreement with the Buyer; (xvii) the Buyer, the Company, the Seller and the Senior Lender shall have entered into a Subordination Agreement; (xviii) the Buyer, the Company, the Seller and Pecks shall have entered into a Subordination Agreement; and (xixix) The the Buyer shall have had simultaneously consummated the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the ClosingLooney Acquisition.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following conditions: (ia) the representations and warranties of the Seller set forth in Section 3(a) above this Agreement shall be true and correct in all material respects at and as of the Closing DateClosing; (iib) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiic) there shall not be any injunction, judgment, order, decree, rulingstipulation, injunction or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (ivd) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same no litigation shall be in full force and effect; pending (viii) challenging or seeking to delay the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval consummation of any government or governmental agency in order to consummate of the transactions contemplated by this Agreement, or if such notice filing(ii) asserting the illegality of or seeking to render unenforceable any material provision of this Agreement; (e) the Buyer shall have received the resignations, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor effective as of the Buyer obtained pursuant Closing Date, or evidence of removal as of the Closing, of the Incumbent Directors as directors of CompCare and each subsidary thereof, and from any other offices the Incumbent Directors hold with respect to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and CompCare or any subsidary thereof; (xf) the matters Buyer shall have received the documents set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel 2.4 required to be delivered by the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;; and (viiig) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes 6.1 by a writing so stating delivered to the Seller at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) subject to Section 5(e) hereof, the representations and warranties set forth in Section 3(a) 3 above shall be true and correct on the date hereof and on the Closing Date as though made on such date without regard to any materiality or Material Adverse Effect qualifiers, except to the extent that failures of such representations and warranties, individually or in all material respects at the aggregate, to be so true and correct do not or would not have, individually or in the aggregate, a Material Adverse Effect; provided, however that the representations and warranties contained in Sections 3.1(f) (Subsidiaries) and 3.1(h) (No Material Adverse Effect) shall be true and correct as of the date hereof and as of the Closing Date;Date as if made at and as of such date. (ii) the Seller Solo Parties shall have performed and complied with all of their pre-closing covenants hereunder under Section 5 of this Agreement in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller Solo Parties shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv7(a)(i)-(iii) are is satisfied in all respects, ; (Bv) all applicable waiting periods (and any extensions thereof) under the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or otherwise been terminated; (vi) the relevant parties Solo Parties shall have entered into executed and delivered to Buyer the agreements transitional agreement in the forms form and substance as set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and EXHIBIT F attached hereto (the “Transition Services Agreement”) and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller Solo Parties in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory shall have been taken or obtained; (viii) Buyer shall have obtained the Debt Financing described in form and substance Section 4(e) on substantially the terms as contemplated by the Debt Financing Documents, provided that any failure of the Buyer to obtain the Debt Financing is not due to the BuyerLender refusing to provide the Debt Financing because of (A) a competing offering, placement, or arrangement or any debt securities or bank financing by or on behalf of the Buyer or any affiliate thereof or (B) the failure of Buyer or any of its affiliates to subordinate management fees; (ix) the Required Consents shall have been obtained; and (xix) The the consent, if any, required for Buyer to become a party to each of the CBAs on terms no less favorable than those in effect as of the date hereof shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurbeen obtained. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) (A) the representations and warranties set forth of the Seller contained in Section Sections 3(a) above and 4 shall be true and correct in all material respects at and (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing Date; (iiexcept for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date, except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) result in Adverse Consequences constituting (in the aggregate) less than a Material Adverse Effect, and (B) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closingwith all of its covenants and agreements hereunder; (iiiii) there shall must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement; (iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period; (iv) all necessary governmentalif there has been damage, shareholder and third party consents and approvals destruction or condemnation of the type described in connection with the transactions contemplated first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Agreement shall have been obtainedSeller; (v) the Seller shall have delivered delivered, or caused to be delivered, to the Buyer certificates executed the unaudited financial statements of the Javelina Partnerships reviewed by the responsible officer or the secretary auditors of the SellerJavelina Partnerships for the period ending June 30, as applicable2005, certifying (A) that each and if Closing is after October 31, 2005, the unaudited financial statements of the conditions specified Javelina Partnerships reviewed by the auditors of the Javelina Partnerships for the calendar quarter ending September 30, 2005, all in conformance with the requirements set forth in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith5(b)(ii); (vi) the relevant parties Seller shall have entered into delivered, or caused to be delivered, to the agreements in Buyer each Transaction Agreement to which any Seller Party is a party and, to the forms set forth in (A) Exhibit G (Agreement Amending extent the Warrants)Seller has the Legal Right, (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect;any Javelina Partnership is a party. (vii) the Buyer Seller shall have received: (A) from Hungarian Counsel of the Sellerdelivered, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Dateor caused to be delivered, to the effect that (u) Buyer evidence of the Seller need not give any notice to, make any filing with, resignation or obtain any authorization, consent, or approval removal of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and officers (x) of the matters set forth in Section 3(a)(iAcquired Companies (other than the Javelina Partnerships) and the first and third sentences of Section 3(a)(ii(y) of the Agreement; and (B) from US Counsel Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller, Seller within a reasonable period of time before Closing as an opinion in the form as may officer that will be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance continuing with the Agreementapplicable Acquired Company in that capacity after the Closing; (viii) each of the Closing Arrangements set forth in Exhibit J attached hereto Commercial Agreements shall have been implemented in full to executed and delivered by each of the Buyer's satisfactionparties thereto; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;and (ix) Since the date of the this with respect to each Other Purchase Agreement, no event or events the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by simultaneously with the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurClosing. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date, except to the extent such representations and warranties speak as of a specific date and except to the extent the breaches of all the representations and warranties, if any (excluding, for this purpose, any qualifications as to materiality therein or in the Company Disclosure Schedule), in the aggregate, do not have a Material Adverse Effect; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the ClosingClosing except to the extent the breaches of all the covenants, if any (excluding for this purpose, any qualifications as to materiality therein), in the aggregate, do not have a Material Adverse Effect; (iii) there the Seller, the Division and the Division Subsidiaries shall not have procured all of the Material Consents; (iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing is reasonably likely to be successful that would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement right of the Buyer to own the Acquired Assets, to operate the former businesses of the Division, and to control the Division Subsidiaries, or (D) affect adversely the right of any of the Division Subsidiaries to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv7(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) all applicable waiting periods (and any extensions thereof) under the relevant parties ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and any applicable foreign antitrust notification shall have entered into expired or otherwise been terminated and the agreements Seller, the Division Subsidiaries, and the Buyer shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the WarrantsSection 3(c) and (CSection 4(c) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectabove; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in the form and substance as set forth in Exhibit L F attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that ; ; (uviii) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate shall and the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor Seller shall cause each of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) Division and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel Division Subsidiaries to deliver to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and Buyer a non-foreign affidavit dated as of the Closing Date (y) covering the matters set forth and in the second sentence of Section 3(a)(ii) of the Agreement form and (z) stating that no registration is substance required under the Securities Act Treasury Regulations issued pursuant to transfer Section 1445 of the Shares, Unsecured Notes or Code so that the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance is exempt from withholding any portion of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase PricePrice thereunder (the “FIRPTA Affidavit”); (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect;Proxy has been executed and delivered; and (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that there has been no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurMaterial Adverse Effect. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i1) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii2) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii3) there the Seller (with cooperation from the Buyer as set forth in Section 6) shall not have procured all of the consents specified in Schedule 7; (4) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (C) affect materially and adversely the Agreement shall have been obtainedright of the Buyer to own the Acquired Assets and operate the former business of the Seller; (v5) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv7(a)(1)-(4) are is satisfied in all respects, ; (B6) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents shall have executed and delivered in connection therewithto the Buyer all instruments and documents required to be delivered under Section 2(g)(3) above; (vi7) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be in accordance with the terms of this Agreement or otherwise reasonably satisfactory in form and substance to the Buyer; (8) The Buyer’s Affiliates shall have obtained the Buyer Affiliate Regulatory Approvals; and (xi9) The Buyer All governmental authority approvals for the HSR Act filings described in Section 6(b) shall have had been obtained, or the opportunity to conduct a reasonable investigation of applicable waiting period under the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing HSR Act shall occurhave expired or been terminated. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller and the Company shall not have procured all of the third party consents specified in Section 5(c) above, all of the title insurance commitments, and endorsements specified in Section 5(o) above, all of the surveys specified in Section 5(p) above; and all the Phase I environmental site assessments described in Section 5(q) above; (iv) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own, operate, or control the Company Shares, the Company or the Stations (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate (without qualification as to knowledge or materiality or otherwise) to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Transfer Applications shall have entered into been approved by a Final Order of the agreements in FCC and the forms Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectDisclosure Schedule; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in with respect to the form matters set forth in Exhibit L C attached hereto, addressed to the Buyer and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;and (viii) the Closing Arrangements set forth in Exhibit J attached hereto officers and directors of the Company shall have been implemented in full tendered written confirmation of their resignation of service by and for the Company and repaid or satisfied all Liabilities to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges Company and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay released the Purchase PriceCompany of all Liabilities; (ix) Since the date Seller and the Company shall have paid or obtained the release of all Liabilities of the this AgreementCompany existing at the Closing Date including, no event or events shall have occurred which have had or reasonably may be expected but not limited to, indebtedness for borrowed money and trade accounts payable and all Liabilities to have a Material Adverse EffectSeller; (x) All the Company shall have entered into the Bonus Agreements; and (xi) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(ass.3(a) and ss.4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there the Company shall not have procured all of the Required Consents, all of the title insurance commitments, policies, and riders specified in ss.5(h) above, and all of the surveys specified in ss.5(h) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement right of the Buyer to own the Shares and to control the Company, or (D) have a Material Adverse Effect upon the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller Sellers shall have delivered to the Buyer certificates a certificate, duly executed by the responsible officer or the secretary of the each Seller, as applicable, certifying (A) to the effect that each of the conditions specified above in Section 9(a)(i)-(ivss.7(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties ▇▇▇▇ ▇. Manta shall have entered into the agreements an Employment Agreement in the forms form of Exhibit E-1 attached hereto, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall have entered into an Employment Agreement in the form of Exhibit E-2 attached hereto, ▇▇▇ ▇. Manta shall have entered into an Employment Agreement in the form of Exhibit E-3 attached hereto, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have entered into an Employment Agreement in the form of Exhibit E-4 attached hereto, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall have entered into an Employment Agreement in the form of Exhibit E-5 attached hereto, ▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have entered into an Employment Agreement in the form of Exhibit E-6 attached hereto, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have entered into an Employment Agreement in the form of Exhibit E-7 attached hereto, and ▇▇▇▇▇▇ ▇. Manta shall have entered into a Consulting Agreement in the form of Exhibit L attached hereto. (vii) each of the Sellers shall have executed and delivered to the Buyer a General Release in favor of the Company in form and substance as set forth in Exhibit F attached hereto (A) Exhibit G (Agreement Amending the Warrants"General Release"), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (viiviii) each of the Sellers shall have entered into a Registration Rights Agreement with the Buyer in form and substance as set forth in Exhibit G attached hereto (the "Registration Rights Agreement"), and the same shall be in full force and effect; (ix) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Sellers an opinion in the form and substance as set forth in Exhibit L H attached hereto, addressed to the Buyer, and dated as of the Closing Date, subject to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form changes as may be attached hereto as Exhibit Kreasonably made by the legal opinion committee of counsel to Sellers, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act which changes shall be reasonably acceptable to transfer the Shares, Unsecured Notes or the Warrants counsel to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; (xi) The Company shall have terminated and obtained appropriate releases in form and substance acceptable to the Buyer in its sole and absolute discretion of the following: (1) guaranties of indemnity agreements for bonding purposes of Persons other than the Company, including, but not limited to, any and all guaranties of obligations of CUBS Construction, Inc. and Golf Corporation including, but not limited to, bond guaranties, and any and all other guaranties, (2) existing employment agreements with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇, (3) deferred compensation agreements with ▇▇▇▇ ▇. Manta, ▇▇▇▇▇▇ ▇. Manta, ▇▇▇ ▇. Manta and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (4) all security interests in and pledges of the Shares including, but not limited to, pledges of certain of the Shares to ▇▇▇▇ ▇. Manta and (5) any existing agreements by, among, or between the Sellers relating to securities of the Company, other than the Company's By-laws and Articles of Incorporation (provided that any and all transfer restrictions set forth in such By-laws and Articles of Incorporation shall have been waived by all of the Sellers and the Company prior to the Closing Date); (xii) all actions to be taken by the Seller Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to be provided by the Company and/or the Sellers in order to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; (xiii) The Sellers shall have delivered the acknowledgments of Golf Corporation and CUBS Construction required pursuant to ss.5(j)(i) hereof and the condition regarding the payment of the Seller Receivables at Closing, as referenced in ss.5(j) (i) shall have been satisfied; (xiv) The Sellers shall have delivered the Assignment Agreement regarding the lease of the warehouse located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ required pursuant to ss.5(j)(iii) hereof and the same shall be in full force and effect; (xv) The Sellers shall have delivered the ▇▇▇▇ ▇. Manta Waiver; (xvi) The Sellers shall have delivered evidence of the termination of insurance and bonding coverage of GOLF Corporation and CUBS Construction and the indemnity agreement referenced in ss.5(j)(ii); (xvii) The Sellers shall have delivered to the Buyer a certificate, duly executed by ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, to the effect that no offers of securities have been made to ▇▇. ▇▇▇▇▇▇▇▇ in the State of California; and (xixviii) The Buyer Sellers shall have had the opportunity executed and delivered to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement Buyer any and satisfy itself that no material commercial risk will be transferred with respect all documents necessary to assign to the SharesCompany (or any beneficiary designated by the Company) and to terminate all of Sellers' right, Unsecured Notes title and Warrants as a result of the dispute described therein interest in: (i) all insurance policies included in the event that Company's Most Recent Financial Statements; and (ii) any additional insurance policies identified in Exhibit 4(y)(A) to the Closing shall occurDisclosure Schedule as owned by the Company. The Buyer may waive any condition specified in this Section 9(ass.7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall have procured all of the third party consents specified in Section 4(c) above, including but not limited to those relating to transmitter and studio leases, all of the title insurance commitments (and endorsements), Surveys and environmental site assessments described in Section 4(o) above; (iv) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate (without qualification as to knowledge or materiality or otherwise) to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv5(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) each of the Assignment Applications shall have been approved by a Final Order of the FCC and the Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (vii) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Postclosing Agreement) and attached hereto and the same shall be in full force and effect; (viiviii) the relevant parties shall have entered into the Tower Lease Agreement; (ix) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in with respect to the form matters set forth in Exhibit L F attached hereto, addressed to the Buyer and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect;and (x) All all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a5(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there the Sellers and the Company shall not have procured all of the third party consents specified in Section 5(c) above, all of the title insurance commitments, and endorsements specified in Section 5(o) above, and all of the surveys specified in Section 5(p) above; and Sellers shall have assisted the Buyer in obtaining all the Phase I environmental site assessments described in Section 5(q) above; (iv) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own, operate, or control the Company Shares, the Company or the Stations (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect); (v) the Seller Sellers shall have delivered to the Buyer certificates executed by a certificate (without qualification as to knowledge or materiality or otherwise) to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the Transfer Applications shall have been approved by a Final Order of the FCC and the Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (vii) the Buyer shall have received from counsel to the Sellers an opinion with respect to the matters set forth in Exhibit D attached hereto, addressed to the Buyer and dated as of the Closing Date; (viii) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Postclosing Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date officers and directors of the this Agreement, no event or events Company shall have occurred which tendered written confirmation of their resignation of service by and for the Company and repaid or satisfied all Liabilities to the Company and all shall have had or reasonably may be expected to have a Material Adverse Effectreleased the Company of all Liabilities; (x) All the Sellers and the Company shall have paid or obtained the release of all Liabilities of the Company existing at the Closing Date including, but not limited to, indebtedness for borrowed money and trade accounts payable and all Liabilities to the Sellers, but excluding obligations not yet due and payable under long-term leases and contracts identified in Section 4(l) of the Disclosure Schedule; and (xi) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there the Sellers and the Company shall not have procured all of the third party consents specified in Section 5(c) above, all of the title insurance commitments, and endorsements specified in Section 5(o) above, and all of the surveys specified in Section 5(p) above; and Sellers shall have assisted the Buyer in obtaining all the Phase I environmental site assessments described in Section 5(q) above; (iv) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own, operate, or control the Company Shares, the Company or the Stations (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect); (v) the Seller Sellers shall have delivered to the Buyer certificates executed by a certificate (without qualification as to knowledge or materiality or otherwise) to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the Transfer Application shall have been approved by a Final Order of the FCC and the Buyer shall have received all governmental approvals, if any, required to transfer control of all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (vii) the Buyer shall have received from one or more legal counsel to the Sellers an opinion or opinions with respect to the matters set forth in Exhibits D, D-1, and D-2 attached hereto or such other form reasonably satisfactory to Buyer, addressed to the Buyer and dated as of the Closing Date; (viii) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Retainage Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date officers and directors of the this Agreement, no event or events Company shall have occurred which tendered written confirmation of their resignation of service by and for the Company and repaid or satisfied all Liabilities to the Company and all shall have had or reasonably may be expected released the Company of all Liabilities owed to have a Material Adverse Effectsuch persons; (x) All the Sellers and the Company shall have paid or obtained the release of all Liabilities of the Company existing at the Closing Date including, but not limited to, indebtedness for borrowed money and trade accounts payable and all Liabilities to the Sellers, but excluding obligations not yet due and payable under long-term leases and contracts identified in Section 4(l) of the Disclosure Schedule; and (xi) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all agreements, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory executed and delivered at Closing in form and substance reasonably satisfactory to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the ClosingClosing or otherwise elects to close without such condition having been met.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall have procured all of the third party consents specified in Section 4(c) above, which the Buyer identifies by March 31, 1997 as being material (including but not limited to all studio and transmitter site leases) and the Buyer shall have received all of the title insurance commitments, and endorsements specified in Section 4(o) above, all of the surveys specified in Section 4(p) above; and all the Phase I environmental site assessments described in Section 4(q) above; (iv) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate (without qualification as to knowledge or materiality or otherwise) to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv5(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) each of the Assignment Applications shall have been approved by a Final Order of the FCC, and the Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (vii) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Postclosing Agreement) and attached hereto and the same shall be in full force and effect; (viiviii) the Buyer shall have received: (A) received from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, counsel to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order an opinion with respect to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel Exhibit E attached hereto, addressed to the Seller, an opinion in the form as may be attached hereto as Exhibit K, Buyer and dated as of the Closing Date (y) covering the matters set forth or, in lieu thereof, opinions from Seller's corporate, FCC and local counsel which, in the second sentence aggregate, are the equivalent of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase PriceE; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a5(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) 6.1.1 this Agreement and the Merger shall have been approved by the unanimous written consent of the shareholders of Target; 6.1.2 Target and its Subsidiaries shall have procured all of the third party consents specified in Section 5.2 above; 6.1.3 the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) 6.1.4 the Seller Target shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there 6.1.5 no action, suit, or proceeding shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement right of the Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of the Target, or (D) affect adversely the right of any of the former Subsidiaries of the Target to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) 6.1.6 the Seller Target shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv) are Sections 6.1.1 through 6.1.5 is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) 6.1.7 the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Target an opinion in form and substance satisfactory addressed to the form set forth in Exhibit L attached heretoBuyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;and (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All 6.1.8 all actions to be taken by the Seller Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) 6.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the reasonable satisfaction or waiver of the following conditions: (i) 7.1.1 as of the representations date hereof and warranties set forth in Section 3(a) above shall be true and correct in all material respects at as of the Closing Date as though made on and as of the Closing Date, each of the representations and warranties of the Seller contained in this Agreement shall be true and correct, and for purpose of satisfying the obligation of Buyer to Close only, each of such representations and warranties that is not qualified as to materiality (including Material Adverse Effect) shall be true and correct except for any failure of the same to be true and correct that would not reasonably be expected to have a Material Adverse Effect with respect to the Purchased Assets, the Business, or the ability of the Seller to perform its obligations under this Agreement, as of the Closing Date as though made again on and as of the Closing Date (except for any particular representation and warranty made only as of a specified date); (ii) 7.1.2 the Seller shall have performed and complied with all of their covenants hereunder in all material respects with all of its covenants hereunder through the Closing; (iii) 7.1.3 there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) 7.1.4 the Seller shall have delivered to the Buyer certificates executed by an officer’s certificate to the responsible officer or the secretary effect that to best of the Seller, as applicable, certifying (A) that such officer’s knowledge each of the conditions specified in Section 9(a)(i)-(iv) are Sections 7.1.1 and 7.1.2 is satisfied in all respects; 7.1.5 all necessary filings and notifications under the HSR Act shall have been made, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebyincluding any required additional information or documents, and (C) the incumbency of waiting period referred to in such act applicable to the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithtransaction shall have expired or been terminated; (vi) 7.1.6 all Governmental and third party consents and authorizations, which are specified in Schedule 7.1.6, required for the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel consummation of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has Agreement shall have been gained or obtained, (v) any arbitration award in favor of ; 7.1.7 the Buyer obtained pursuant shall have received the deliveries to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) received by the matters Buyer set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement2.9.1; (viii) the Closing Arrangements set forth in Exhibit J attached hereto 7.1.8 No Material Adverse Effect shall have been implemented in full to occurred and be continuing; and 7.1.9 the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever received the Title Commitments and the Title Company shall be prepared to pay issue the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closingowner’s title insurance policies based on same.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) (A) the representations and warranties set forth of the Seller contained in Section Sections 3(a) above and 4 shall be true and correct in all material respects at and (without giving effect to any qualification as to materiality or any supplements or amendments to the Schedules made pursuant to Section 5(i)) as of the date of this Agreement and at Closing Date; (iiexcept for those that refer to a specific date, which must be true and correct (without giving effect to any qualification as to materiality or any supplements to the Schedules made pursuant to Section 5(i)) as of such date, except where all inaccuracies of such representations and warranties would (or could reasonably be expected to) result in Adverse Consequences constituting (in the aggregate) less than a Material Adverse Effect, and (B) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closingwith all of its covenants and agreements hereunder; (iiiii) there shall must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement; (iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period; (iv) all necessary governmentalif there has been damage, shareholder and third party consents and approvals destruction or condemnation of the type described in connection with the transactions contemplated first sentence of Section 5(e), the Buyer’s election to close must have been exercised and, in the case of Section 5(e)(ii)(x), agreed to by the Agreement shall have been obtainedSeller; (v) the Seller shall have delivered delivered, or caused to be delivered, to the Buyer certificates executed the unaudited financial statements of the Javelina Partnerships reviewed by the responsible officer or the secretary auditors of the SellerJavelina Partnerships for the period ending June 30, as applicable2005, certifying (A) that each and if Closing is after October 31, 2005, the unaudited financial statements of the conditions specified Javelina Partnerships reviewed by the auditors of the Javelina Partnerships for the calendar quarter ending September 30, 2005, all in conformance with the requirements set forth in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith5(b)(ii); (vi) the relevant parties Seller shall have entered into delivered, or caused to be delivered, to the agreements in Buyer each Transaction Agreement to which any Seller Party is a party and, to the forms set forth in (A) Exhibit G (Agreement Amending extent the Warrants)Seller has the Legal Right, (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectany Javelina Partnership is a party; (vii) the Buyer Seller shall have received: (A) from Hungarian Counsel of the Sellerdelivered, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Dateor caused to be delivered, to the effect that (u) Buyer evidence of the Seller need not give any notice to, make any filing with, resignation or obtain any authorization, consent, or approval removal of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and officers (x) of the matters set forth in Section 3(a)(iAcquired Companies (other than the Javelina Partnerships) and the first and third sentences of Section 3(a)(ii(y) of the Agreement; and (B) from US Counsel Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller, Seller within a reasonable period of time before Closing as an opinion in the form as may officer that will be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance continuing with the Agreementapplicable Acquired Company in that capacity after the Closing; (viii) each of the Closing Arrangements set forth in Exhibit J attached hereto Commercial Agreements shall have been implemented in full to executed and delivered by each of the Buyer's satisfactionparties thereto; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;and (ix) Since the date of the this with respect to each Other Purchase Agreement, no event or events the Closing (as defined in such Other Purchase Agreement) under such Other Purchase Agreement shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by simultaneously with the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurClosing. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there the Buyer shall have received (A) all of the third party consents specified in Section 4(d) above with respect to material contracts (which shall be identified by double asterisks in Section 2(l) of the Disclosure Schedule), including but not limited to those relating to transmitter and studio leases; (B) all of the title insurance commitments, and endorsements specified in Section 4(p) above; (C) those Surveys specified in Section 4(q) above; and (D) all the Phase I environmental site assessments described in Section 4(r) above; (iv) no action, suit, or proceeding shall be pending or threatened in writing before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) materially affect adversely the Agreement right of the Buyer to own, operate, or control the Acquired Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect); (v) the Seller Sellers shall have delivered to the Buyer certificates executed by a certificate (without qualification as to Knowledge or otherwise) to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv5(a)(i)-(iv) are is satisfied in all material respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) each of the Assignment Applications shall have been approved by a Final Order of the FCC and the Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (vii) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Post Closing Agreement) and attached hereto and the same shall be in full force and effect; (viiviii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Sellers an opinion in with respect to the form matters set forth in Exhibit L G attached hereto, addressed to the Buyer and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;and (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a5(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) the representations and warranties set forth in Section 3(a) above Article 4 shall be true and correct in all material respects at and as of the Closing Date; (iib) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiic) there shall not be any no injunction, judgment, order, decree, ruling, ruling or charge shall be in effect preventing which purports to prevent consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (vd) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified in Section 9(a)(i)-(iv7.1(a) are through 7.1(c) is satisfied in all respects, ; (Be) the resolution(sSeller shall have executed and delivered (or tendered subject to Closing) the Seller’s Closing Documents; (f) the Seller shall have delivered resolutions of the Seller's board ’s Board of directors Directors duly authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebythis Agreement, and (C) the incumbency consummation of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementhereby, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated certified as of the Closing Date (y) covering by the matters set forth Seller’s Secretary as having been duly adopted and being in full force and effect and unmodified on the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementClosing Date; (viiig) the Closing Arrangements set forth in Exhibit J attached hereto Seller shall have been implemented delivered a certificate of incumbency certified by the Seller’s Secretary verifying the office and authority of the Seller’s officer(s) and any other authorized signatory at Closing; (h) the Seller shall have delivered a legal opinion of Arent Fox LLP addressed to the Buyer and dated the Closing Date, in full customary form for transactions of this type and reasonably acceptable to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;and (ixi) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) 7.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall not have procured all of the third party consents specified in Section 5(b) above and the deliveries as set forth in Section 2(e) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator, wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely and materially the Agreement shall have been obtainedright of the Buyer to own the Acquired Assets and to operate the former businesses of the Seller; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary receipt of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing audited Financial Statements for the Seller's executionyear ended July 31, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith2001; (vi) the relevant parties Seller and the Buyer shall have entered into the agreements received all authorizations, consents, and approvals of governments and governmental agencies, if any, referred to in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the WarrantsSection 3(c) and (CSection 4(c) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectabove; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; (viii) preliminary due diligence shall have been completed to the satisfaction of Buyer not later than October 22, 2001 and no material adverse due diligence has been discovered by Buyer prior to the Closing; (ix) compliance with miscellaneous covenants in Paragraph 9 and elsewhere in this Agreement; (x) compliance with the various money obligations including Promissory Notes, as set forth previously in this Agreement; and (xi) The receipt by Buyer shall have had the opportunity of all schedules and exhibits to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement agreement on or before October 14, 2001 and satisfy itself that no approval thereof by Buyer not later than October 22, 2001 with final schedules and exhibits without material commercial risk will be transferred with respect changes received by Buyer prior to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurClosing. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: : (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval and there shall be no dissenting Target Shares; (ii) the Target shall have procured all of the third party consents specified in ss.5(b) above, if any; (iii) the representations and warranties set forth in Section 3(a) ss.3 above shall be true and correct in all material respects at and as of the Closing Date; ; (iiiv) the Seller Target shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; ; (iiiv) there shall not be any injunction, judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; ; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (vvi) the Seller Target shall have delivered to the Buyer certificates executed by a certificate of affidavit to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivss.6(a)(i)-(v) are is satisfied in all material respects; (vii) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval, and Buyer shall have complied, in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebySecurities Act, the Securities Exchange Act, and applicable Nevada Law; (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements viii)the Buyer Shares that will be issued in the forms set forth in (A) Exhibit G (Agreement Amending Merger to the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same existing Target shareholders shall be in full force and effect; validly issued under law, fully paid, non-assessable "restricted shares" as that term is defined under the Securities Act; (viiix) that the Buyer shall have received: has presented to Target a fully signed and executed Option Agreement between the Buyer's President (AKirk J. Girrbach) from Hungarian Counsel ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to Kirk J. Girrbach 100,▇▇▇ ▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇y tradable stock of the SellerBuyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a legal opinion two year period, in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and exchange for consulting services; (x) that the matters set forth in Section 3(a)(iBuyer has presented to Target a fully signed and executed Option Agreement between the Buyer's Executive Vice President (Gene Farmer) and the first Buyer requiring ▇▇▇▇▇▇▇▇ ▇o Gene Farmer 100,000 non-diluting sh▇▇▇▇ ▇▇ ▇▇▇ely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (xi) that the Buyer has presented to Target a fully signed and third sentences executed Option Agreement between the Douglas A. Stepelton and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ring issuance to Douglas A. Stepelton 100,000 ▇▇▇-▇▇▇▇▇▇ng shares of Section 3(a)(ii) freely tradable stock of the AgreementBuyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; and (Bxii) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and. (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(aa) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions contemplated hereby is subject to the satisfaction of the following further conditions: (a) The Seller shall have performed all of its obligations hereunder required to be performed by it in connection with on or prior to the Closing is subject to satisfaction of the following conditions:Date in all material respects; (ib) the The representations and warranties set forth of the Seller contained in Section 3(athis Agreement (1) above that are qualified by materiality or Material Adverse Effect shall be true at and correct as of the Closing Date as if made at and as of such date, and (2) that are not qualified by materiality or Material Adverse Effect shall be true in all material respects at and as of the Closing DateDate as if made at and as of such time; (iic) the Seller The Buyer shall have performed received all documents required to be delivered pursuant to Section 2.02(a) and complied with Section 2.06 and the irrevocable instructions to the Trustee set forth in Section 2.03, all of their covenants hereunder duly executed and in all material respects through form and substance reasonably satisfactory to the ClosingBuyer; (iiid) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the The Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the SellerCompany, as applicable, certifying (A) that each shall have received the consents, authorizations or approvals from the trustee and/or the holders of the conditions specified debentures of Ormat Technologies and the Governmental Authorities, banks or other financial institution which are set forth on Schedule 6.01(d), in Section 9(a)(i)-(iv) are satisfied each case in all respects, (B) form and substance reasonably satisfactory to the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebyBuyer, and no such consent, authorization or approval shall have been revoked; (Ce) the incumbency of the officer of the Seller executing the Agreement and all other documents Bank Hapoalim shall have executed and delivered in connection therewiththe letter attached hereto as Schedule 6.01(e) (the "Bank Hapoalim Letter"); (vif) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectIntentionally deleted; (viig) the Buyer No order, stay, decree, judgment or injunction shall have received: (A) from Hungarian Counsel been entered, issued or enforced by any court of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate competent jurisdiction prohibiting the transactions contemplated by this Agreement, or if and no action shall have been taken by any Governmental Authority that makes the consummation of any of such notice filing, authorization, consent or approval is needed, it has been gained or obtained, transactions illegal; (vh) any arbitration award in favor of Bank Hapoalim shall have consummated all the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters transactions set forth in the second sentence of Section 3(a)(ii) of the Agreement Bank Hapoalim Letter and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer Bank Loan in accordance with the Agreementtherewith; (viiii) The price per Company share as recorded on the TASE on the each of the five trading days prior to Closing Arrangements set forth in Exhibit J attached hereto shall not be lower than NIS 14.30; (j) There shall have been implemented in full no Material Adverse Effect between the date hereof and the Closing, the effect of which on the Company's value has not been fully cured prior to the Closing Date. (k) The Buyer and the Company shall have obtained the approval of the Israeli Restrictive Trade Practices Authority, which shall not include, based on the Buyer's satisfactionsole discretion, any burdensome terms or conditions applicable to any entity controlled by the Buyer or the Fund or any of their Affiliates. (l) The GM shall have approved and ratified all of the following issues: (1) the amendment of the Company's Articles of Association such that, as of the Closing, the maximum number of members of the Company's board of directors (the "Board") shall be increased to ten (10); (2) the appointment, effective as of and subject to the Closing, of four (4) members designated by the Buyer, which together with the four (4) members designated by the Seller, shall constitute the full Board, excluding the External Directors; and (3) the execution of indemnification agreements, in favor of each of the directors and officers of the Company, including those designated by the Buyer, effective as of immediately after the Closing Date; (4) the approval of run-off insurance to the current directors and officers of the Company for a period of seven years following the Closing, to the extent required; (5) the appointment, effective as of the Closing, of one External Director designated by the Buyer, which together with the other directors designated by the Buyer shall constitute 50% of the members of the Board (including the External Directors); provided however that in the event that any of 1, 2, or 5 shall not have been approved, the Seller shall cause directors appointed on its behalf to resign, such that the total number of directors appointed by the Buyer shall constitute 50% of the members of the Board, (including the External Directors), and (6) the purchase by the Company of all of the Company Ordinary Shares held by Solmat pursuant to which such shares shall become dormant on or before the Closing; and (m) Seller's holdings (individually or together with others, including for the avoidance of doubt Seller acknowledges and agrees that unless and until doubt, the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken 200 Company Ordinary Shares held directly by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xiSeller’s shareholders) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or immediately prior to the ClosingClosing Date shall not be higher than 39,933,983 Company Ordinary Shares (i.e., 34.27% of the Company's issued share capital on a Fully Diluted Basis). (n) The Seller shall have delivered the Shareholders Rights Agreement duly executed by it.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Buyer of the following conditions: (ia) the The representations and warranties of the Sellers set forth in Section 3(a) above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date;Date (except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Buyer will have received a certificate signed by the Sellers to such effect. (iib) Each of the Seller Sellers and the Company will have performed all of the covenants required to be performed by it under this Agreement at or prior to the Closing, except where the failure to perform does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the ability of each of the Sellers and the Company to consummate the Acquisition or perform its other obligations hereunder. The Buyer will have received a certificate signed by the Sellers to such effect. (c) The Buyer shall have performed completed its business, accounting and complied with all legal due diligence review of their covenants hereunder in all material respects through the Closing;Company and the Business, its assets and liabilities, and the results thereof shall be reasonably satisfactory to the Buyer. (iiid) there There shall not be have been any injunctionoccurrence, judgmentevent, orderincident, decreeaction, rulingfailure to act, or charge in effect preventing consummation of any transaction since the date of the transactions contemplated by this Agreement;Interim Financial Statements which has had or is reasonably likely to cause a Material Adverse Effect. (ive) All applicable waiting periods (and any extensions thereof) will have expired or otherwise been terminated, and the parties hereto will have received all necessary governmentalother authorizations, shareholder and third party consents and approvals of all Governmental Entities in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the this Agreement and all matters in connection with the Agreement and transactions contemplated therebyhereby. (f) No temporary, preliminary or permanent restraining Order preventing the consummation of the Acquisition will be in effect. (g) Each party, as appropriate, shall have obtained any required consents, permits, licenses, approvals or notifications of any lenders, lessors, suppliers, customers or other third parties for which the Buyer will assume responsibility for properly completing any and all necessary forms required when applying for and securing any necessary transfers. (h) The Sellers shall have obtained releases of any liens, charges or encumbrances against any of the assets of the Company, at the Sellers’ expense. (i) The Buyer shall have received such pay-off letters and releases relating to the indebtedness as it shall have requested, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same such pay-off letters shall be in full force form and effect;substance satisfactory to it. (viij) the The Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Sellers an opinion in form and substance reasonably satisfactory to the form set forth in Exhibit L attached heretoBuyer, addressed to the Buyer and dated as of the Closing Date, . (k) The Company shall have delivered evidence reasonably satisfactory to the effect that Buyer of the Company’s corporate organization and proceedings and its existence in the jurisdiction in which it is incorporated, including evidence of such existence as of the Closing. (ul) The Buyer shall have obtained on terms and conditions satisfactory to it all of the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency financing it needs in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor hereby and fund the working capital requirements of the Company after the Closing. (m) The Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) shall have entered into an employment agreement with each of the Agreement; Sellers. The employment agreements will contain such material terms and (B) from US Counsel to the Seller, an opinion in the form conditions as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J D attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated incorporated herein by this Section 9(a)(viii)reference, Buyer shall have no obligation whatsoever to pay together with any other terms and conditions as may be mutually agreed by the Purchase Price;Parties. (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xn) All actions to be taken by the Seller Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 2 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their his covenants hereunder in all material respects through the Closing; (iii) there the Seller and the Company shall not have procured all of the third party consents specified in Section 5(c) above, the Buyer shall have received all of the title insurance commitments, and endorsements and title opinions specified in Section 5(o) above, all of the surveys specified in Section 5(p) above; and all the Phase I environmental site assessments described in Section 5(q) above; (iv) no action, suit, or proceeding shall be pending or threatened before any injunctioncourt or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own, operate, or control the Company Shares, the Company or the Stations (and no such judgment, order, decree, stipulation, injunction, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate (without qualification as to knowledge or materiality or otherwise) to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Transfer Applications shall have entered into been approved by a Final Order of the agreements in FCC and the forms Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectDisclosure Schedule; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in with respect to the form matters set forth in Exhibit L C attached hereto, addressed to the Buyer and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) subject to Section 7(b), the Closing Arrangements set forth in Exhibit J attached hereto officers and directors of the Company shall have been implemented in full tendered written confirmation of their resignation of service by and for the Company and repaid or satisfied all Liabilities owed by them to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges Company and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer all shall have no obligation whatsoever released the Company of all Liabilities owed to pay them by the Purchase Price;Company; and (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to purchase the Purchased Membership Interests and to consummate the transactions to be performed by it in connection with the Closing with respect to any and all of the Sellers, regardless of which Seller or Sellers may be responsible for the failure of any condition herein, is subject to satisfaction of each of the following conditions: (a) Buyer shall have completed its due diligence review of Val-E and the Purchase Transaction to Buyer’s satisfaction, such due diligence review to include, without limitation, the following: (i) The satisfactory review and verification by Buyer of all business and accounting records and financial statements of Val-E; (ii) Identification and inspection of all development agreements, option agreements, permits, applications, letters of intent, grants, incentive packages or payments in Nebraska and contracts of Val-E, including all material contracts relating to the construction of the Val-E ethanol plant in Ord, Nebraska and verification that all such contracts and relationships will survive the completion of the Purchase Transaction; (iii) Satisfactory completion of a due diligence review by Buyer of Val-E’s assets, liabilities and prospects, including state incentive packages; and (iv) Determination that the transactions contemplated herein comply with all applicable laws and regulations. (b) Each of the representations and warranties of each of the Sellers set forth in Section 3(a) 2.1 above shall be true and correct in all material respects at and as of the Closing Date;. (iic) Each of the Seller Sellers shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing;. (iiid) The closing of the PVFE Transaction shall have been completed. (e) Buyer shall be satisfied, in its sole discretion, that there has been no material adverse change in Val-E’s business, financial condition, operations or prospects. (f) Val-E shall have procured all of the third party consents specified in Section 3.3 above. (g) All necessary governmental approvals for the Purchase Transaction shall have been received and all required waiting periods shall have expired or terminated. (h) The Board of Directors of Val-E shall have approved the transfer of the Purchased Membership Interests to Buyer and shall have consented in writing thereto, the transfer otherwise shall constitute a “permitted transfer” or “recognized transfer” under the Operating Agreement, Val-E shall have admitted Buyer as a Member of Val-E, and Val-E shall recognize the transfer of the Purchased Membership Interests on its books and records as of the Closing Date. (i) Val-E shall not have made any Distribution to the Members nor established a record date of Members entitled to any Distribution. (j) The members of V-85, LLC and Husker Ag, L.L.C., respectively, shall have given the necessary approvals to this Agreement, the Purchase Transaction and the other transactions contemplated by this Agreement on or prior to April 26, 2006. (k) Each Seller shall complete the Purchase Transaction at the Closing with respect such Seller’s Purchased Membership Interest, with the result that, together with the completion of the PVFE Transaction, Buyer shall, directly or indirectly, hold 100% of the Membership Interests of Val-E. (l) No action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge in effect preventing would (i) prevent consummation of any of the transactions contemplated by this Agreement; Agreement or (ivii) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall have been obtained;be in effect). (vm) the Each Seller shall have delivered to Buyer a certificate to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified in paragraphs (b) and (c) of this Section 9(a)(i)-(iv) are 5.1 is satisfied in all respects, and that, to the knowledge of such Seller, each of the conditions specified in paragraph (B) the resolution(sl) of this Section 5.1 is satisfied in all respects to the extent applicable to such Seller's board . (n) Each Seller shall have delivered a withdrawal form reasonably acceptable to Buyer in form and content indicating that such Seller has withdrawn from Val-E and is no longer a member of directors authorizing Val-E. (o) Each Seller shall cause each person it has appointed to the Seller's execution, delivery and performance of Val-E Board to resign from the Agreement and all matters in connection with the Agreement and transactions contemplated therebyVal-E Board as a Manager, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same such resignations shall be in full force form and effect;content reasonably acceptable to Buyer. (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xp) All actions to be taken by each of the Seller Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) 5.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth of the Seller contained in Section 3(a) above shall this Agreement, including Article 4, must be true and correct in all material respects at and (without giving effect to any supplement to the Schedules or any qualification as to materiality, monetary amount, value or concepts of similar import) as of the date of this Agreement and at Closing Date(except for those which refer to a specific date, which must be true and correct as of such date), except to the extent such inaccuracies, violations or breaches would not, or could not reasonably be expected to, result in a Seller Material Adverse Effect; (ii) the Seller shall must have performed and complied with all of their covenants hereunder in all material respects with its covenants hereunder through the Closing; (iii) the Seller must have timely delivered all items required to be delivered at Closing pursuant to Section 2(d); (iv) there shall must not be any injunction, judgment, order, decree, ruling, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions contemplated by the Agreement shall have been obtainedthis Agreement; (v) the Seller shall must have delivered obtained all consents and waivers set forth on Schedule 7(a)(v) (collectively, the “Seller Required Consents”), in form reasonably acceptable to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithBuyer; (vi) the relevant parties Business shall not have entered into experienced any damage, loss, destruction, condemnation, forfeiture or seizure of the agreements type described in Section 5(e) in an aggregate Damage Amount in excess of the forms set forth in (Aamount for which such Section 5(e) Exhibit G (Agreement Amending permits the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectBuyer to elect to not close; (vii) the Buyer Poseidon Waiver Letter shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion remain in the form set forth in Exhibit L attached hereto, full force and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;its terms and shall not be terminated; and (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt no Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events Material Adverse Effect shall have occurred which have had or reasonably may and be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurcontinuing. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material Material respects at and as of the Closing Date; (ii) the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material Material respects through the Closing; (iii) there Sigma6 will have procured all third party consents and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any Filing required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act; (iv) no action, suit, or proceeding shall not be pending or threatened before any injunctioncourt or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyer to own, operate, or control Sigma6 Shares or Sigma6 (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) The Sellers and Sigma6 shall have delivered to the Buyer a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; (vi) the acquisition by the Buyer of Sigma6 Shares shall represent one hundred percent (100%) of the issued and outstanding capital stock of Sigma6 and all of such Sigma6 Shares shall be free and clear of any Security Interests or other liens, claims or encumbrances of any nature whatsoever; (vii) the Sellers shall have purchased any personal use assets (e.g., automobiles) from Sigma6 at a purchase price equal to the greater of (A) the net book value of such assets as of the Closing or (B) the outstanding indebtedness (including, without limitation all Funded Indebtedness) secured by such assets; provided, however, that personal use assets under this paragraph shall not include cellular telephones or pagers purchased by Sigma6 for use by its officers and employees; (viii) the Buyer shall have received from Sellers an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (ix) the Buyer shall have received from each Seller an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (x) the Buyer and Sigma6 shall have received from each of the Key Employees listed on Annex IV (the "Key Employees") an executed employment agreement in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall deliver employment agreements in the form of Exhibit E; (xi) the Buyer shall have received from each Seller an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xii) the Buyer shall have received the resignations, effective as of the Closing, of each director of Sigma6 prior to the Closing and the termination in full without liability of any consulting or management agreements with Columbia Capital or its Affiliates; (xiii) the Buyer shall be satisfied that the Net Worth of Sigma6 as of the Closing Date equaled or exceeded $200,000 or an appropriate adjustment shall have been made to the Purchase Price as provided in Section 2(j); (xiv) the Buyer shall be satisfied that the Net Service Revenues of Sigma6 during the fiscal year ending December 31, 1997 equaled or exceeded $1,400,000 and during the twelve month period ended on the Stub Period End (such period being referred to as the "Interim Period") equaled or exceeded $1,600,000; (xv) the Buyer shall be satisfied that the Adjusted EBITDA of Sigma6 (A) during the fiscal year ended December 31, 1997 equaled or exceeded $300,000 or 21% of Net Service Revenues for such fiscal year, and (B) during the Interim Period equaled or exceeded $0; (xvi) the Buyer shall be satisfied in its sole discretion with the results of its continuing legal, financial and business due diligence investigations of Sigma6, all of which shall be final and completed to Buyer's satisfaction prior to Closing; (xvii) no Material adverse change shall have occurred in Sigma6's Business or its future prospects; (xviii) Sellers shall have caused Sigma6 to cancel each outstanding phantom stock, deferred bonus or option plan, if any, and all outstanding Sigma6 Options shall have been canceled pursuant to the Option Cancellation Agreement in the form of Exhibit H hereto (individually, a "Option Cancellation Agreement" and collectively the "Option Cancellation Agreements"), and the cost of such cancellation, if any, shall be borne by Sellers or if such cost is borne by Sigma6, such amount will reduce the Cash Portion of the Purchase Price pursuant to Section 2(h); (xix) Sellers shall have caused each party receiving Buyer's Shares under this Agreement to execute an Equity Subscription Agreement in the form of Exhibit D hereto; (xx) all liens and Security Interests securing debts of Sigma6 which have been paid in full prior to or at the Closing shall have been fully released of record to the reasonable satisfaction of the Buyer and all Uniform Commercial Code financing statements covering such debts shall have been terminated; (xxi) no unsatisfied liens for the failure to pay Taxes of any nature whatsoever shall exist against Sigma6, or against or in any way affecting any Sigma6 Share; (xxii) the Sellers shall and Sigma6 shall have caused all of Sigma6's stockholders, officers, directors and/or employees to, have repaid in full all debts and other obligations, if any, owed to Sigma6, and the Sellers shall have caused all Funded Indebtedness to be paid off prior to the Closing Date; (xxiii) the Buyer shall have received from Sigma6 the Financial Statements; (xxiv) all appropriate corporate and shareholder authorizations of Sigma6 shall have been obtained; (vxxv) the Seller since December 31, 1997, Sigma6 shall have delivered made no dividend, consulting or other payment to the Buyer certificates executed by the responsible officer or the secretary of the SellerSellers, except as applicable, certifying (A) that each of the conditions specified in set forth on Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s4(m) of the Seller's board of directors authorizing the Seller's execution, delivery Disclosure Schedule and performance bonuses as set forth on Section 4(m) of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithDisclosure Schedule; (vixxvi) except as set forth on the relevant parties Disclosure Schedule, since December 31, 1997, Sigma6 shall not have entered into the agreements transferred, conveyed, disposed of and/or sold any of its Material assets, except in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectOrdinary Course of Business; (viixxvii) the Buyer shall have received: all Intellectual Property created or developed by any Seller and any other current employee of Sigma6 that has been used historically by Sigma6 or is being used currently by Sigma6 (A) from Hungarian Counsel of the Seller, other than "work for hire" which has been developed by Sigma6 for a legal opinion customer and continues to be used by Sigma6 in the form set forth in Exhibit L attached hereto, and dated performance of continuing services for that customer) shall be one hundred percent (100%) owned by Sigma6 as of the Closing Date, to the effect that ; (uxxviii) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate Buyer and Newco shall have received from the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid Sellers and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, Sigma6 an opinion of counsel in the form as may be attached hereto and substance set forth as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyerG hereto; and (xixxix) The Buyer at least ninety-five percent (95%) of all shareholders of Sigma6 shall have had the opportunity agreed to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein participate in the event that the Closing shall occurMerger without any dissenter's rights exercised. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) §3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall not have procured all of the third party consents specified in §5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement shall have been obtained;right of the Buyer to own the Acquired Assets, to operate the former businesses of the Business. (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv§7(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Buyer and the Seller, and the Buyer and Seller’s wholly-owned subsidiary shall have entered into those certain Reseller Agreements which shall become effective simultaneously with the agreements Closing in substantially the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and form attached hereto as Exhibits C-1 and C-2 (the same shall be in full force and effect“Reseller Agreements”); (vii) the Buyer and the Seller’s wholly owned subsidiary shall have received: (A) from Hungarian Counsel of entered into that certain Teleconferencing Reseller Service Agreement which shall become effective simultaneously with the Seller, a legal opinion Closing in substantially the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of D (the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the “Teleconferencing Reseller Agreement”); (viii) the Buyer and certain key members of the Sellers management to be identified during the Buyers due diligence, and agreed to by Seller, shall have entered into Non-Competition and Non-Solicitation Agreements which shall become effective simultaneously with the Closing Arrangements set forth in Exhibit J substantially the form attached hereto shall have been implemented in full to as Exhibit E (the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii“Non-Compete Agreement”), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date Buyer shall have entered into employee or consulting arrangements with certain key employees of the this AgreementSeller relating to the Business to be identified during the Buyers due diligence, no event or events shall have occurred which have had or reasonably may be expected and agreed to have a Material Adverse Effectby Seller; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer, including but not limited to the Seller providing the Buyer satisfactory written documentation regarding the full and complete release of any claims, liens, or any other type of security interest regarding the Acquired Assets; (xi) to the extent the Buyer has not entered into a separate lease agreement with any of the landlords of the Leased Real Property effective as of the Closing Date, the Seller shall have obtained and delivered to the Buyer a written consent for the assignment of each of the Leases (excepting any Leased Real Property located at 50 ▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, NY 10013) a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease, in substantially the form attached hereto as Exhibit F-1 (the “Consent and Assignment of Lease”); (xii) to the extent the Buyer has not entered into a separate lease agreement with any of the landlords of the Leased Real Property effective as of the Closing Date, the Seller shall have obtained and delivered to the Buyer an estoppel certificate with respect to each of the Leases (excepting any Leased Real Property located at 50 ▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, NY 10013), dated no more than 30 days prior to the Closing Date, from the other party to such Lease, in substantially the form attached hereto as Exhibit F-2 (the “Landlord Estoppel Certificate”); (xiii) to the extent the Buyer has not entered into a separate lease agreement with any of the landlords of the Leased Real Property effective as of the Closing Date, the Seller shall have used its best efforts to obtain and deliver to the Buyer a non-disturbance agreement with respect to each of the Leases (excepting any Leased Real Property located at 50 ▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, NY 10013) from each lender encumbering any real property underlying the Leased Real Property for such Lease, in substantially the form attached hereto as Exhibit F-3 (the “Subordination, Non-Disturbance and Attornment Agreement”); (xiv) the Buyer and the Seller shall have entered into that certain URL Assignment and Consent Agreement which shall become effective simultaneously with the Closing in substantially the form attached hereto as Exhibit G (the “URL Agreement”); and (xixv) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred damage or destruction or other change has occurred with respect to the Shares, Unsecured Notes and Warrants as a result any of the dispute described therein Real Property or any portion thereof that, individually or in the event that aggregate, would have a material adverse effect on the Closing shall occuruse or occupancy of the Real Property or the operation of the Business as currently conducted thereon. The Buyer may waive any condition specified in this Section 9(a§7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (iA) the representations and warranties set forth in Section 3(a) above section 3 shall be true and correct in all material respects at and as of the Closing Date; (iiB) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiiC) there Seller shall not have procured all of the third party consents and timely provided the notices specified in section 5.2 above; (D) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would: (1) prevent consummation of any of the transactions contemplated by this Agreement; , (iv2) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (3) if true, make any of the Agreement shall have been obtainedrepresentations or warranties set forth in section 3, not true or not correct; or (4) affect adversely the right of the Buyer to own the Equipment or utilize any part of the Equipment in Buyer’s business; (vE) the Seller Seller’s President shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified in Section 9(a)(i)-(ivthis sections (A) through (D) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith;; and (viF) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) section 7.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by the Buyer) on and as of the Closing Date of each of the following conditions: (a) (i) Each of GP, Newco and the Company shall have performed and satisfied in all material respects each of its agreements and obligations set forth in this Agreement required to be performed and satisfied by each of them on or prior to the Closing Date; (ii) the representations and warranties set forth of GP contained in Section 3(athis Agreement that (A) above are not qualified by materiality, Material Adverse Effect or dollar thresholds shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, as if made at and as of such date and (B) are qualified by materiality, Material Adverse Effect or dollar thresholds shall be true and correct in all respects as of the Closing Date, as if made at and as of such date, except in each case of (A) and (B) that those representations and warranties which are made as of a specific date or only with respect to a specific period of time shall be true and correct in all material respects or true and correct in all respects, as applicable, only as of such date or with respect to such time period; and (iii) the Buyer shall have received a certificate signed by an authorized officer of each of GP, Newco and the Company to the effect that foregoing effect. (ub) The waiting period applicable to the Seller need not give any notice topurchase and sale of the Newco Shares under the Antitrust Laws shall have been terminated or shall have expired and all Consents and third party consents set forth on Schedule 8.1(b) shall have been obtained or made. (c) No temporary restraining order, make any filing withpreliminary or permanent injunction, cease and desist order or other legal restraint or prohibition preventing the purchase and sale contemplated hereby or the consummation of the transactions to be effected by the Buyer at the Closing shall be in effect, and no actions, suits, proceedings, orders, investigations or claims seeking to prevent the purchase and sale contemplated hereby or the consummation of the transactions to be effected by the Buyer shall be pending or threatened in writing. (d) The Company shall have entered into the Senior Credit Facility, shall have drawn the amounts necessary to fund the Closing Contribution Cash Consideration and the payment of the fees and expenses pursuant to Section 7.5, and the Closing Contribution Cash Consideration shall have been distributed to GP. (e) The transactions contemplated by the Reorganization shall have been consummated. (f) There shall have occurred no Material Adverse Change since December 29, 2001 except to the extent (i) set forth on Schedule 4.17, (ii) specifically reflected on the Latest Balance Sheet, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions (iii) specifically contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;. (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xig) The Buyer shall have had the opportunity received those items to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) be delivered to it pursuant to Article III of this Agreement. (h) Newco shall have adopted the Restated Charter. (i) The Stockholders Agreement shall have been executed and satisfy itself that no material commercial risk will be transferred with respect to delivered by each of GP, Newco and the SharesBuyer. (j) The Registration Agreement shall have been executed and delivered by each of GP, Unsecured Notes Newco and Warrants as a result the Buyer. (k) The Transition Services Agreement shall have been executed and delivered by each of GP and the dispute described therein in Company. (l) The Secured Liquidity Facility shall have been executed and delivered by each of GP and the event that Company. (m) The Human Resources Agreement shall have been executed and delivered by each of GP, Newco and the Closing Company. (n) The IT Support Services Agreement shall occur. have been executed and delivered by each of GP and the Company. (o) The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to shall have received the ClosingReal Estate Deliveries.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) the The representations and warranties set forth in Section 3(a) 3 and Section 4 above shall be true true, correct and correct complete in all material respects at and as of the Closing DateDate (and any representation or warranty that is qualified as to materiality in Sections 3 or 4 shall be deemed to be without such qualification for purposes of the foregoing); (iib) the The Seller shall have performed and complied with all of their the Seller's covenants hereunder in all material respects through the Closing; (iiic) there The Company shall not have procured all of the third party authorizations, approvals and consents referred to in Section 4.3 above; (d) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (i) prevent consummation of any of the transactions contemplated by this Agreement; ; (ivii) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (iii) affect adversely following consummation of the Agreement right of the Buyer to own stock in the Merger Subsidiary and to control the Company; or (iv) materially and adversely affect the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (ve) the The Seller shall have delivered to the Buyer certificates executed by a Seller's Certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv7.1(a)-(d) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithis satisfied; (vif) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) Shareholders of the Buyer shall have received: approved by the requisite majority vote (A) from Hungarian Counsel as required by the Bylaws of the SellerBuyer, a legal opinion in Delaware corporate law and the form set forth in Exhibit L attached heretorules of any applicable securities exchanges) the Merger and the issuance of the Buyer's Stock at the Shareholder Meeting as provided herein; (g) The Seller shall have delivered to the Buyer the resignations of all directors and officers of the Company, and dated all to be effective as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementClosing; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xh) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to counsel to the Buyer; (i) There shall have been delivered to the Buyer an opinion of counsel to the Seller, dated the Closing Date, in substantially the form of Exhibit 2.2(f) hereof; (j) The Seller shall deliver to the Buyer all stock record books, minute books and corporate seals, if any, of the Company; (k) The Company shall have executed and delivered to the Buyer the Articles of Merger in substantially the form of Exhibit 2.2(g) hereof; (l) The Seller shall have executed and delivered to the Buyer the Employment Agreement and the Noncompetition Agreement in substantially the forms of Exhibit 2.2(h) hereof; (m) There shall have been no material damage, dilution, diminution, or destruction to any of the Company's assets, properties or businesses, or any material adverse change affecting the assets, properties, business or condition, financial or otherwise, of the Company; and (xin) The Buyer Seller shall have had executed and delivered such other instruments and agreements as have been reasonably requested by the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurBuyer. The Buyer may waive any condition specified in this Section 9(a) 7.1, if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the Target shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (iiiv) the Seller Target shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiiv) there no action, suit, or proceeding shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Surviving Corporation to own the former assets and to operate the former businesses of the Target, (D) affect adversely the right of the Target to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); or (E) there shall not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (vvi) the Seller Target shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(v) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) this Agreement and the Buyer Merger shall have received: (A) from Hungarian Counsel of received the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Requisite Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementShareholder Approval; (viii) the Closing Arrangements set forth in Exhibit J attached hereto Registration Statement shall have been implemented in full to become effective under the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase PriceSecurities Act; (ix) Since the date of Buyer Shares that will be issued in the this Agreement, no event or events Merger shall have occurred which have had or reasonably may be expected to have a Material Adverse Effectbeen approved for listing on the electronic Bulletin Board; (x) All all actions to be taken by the Seller Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditionsshall be absolute and unconditional, provided: (i) the representations and warranties of Shareholders and the Company set forth in Section 3(a) above herein shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Company and the Shareholders shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Company and Shareholders shall not have given all notices and procured all of the material third Person consents and approvals specified herein; (iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein, by reason of any action or failure to act of the Company or the Shareholders, an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement shall have been obtainedright of the Buyer to own the Purchased Assets or to operate the any business included as part of the Purchased Assets; (v) the Seller Shareholders and the Company shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in this ARTICLE IV, Section 9(a)(i)-(iv1 (i)-(iv) are have been satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Board of Directors of Parent shall have entered into approved the agreements transactions described in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase this Agreement) and attached hereto and the same shall be in full force and effect;; and (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller Shareholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be hereby, including, but not limited to, those matters identified in Article V, Section 2 are reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this ARTICLE IV, Section 9(a) 1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) the The representations and warranties set forth in Section 3(a) Article 3 above that are qualified as to materiality shall be true and correct in all respects and any such representations and warranties that are not so qualified shall be true and correct in all material respects respects, in each case at and as of the Closing Date as if made on the Closing Date;, except for representations and warranties which speak as of a specific date or time other than the Closing Date which need only be true as of such date or time. (iib) The Parent and each of the Seller Sellers shall have performed and complied with all of their its covenants hereunder in all material respects through to be performed on or prior to the Closing;. (iiic) there The Parent and each of the Sellers shall have procured all third party consents specified in Section 5.2 above or otherwise needed to permit the transfer and/or novation of the Assumed Contracts. (d) The Parties shall have procured with finality all Governmental Authorizations necessary or appropriate for the consummation of the transactions contemplated by the Operative Documents. All notification filings required to be made under the HSR Act shall have been made, all applicable waiting periods thereunder shall have expired or been terminated without any request from any appropriate Governmental Body for additional information or, if additional information has been requested, all applicable extended waiting periods shall have expired; provided, however, that the Buyer may not rely on the condition set forth in this Section 7.1(d) if the failure to obtain the requisite approvals or clearances under the HSR Act is a result of the Buyer's failure to take all necessary action. (e) No Material Adverse Effect on the Business shall have occurred after the Effective Date. (f) No Proceeding shall be any pending or Threatened wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge in effect preventing would: (i) prevent consummation of any of the transactions contemplated by this Agreement; ; (ivii) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation; or (iii) affect adversely the Agreement right of the Buyer to own the Acquired Assets and to operate the Business (and no such injunction, judgment, order, decree, ruling or charge shall be in effect). (g) The Parent and the Sellers shall have been obtained;paid and discharged or provided for the removal of all liens on the Acquired Assets upon payment in full at Closing of the Cash Purchase Price, except for such liens as are expressly assumed by the Buyer as more particularly set forth in Section 2.2(a) of the Disclosure Schedule hereto. (vh) The Sellers shall have taken the Seller physical count of the Inventories in accordance with the provisions of Section 2.3(c)(i) above. (i) The Parent and each of the Sellers shall have delivered to the Buyer certificates executed a certificate signed by an authorized officer of such Seller dated the responsible officer or Closing Date to the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified in Section 9(a)(i)-(ivSubsections 7.1(a)-(h) are have been satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) 7.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement Sellers shall have been obtaineddelivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii) is satisfied in all respects; (v) the Seller Buyer shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Sellerreceived all other authorizations, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebyconsents, and (Capprovals of governments and governmental agencies referred to in Sections 3(d) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith4(d) above; (vi) the relevant parties Buyer shall have entered into obtained the agreements Financing Amount incident to closing of the Closing Placements referred to in the forms set forth in (ASection 5(k) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectabove; (vii) the property inspections and due diligence conducted by Buyer with respect to the NS Reports shall have received: (A) from Hungarian Counsel of met the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters conditions set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement2(f)(i); (viii) Sellers shall have purchased and paid for in immediately available funds ten percent (10%) of the Buyer Securities incident to the Closing Arrangements set forth Placements referred to in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii5(k), Buyer shall have no obligation whatsoever to pay as provided for in the Purchase PriceStock Agreement; (ix) Since the date of the this Agreement, no event or events Sellers (except for PennTex Illinois) shall have occurred which have had or reasonably may be expected to have a Material Adverse Effectdelivered complete copies of their Balance Sheets and Income Statements as of, and for the fiscal years ended, December 31, 2004 and December 31, 2005, audited by an SEC qualified independent accounting firm and unaudited balance sheets and income statements as of, and for the quarter ended, March 31, 2006; (x) All PennTex Illinois shall have delivered complete copies of its Balance Sheet and Income Statement as of, and for the fiscal year ended, December 31, 2005 audited by an SEC qualified independent accounting firm and an unaudited balance sheet and income statement as of, and for the quarter ended, March 31, 2006; (xi) all actions to be taken by the Seller Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xixii) The Buyer shall have had In Exhibit D describing the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein W▇▇▇▇ included in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes Acquired Assets, Sellers have included a writing so stating at or prior statement as to the Closing.Sellers' Net Revenue Interest as to each Well (i.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall not have procured all of the third party consents identified in the Disclosure Schedule; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own the Acquired Assets (and no such injunction, judgment, order, decree, ruling or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Seller and the Buyer shall have entered into the agreements received all authorizations, consents, and approvals of governments and governmental agencies referred to in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the WarrantsSection 3(c) and (CSection 4(c) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectabove; (vii) each Key Employee shall have executed and delivered an Employment Agreement in substantially the form attached hereto as Exhibit 6.1 and the Seller shall have executed a Release in the form attached hereto as Exhibit 6.2 with respect to such Key Employee; (viii) the Seller shall have executed and delivered the License Agreement; and (ix) the Buyer shall have received: received from (A) from Hungarian Counsel of ▇▇▇▇▇▇ Godward LLP, counsel to the Seller, a legal an opinion in the form and substance as set forth in Exhibit L 6.3 and (B) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, intellectual property counsel to the Seller, an opinion in form and substance as set forth in Exhibit 6.4 attached hereto, in each case addressed to the Buyer and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the receipt from Seller of evidence of shareholder approval of this transaction, and representations and warranties set forth in Section Sec. 3(a) and Sec. 4 above shall be being true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there the Targets shall not have procured all of the third party consents specified in Sec. 5(b) above; (iv) no third party action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement right of the Buyer to own the Target Units and to control the Targets, or (D) affect adversely the right of either of the Targets to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed a certificate, signed by each of Seller's executive officers and any shareholder of Seller owning more than 10% of Seller's common stock, to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivSec. 7(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have entered into an employment agreement with the agreements Targets in form and substance satisfactory to Buyer providing for a term of employment with the forms set forth in (A) Exhibit G (Agreement Amending Targets or Buyer of not less than two years from the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto Closing Date and the same shall be in full force executed and effectmade effective on and upon the Closing Date; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in the form and substance as set forth in Exhibit L B attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth of the Sellers contained in Section 3(a) above shall and Section 4 must be true and correct in all material respects at and (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value) as of the date of this Agreement and at Closing Date(except for those which refer to a specific date, which must be true and correct as of such date), without giving effect to any supplements to the Schedules; (ii) the Seller shall The Sellers must have performed and complied in all material respects with all each of their covenants hereunder in all material respects through the ClosingClosing (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value); (iii) there shall must not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions, contemplated by this Agreement; (iv) The Sellers must have obtained all necessary governmental, shareholder Governmental Authority and third party consents specified in Sections 3(a)(ii), 3(a)(iii), and approvals in connection with 4(b), including the transactions contemplated by the Agreement shall have been obtainedcorresponding Schedules; (v) the Seller shall The Sellers must have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified in Section 9(a)(i)-(ivsubsections 7(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall FTC must have entered into approved the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effecttransactions contemplated hereunder; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the The Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that shall be no registration is required under the Securities Act to transfer the Sharesearlier than October 1, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement2001; (viii) The Board of Directors of the Closing Arrangements set forth in Exhibit J attached hereto General Partner shall have been implemented received a fairness opinion acceptable to such Board (in full its sole discretion) from Fleet Securities, Inc. or any other financial advisor acceptable to such Board (in its sole discretion) with respect to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as transactions contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Priceherein; (ix) Since the date The transactions contemplated herein shall have been approved by at least a majority of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have Board of Directors of the General Partner and at least a Material Adverse Effect;majority of the independent members of the Board of Directors of the General Partner; and (x) All actions to be taken by The obligations under the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer Deepwater Loan Documents shall have had the opportunity to conduct a reasonable investigation of the matters set forth been paid in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurfull. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) (x) the representations and warranties set forth of the Sellers contained in Section 3(aSections 3(b) above shall and 4 must be true and correct in all material respects at and (without giving effect to any supplement to the Schedules or any qualification as to materiality, Seller Material Adverse Effect or Seller Adverse Effect) as of the date of this Agreement and at Closing Date(except for those which refer to a specific date, which must be true and correct as of such date) and (y) there shall be no Adverse Consequences attributable to Buyer’s Title Objections in excess of $100,000, except, in the case of (x) and (y) collectively, to the extent such inaccuracies, violations or breaches and Buyer’s Title Objections would not (or could not reasonably be expected to) result in a Seller Material Adverse Effect or materially and adversely affect the Sellers’ ability to consummate the transactions contemplated by this Agreement; (ii) the Seller shall Sellers must have performed and complied with all of their covenants hereunder in all material respects through with its covenants hereunder as of the Closing; (iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period; (iv) the Sellers must have timely delivered all items required to be delivered at Closing pursuant to Section 2(d); (v) there shall must not be any injunction, judgment, order, decree, ruling, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewiththis Agreement; (vi) the relevant parties shall Sellers must have entered into the agreements in the forms obtained all consents set forth in on Schedule 8(a)(vi) (A) Exhibit G (Agreement Amending collectively, the Warrants“Seller Required Consents”), (B) Exhibit H (Assumption Agreement regarding in form reasonably acceptable to the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectBuyer; (vii) the Buyer shall have received: received the audited financial statements and the unaudited financial statements reviewed by its auditors for any applicable interim period in 2007 (A) from Hungarian Counsel of and the Sellercomparable interim period in 2006), a legal opinion all in conformance with the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters requirements set forth in Section 3(a)(i5(b)(ii) and those audited financial statements shall reflect financial results meeting the first and third sentences conditions described in Part II of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementSchedule 1(j); (viii) the Closing Arrangements set forth in Exhibit J attached hereto American Stock Exchange shall have been implemented in full to approved the Buyer's satisfactionlisting of the Units on the American Stock Exchange; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;and (ix) Since the date of the this AgreementJune 30, no event or events 2007 shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurpassed. The Buyer may waive any condition specified in this Section 9(a8(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth of the Sellers contained in Section 3(a) above shall this Agreement, including Article 4, must be true and correct in all material respects at and (without giving effect to any supplement to the Schedules or any qualification as to materiality, Seller Material Adverse Effect or Seller Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value) as of the date of this Agreement and at Closing Date(except for those which refer to a specific date, which must be true and correct as of such date), except to the extent such inaccuracies, violations or breaches would not (or would not reasonably be expected to) result in a Seller Material Adverse Effect or delay or materially affect the Sellers’ ability to consummate the transactions contemplated by this Agreement; (ii) the Seller shall Sellers must have performed and complied with all of their covenants hereunder in all material respects with their covenants hereunder through the Closing; (iii) any required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period; (iv) each Vessel must be correctly documented in the name indicated on Exhibit A and must be endorsed to operate in United States coastwise trade; each Vessel must have current United States Coast Guard Certificates of Inspection and Water Pollution Certificates of Financial Responsibility; and each Vessel shall be free and clear of all Encumbrances except Permitted Encumbrances; (v) the Sellers must have timely delivered all items required to be delivered at Closing pursuant to Section 2(d); (vi) there shall must not be any injunction, judgment, order, decree, ruling, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase this Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall Sellers must have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form obtained all consents set forth in Exhibit L attached heretoon Schedule 7(a)(vii) (collectively, and dated as of the Closing Date, to the effect that (u) the “Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viiiRequired Consents”), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance reasonably acceptable to the Buyer; and (xiviii) The Buyer the Acquired Assets or the Vessels shall not have had the opportunity to conduct a reasonable investigation experienced any damage, loss, destruction, condemnation, forfeiture or seizure of the matters set forth type described in Schedule 3(a)(viiiSection 5(e) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result in an aggregate Damage Amount in excess of the dispute described therein in amount for which such Section 5(e) permits the event that the Closing shall occurBuyer to elect to not close. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(aSECTIONS 3 and 4 that are qualified with reference to materiality shall be true and correct (without giving effect to any supplement to the Disclosure Schedule as provided under SECTION 6(E) above above), and the representations and warranties that are not so qualified shall be true and correct in all material respects (without giving effect to any supplement to the Disclosure Schedule as provided under SECTION 6(E) above), at and as of the Closing Date;, provided that, for purposes of this SECTION 8(A)(I), the amount specified in SECTION 4(H)(V) shall be $1,000,000. (ii) Parent and the Seller shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, decree or charge ruling in effect preventing consummation of any of the transactions contemplated by this Agreement, and there shall be no pending action or proceeding brought by a governmental authority seeking to enjoin any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder Parent and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed a certificate signed by officers of each to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv) are SECTION 8(A)(I)-(III), as applies separately with respect to each of Parent and the Company, to the knowledge of such officers, is satisfied in all respects, ; (Bv) all applicable waiting periods (and any extensions thereof) under the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or otherwise been terminated; (vi) the relevant parties consents, releases and permits set forth on SECTION 8(A)(VI) of the Disclosure Schedule shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectbeen obtained; (vii) the Buyer shall have received: (A) from Hungarian Counsel duly executed originals of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the AgreementAncillary Agreements; and (B) current certificates of good standing from US Counsel to Parent's and the Company's jurisdictions of organization, resolutions of their respective Boards of Directors or Managers (certified by an officer of Parent or the Seller, an opinion in as applicable) authorizing the form as may be attached hereto as Exhibit Kexecution and delivery of this Agreement and other documents and agreements contemplated hereby and consummation of the transactions contemplated hereby and thereby, and dated as (C) an incumbency certificate of the Closing Date (y) covering officers of Parent and the matters set forth Seller executing any or all of this Agreement or any documents or agreements executed in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes connection herewith or the Warrants to Buyer in accordance with the Agreement;therewith; and (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by Parent and the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance shall have been completed to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation satisfaction of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurBuyer. The Buyer may waive any condition specified in this Section 9(aSECTION 8(A) if it executes a writing so stating at or prior to the Closing.. The Parties specifically agree that it shall not be a condition to the Buyer's obligations that the Buyer shall have obtained any financing necessary for it to consummate the transactions contemplated by this Agreement..

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement, the representations Merger Agreement and warranties the Merger shall have received the Requisite Buyer Stockholder Approval; (ii) the Target shall have procured all of the third party consents specified in ss.5(a) above; (iii) each representation and warranty set forth in Section 3(a) ss.3 above shall be true and correct in all material respects at and as of the Closing Date, subject to any amendments thereto as permitted under ss.3 above; (iiiv) the Seller Target shall have fully performed and complied with all of their its covenants contained in ss.5 hereunder in all material respects through the Closing; (iiiv) there no action, suit, or proceeding shall not be pending or threatened before any court or quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing could (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) materially and adversely affect the Agreement right of the Surviving Corporation to own the former assets and to operate the former businesses of the Target, and (D) and no such injunction, judgement, order, decree, ruling or charge shall have been obtainedbe in effect; (vvi) the Seller Target shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivss.6(a)(i)-(v) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectis satisfied; (vii) this Agreement, the Merger Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (viii) the Buyer Shares that will be issued in the Merger shall have been approved for listing on the Nasdaq SmallCap Market, subject to official notice of issuance; (ix) the Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in ss.3(d) and ss.4(h) above; (x) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Target an opinion in the form and substance as set forth in Exhibit L H attached hereto, addressed to the Buyer, and dated as of the Closing Date; (xi) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Target; (xii) the Buyer shall have completed its due diligence and all outstanding issues relating thereto shall have been satisfactorily resolved to the effect that satisfaction of the Parties; (uxiii) the Seller need Buyer shall be satisfied that the Target's offering of Target Shares (A) did not give violate any notice tostate, make any filing with, federal or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate international securities laws; (B) that the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor Buyer's Stockholders were fully informed of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court potential tax consequence of competent jurisdiction an investment in Hungary the Target; and (xC) that the Target will not be subject to any new regulations; (xiv) the matters set forth Target shall have delivered the Estoppel Certificates executed by the lessors of the properties listed in Section 3(a)(i) and the first and third sentences of Section 3(a)(iiSchedule 3(l)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementTarget's Disclosure Schedule; (viiixv) the Closing Arrangements set forth in Exhibit J attached hereto Target shall have been implemented in full canceled all outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Target to the Buyer's satisfaction; for the avoidance issue, sell, or otherwise cause to become outstanding any of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Priceits capital stock; (ixxvi) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; (xvii) from the date hereof through the Effective Time, there shall have been no material adverse change (or developments involving a prospective material adverse change) in the business, condition (financial or otherwise), operations, properties, or prospects of the Target; and (xixviii) The Buyer the Target Stockholders shall have had the opportunity waived their right to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein participate in the event that the Closing shall occurRights offering. The Buyer may waive any condition specified in this Section 9(ass.6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) inss.3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller and its Subsidiaries shall not have procured all of the third party consents specified inss.5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement shall have been obtainedright of the Buyer to own the Acquired Assets; (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified in Section 9(a)(i)-(ivabove inss.6(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements side agreement in the forms form and substance as set forth in Exhibit G-1 (Aagreement pursuant to which the Seller licenses the "Atec Group" name and logo to the Buyer) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in the form and substance as set forth in Exhibit L J attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;obtained a minimum of $500,000 in financing; and (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and. (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(aa) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction or waiver by the Buyer of the following conditions: (iA) the The representations and warranties set forth in Section 3(a) above Article II of this Agreement and the other Transaction Documents made by the Borough shall be true and correct in all material respects at and as of the Closing Date; (iiB) the Seller The Borough shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiiC) there There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this AgreementAgreement and the Transaction Documents; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xiD) The Buyer shall have had secured from the opportunity to conduct a reasonable investigation Borough, the BPU, NJDEP, and all other applicable governmental and quasi-governmental entities, all authorizations and approvals required for the transfer of the matters set forth System to the Buyer, including but not limited to the NJDEP Permits, if necessary, and any other Consents needed to transfer the Purchased Assets to Buyer (collectively, the “Approvals”). The Parties shall use all reasonable efforts to obtain the Approvals and to do so as expeditiously as reasonably possible. In connection with the Approvals, the Buyer shall deliver to the Borough or cause to be delivered to the Borough, through addition(s) to the applicable service list(s), copies of all correspondences to and from the bodies with whom the applications have been filed or will be filed. The Borough covenants to cooperate with the Buyer, at the Buyer’s cost and expense, in Schedule 3(a)(viiithe Buyer's efforts to obtain the Approvals and to promptly consent, when required by law, to all applications for the Approvals filed by the Buyer. The Buyer shall immediately notify the Borough in writing of any determinations made by any authority considering any application. In the event that the Approvals are received but are not satisfactory to Buyer in its sole discretion, Buyer and the Borough shall meet to determine any appropriate adjustments to this Agreement in light of such Approvals or Buyer may terminate this Agreement. (E) The voters of the Borough shall have approved referendum authorizing the sale of the System. (F) The Buyer shall have, at its sole cost and expense, with reasonable assistance from the Borough, obtained approval from BPU of the Borough Consent pursuant to N.J.S.A. 48:2-14, in a form and substance acceptable to Buyer. (G) Within six (6) months following execution of this Agreement Agreement, ▇▇▇▇▇ shall have completed and satisfy itself that no material commercial risk will be transferred satisfied with the results of a Phase I Environmental Site Assessment or other environmental assessment performed with respect to the Shares, Unsecured Notes and Warrants as a result real property portion of the dispute described therein System (including the Land). If the results of the environmental assessment reveal the potential for the existence of Liabilities or other matters not acceptable to Buyer, Buyer and the Borough shall meet and confer in good faith to determine an appropriate additional evaluation processes. Buyer acknowledges that the Borough may not be able to provide Buyer access to certain properties on which it has only acquired an easement for the System to conduct additional evaluation processes. The cost of any additional evaluation process shall be shared by the Parties. If the Parties cannot agree on an appropriate additional evaluation process, or to the extent such additional evaluation process does not exist or is unavailable, and Borough does not provide an adjustment to the Purchase Price pursuant to Section 4.3(B), then Buyer may terminate this Agreement. (H) The Borough has executed and delivered to Buyer all of the documents and Instruments required under Section 4.7(B) hereof. (I) There shall not have occurred an event, action or condition affecting the Purchased Assets that would have a material adverse effect on the Business in the sole judgment of Buyer, nor shall there be an event, action or condition discovered by the Buyer during the period between the date hereof and the Closing, that would be deemed to have a material adverse effect on the Business in the sole judgment of Buyer. In the event that any such material adverse effect has occurred or is discovered, the Closing Buyer shall occur. The Buyer may waive any condition specified in have a right to immediately terminate this Section 9(a) if it executes a writing so stating at or prior Agreement, notwithstanding anything contained herein to the Closingcontrary.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Buyer of the following conditions: (ia) the The representations and warranties of the Sellers set forth in Section 3(a) above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date;Date (except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Buyer will have received a certificate signed by the Sellers to such effect. (iib) Each Seller and each Company will have performed all covenants required to be performed by it under this Agreement at or prior to the Closing, except where the failure to perform does not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or materially adversely affect the ability of each Seller and each Company to consummate the Acquisition or perform its other obligations hereunder. The Buyer will have received a certificate signed by the Sellers to such effect. (c) The Buyer shall have performed completed its business, accounting and complied with all legal due diligence review of the Companies and the Business, their covenants hereunder in all material respects through assets and liabilities, and the Closing;results thereof shall be reasonably satisfactory to the Buyer. (iiid) there There shall not be have been any injunctionoccurrence, judgmentevent, orderincident, decreeaction, rulingfailure to act, or charge in effect preventing consummation of any transaction since the date of the transactions contemplated by this Agreement;Financial Statements, which has had or is reasonably likely to cause a Company Material Adverse Effect. (ive) All applicable waiting periods (and any extensions thereof) will have expired or otherwise been terminated, and the parties hereto will have received all necessary governmentalother authorizations, shareholder and third party consents and approvals of all Governmental Entities in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the this Agreement and all matters in connection with the Agreement and transactions contemplated therebyhereby. (f) No temporary, and (C) preliminary or permanent restraining Order preventing the incumbency consummation of the officer Acquisition will be in effect. (g) Each party, as appropriate, shall have obtained any required consents, permits, licenses, approvals or notifications of any lenders, lessors, suppliers, customers or other third parties for which the Buyer will assume responsibility for properly completing any and all necessary forms required when applying for and securing any necessary transfers. (h) The Sellers shall have obtained releases of any liens, charges or encumbrances against any of the Seller executing assets of the Agreement and all other documents executed and delivered in connection therewith;Companies, at the Sellers’ expense. (vii) the relevant parties The Buyer shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) received such pay-off letters and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) releases relating to indebtedness as it shall have requested and attached hereto and the same such pay-off letters shall be in full force form and effect;substance satisfactory to it. (viij) the The Buyer shall have received: received fully-executed employment and non-competition agreements with PAL and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ in form and substance satisfactory to the Buyer. (Ak) from Hungarian Counsel To the extent that the leased Real Property is owned by the Sellers, the Sellers shall have executed new leases or appropriate amendments to the existing leases for such Real Property that are mutually satisfactory to the parties. (l) Each Company shall have delivered evidence reasonably satisfactory to the Buyer of the Seller, a legal opinion such Company’s organization and proceedings and its existence in the form set forth jurisdiction in Exhibit L attached heretowhich it is formed, and dated including evidence of such existence as of the Closing Date, Closing. (m) The Buyer shall have obtained on terms and conditions satisfactory to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency it all financing it needs in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, hereby and fund the working capital requirements of the Companies after the Closing. (vn) any arbitration award in favor The board of directors of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full increased to five (5) and shall consist of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, two persons designated by the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges Sellers and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated two persons designated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;1847 Holdings. (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xo) All actions to be taken by the Seller Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction or waiver by the Buyer of the following conditions: (iA) the The representations and warranties set forth in Section 3(a) above Article II of this Agreement and the other Transaction Documents made by the Borough shall be true and correct in all material respects at and as of the Closing Date; (iiB) the Seller The Borough shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiiC) there There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this AgreementAgreement and the Transaction Documents; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xiD) The Buyer shall have had secured from the opportunity to conduct a reasonable investigation Borough, the BPU, NJDEP, and all other applicable governmental and quasi-governmental entities, all authorizations and approvals required for the transfer of the matters set forth System to the Buyer, including but not limited to the NJDEP Permits, if necessary (collectively, the “Approvals”). The Parties shall use all reasonable efforts to obtain the Approvals and to do so as expeditiously as reasonably possible. In connection with the Approvals, the Buyer shall deliver to the Borough or cause to be delivered to the Borough, through addition(s) to the applicable service list(s), copies of all correspondences to and from the bodies with whom the applications have been filed or will be filed. The Borough covenants to cooperate with the Buyer, at the Buyer’s cost and expense, in Schedule 3(a)(viiithe Buyer's efforts to obtain the Approvals and to promptly consent, when required by law, to all applications for the Approvals filed by the Buyer. The Buyer shall immediately notify the Borough in writing of any determinations made by any authority considering any application. In the event that the Approvals are received but are not satisfactory to Buyer in its sole discretion, Buyer and the Borough shall meet to determine any appropriate adjustments to this Agreement in light of such Approvals or Buyer may terminate this Agreement. (E) The voters of the Borough shall have approved referendum authorizing the sale of the System. (F) The Buyer shall have, at its sole cost and expense, with reasonable assistance from the Borough, obtained approval from BPU of the Borough Consent pursuant to N.J.S.A. 48:2-14, in a form and substance acceptable to Buyer. (G) Within three (3) months following execution of this Agreement Agreement, Buyer shall have completed and satisfy itself that no material commercial risk will be transferred satisfied with the results of a Phase I Environmental Site Assessment or other environmental assessment performed with respect to the Shares, Unsecured Notes and Warrants as a result real property portion of the dispute described therein System (including the Land). If the results of the environmental assessment reveal the potential for the existence of Liabilities or other matters not acceptable to Buyer, Buyer and the Borough shall meet and confer in good faith to determine an appropriate additional evaluation processes. Buyer acknowledges that the Borough may not be able to provide Buyer access to certain properties on which it has only acquired an easement for the System to conduct additional evaluation processes. The cost of any additional evaluation process shall be shared by the Parties. If the Parties cannot agree on an appropriate additional evaluation process, or to the extent such additional evaluation process does not exist or is unavailable, and Borough does not provide an adjustment to the Purchase Price pursuant to Section 4.3(B), then Buyer may terminate this Agreement. (H) The Borough has executed and delivered to Buyer all of the documents and Instruments required under Section 4.7(B) hereof. (I) There shall not have occurred an event, action or condition affecting the Purchased Assets that would have a material adverse effect on the Business in the sole judgment of Buyer, nor shall there be an event, action or condition discovered by the Buyer during the period between the date hereof and the Closing, that would be deemed to have a material adverse effect on the Business in the sole judgment of Buyer. In the event that any such material adverse effect has occurred or is discovered, the Closing Buyer shall occur. The Buyer may waive any condition specified in have a right to immediately terminate this Section 9(a) if it executes a writing so stating at or prior Agreement, notwithstanding anything contained herein to the Closingcontrary.

Conditions to Obligation of the Buyer. The Buyer's obligation of to purchase the Company Shares and to take the other actions required to be taken by the Buyer to consummate the transactions to be performed by it in connection with at the Closing is subject to satisfaction the satisfaction, at or prior to the Closing, of each of the following conditions:conditions (any of which may be waived by the Buyer, in whole or in part): (ia) the Company shall have procured all of the third party Consents required to consummate the Contemplated Transactions; (b) the representations and warranties of the Selling Shareholder set forth in Section 3(a) Article 3 and Article 4 above shall be true and correct in all material --------- --------- respects at and as of the Closing Date; (iic) the Seller Selling Shareholder shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iiid) there shall not be any injunctionno action, judgment, order, decree, rulingsuit, or charge in effect preventing proceeding shall be pending or, to the Knowledge of the Selling Shareholder, Threatened before any Governmental Body wherein an unfavorable Order would (i) prevent consummation of any of the transactions contemplated by this AgreementContemplated Transactions, (ii) cause any of the Contemplated Transactions to be rescinded following consummation, or (iii) materially and adversely affect the rights of the Buyer to operate Company after the Closing Date; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (viie) the Buyer shall have received: (A) from Hungarian Counsel of received the Sellerresignations, a legal opinion in the form set forth in Exhibit L attached hereto, and dated effective as of the Closing DateClosing, of each director and officer of Company other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementClosing; (viiif) the Closing Arrangements set forth in Exhibit J attached hereto Buyer shall have received all of the documents described in Section 9.1; ----------- (g) there must not have been implemented in full made or Threatened by any Person any claim asserting that such Person (i) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, the Company, or (ii) is entitled to all or any portion of the Stock Purchase Price payable for the Company Shares; (h) the Buyer shall have completed and be reasonably satisfied with its due diligence review, including the Buyer's satisfaction; for review of the avoidance of doubt Seller acknowledges Selling Shareholder Disclosure Schedule and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase PriceCompany Disclosure Schedule; (ixi) Since all applicable waiting periods (and any extensions thereof) under the date of the this Agreement, no event or events ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have occurred which expired or otherwise been terminated and the Parties and the Company shall have had or reasonably may be expected to have a Material Adverse Effectreceived all other authorizations, Consents, and approvals of Governmental Bodies required; (xj) All the Buyer's Board of Directors shall have approved the Contemplated Transactions in their sole and absolute discretion; and (k) all actions to be taken by the Seller Selling Shareholder in connection with consummation of the transactions contemplated hereby Contemplated Transactions and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby Contemplated Transactions will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) 7.1.1 each of the representations and warranties set forth of the Sellers contained in Section 3(athis Agreement that is qualified as to materiality (including Material Adverse Effect) above shall be true and correct, and each of such representations and warranties that is not so qualified shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing DateDate as though made on and as of the Closing Date (except for any particular representation and warranty made only as of a specified date); (ii) 7.1.2 each of the Seller Sellers and their Affiliates shall have performed and complied with all of their covenants hereunder in all material respects with all of its covenants hereunder through the Closing; (iii) 7.1.3 there shall not be any injunction, judgment, order, decree, ruling, or charge in effect restraining or preventing consummation of any of the transactions contemplated by this AgreementAgreement nor shall any action have been taken or any statute, rule, regulation or order have been enacted, entered or enforced or be deemed applicable to the transactions contemplated hereby which makes the consummation of the transactions contemplated hereby illegal or prevents or prohibits the sale of the Assets or the Facilities; 7.1.4 the Sellers shall have delivered to the Buyer an officer’s certificate on behalf of the Sellers to the effect that each of the conditions specified in subsections 7.1.1 through 7.1.2 is satisfied in all respects and that, to the Knowledge of the Sellers, each of the conditions specified in subsection 7.1.3 is satisfied in all respects; 7.1.5 the Buyer shall have received either (ivi) a marked-up title commitment to issue the Owner’s Policy of Title Insurance (to be marked up and executed by a title agent authorized to do same) or (ii) an Owner’s Policy of Title Insurance, in each case, in the amount of $111,000,000 subject only to the Permitted Encumbrances issued by the Title Company, in either case, without any reference to that certain construction lien claim filed by Washington Group International, Inc. against the Sellers, dated February 3, 2003, and filed on February 4, 2003, in the amount of $1,078,868.36; 7.1.6 all necessary governmentalfilings and notifications under the HSR Act shall have been made, shareholder including any required additional information or documents, and third party the waiting period referred to in such Act applicable to the transaction shall have expired or been terminated; 7.1.7 all Governmental and Third Party consents and approvals authorizations specified in connection with Schedule 7.1.7 required for the consummation of the transactions contemplated by the this Agreement shall have been obtained; (v) 7.1.8 the Buyer shall have received the deliveries to be received by the Buyer set forth in Section 2.9; 7.1.9 no Material Adverse Effect with respect to the Assets, the Business or the Seller Guarantor shall have delivered occurred since the date hereof; 7.1.10 the Buyer shall have received from the Sellers evidence reasonably acceptable to the Buyer certificates executed that the Licenses set forth on Schedule 7.1.10 will be transferred to the Buyer and available for use by the responsible officer or the secretary Buyer as of the Seller, as applicable, certifying (A) that Closing Date; 7.1.11 the Buyer shall have received from each of the conditions specified in Sellers the certificate required by Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith10.8; (vi) 7.1.12 [Reserved]; and 7.1.13 the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same Ancillary Agreements shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated effect as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i1) the representations and warranties set forth in Section 3(a8(a) and Section 9 above shall be true and correct in all material respects at and as of the Closing Date; (ii2) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii3) there shall not be any injunction, judgment, order, decree, ruling, decree or charge ruling in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v4) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivsubsections 12(a)(i)-(iii) are is satisfied in all respects, ; (B5) the resolution(sParties shall have received all other authorizations, consents, and approvals of Governmental Authorities referred to in subsection 8(a)(ii) above (other than Customary Post-Closing Consents) and in Section 9(a) of the Disclosure Schedule, if any, and all material consents, approvals and waivers of third parties, if any, required for Seller's board assignment of directors authorizing the Seller's execution, delivery and performance any of the Agreement and all matters Gas Contracts, Rights-of-Way or other Assets to Buyer other than those that are customarily obtained after Closing in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency a sale of ownership interests or assets of the officer nature of the Seller executing the Agreement and all other documents executed and delivered in connection therewithAssets; (vi6) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi7) The the Seller shall have completed the acquisition of the Partnership Interests and the Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself be satisfied that no material commercial risk it will be transferred with respect to the Shares, Unsecured Notes acquiring title and Warrants as ownership of a result of the dispute described therein 100% interest in the event that Assets, free and clear of all title defects and Encumbrances other than the Closing shall occurPermitted Encumbrances. The Buyer may waive any condition specified in this Section 9(a12(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Buyer of the following conditions: (ia) the The representations and warranties of the Seller set forth in Section 3(a) above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date;Date (except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Buyer will have received a certificate signed by the Seller to such effect. (iib) Each of the Seller and the Companies will have performed all of the covenants required to be performed by it under this Agreement at or prior to the Closing, except where the failure to perform does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the ability of each of the Seller and the Companies to consummate the Acquisition or perform its other obligations hereunder. The Buyer will have received a certificate signed by the Seller to such effect. (c) The Buyer shall have performed completed its business, accounting and complied with all legal due diligence review of their covenants hereunder in all material respects through the Closing;Companies and the Business, its assets and liabilities and the results thereof shall be reasonably satisfactory to the Buyer. (iiid) there There shall not be have been any injunctionoccurrence, judgmentevent, orderincident, decreeaction, rulingfailure to act, or charge in effect preventing consummation of any transaction since the date of the transactions contemplated by this Agreement;Financial Statements that has had or is reasonably likely to cause a Material Adverse Effect. (ive) All applicable waiting periods (and any extensions thereof) will have expired or otherwise been terminated, and the parties hereto will have received all necessary governmentalother authorizations, shareholder and third party consents and approvals of all Governmental Entities in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the this Agreement and all matters in connection with the Agreement and transactions contemplated therebyhereby. (f) No temporary, and (C) preliminary or permanent restraining Order preventing the incumbency consummation of the officer Acquisition will be in effect. (g) Each party, as appropriate, shall have obtained any required permits, licenses, approvals or notifications. (h) The Seller shall have obtained releases of any liens, charges or encumbrances against any of the Seller executing assets of the Agreement and all other documents executed and delivered in connection therewith;Companies, at the Seller’ expense. (vii) The Companies shall have delivered evidence reasonably satisfactory to the relevant parties Buyer of the Companies’ limited liability company or limited partnership organization and proceedings and its existence in the jurisdiction in which it is organized, including evidence of such existence as of the Closing. (j) The Buyer and Seller shall have entered into an employment agreement containing a one-year non-competition provision in form and substance mutually agreed upon by the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto Buyer and the same shall be in full force and effect;Seller. (viik) The Plant Manager and Vice President of the Companies shall have entered into change of control agreements containing non-competition provisions that are in form and substance reasonably satisfactory to the Buyer. (l) The Buyer shall have received: (A) from Hungarian Counsel obtained on terms and conditions satisfactory to it all of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency financing it needs in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor hereby and fund the working capital requirements of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) Companies after the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;Closing. (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xm) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; , except for such failures to be true and correct as do not, in the aggregate, result in Adverse Consequences exceeding One Million Dollars ($1,000,000.00); (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; ; (iii) there shall not be any injunction, judgment, order, decree, ruling, decree or charge ruling in effect preventing consummation of any of the transactions contemplated by this Agreement; ; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivsubsections 7(a)(i)-(iii) are is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act ▇▇▇▇▇ have expired or otherwise been terminated and the Parties shall have received all other authorizations, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebyconsents, and approvals of Governmental Authorities referred to in subsection 3(a)(ii), subsection 3(b)(iii), and Section 4(b) above (Cother than Customary Post-Closing Consents) the incumbency or in SCHEDULE 3(a)(ii) or SCHEDULE 4(b) and consents, approvals and waivers of the officer of the Seller executing the Agreement third parties referred to in SCHEDULE 5(b)(i); and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) above of the Seller contained herein shall be true and correct in all material respects when made and at and as of the Closing DateDate except for (A) changes permitted or contemplated hereby and (B) any representation which is true as of a date specified in such representation; (ii) the Seller shall have performed and complied with all of their its agreements and covenants hereunder contained herein to be performed on or prior to the Closing Date in all material respects through the Closingrespects; (iii) there shall not have been no material adverse change in the business, financial condition, operations or results of operations of the Business since February 28, 1997; (iv) there shall be any pending no Litigation which is reasonably likely to result in, and no Litigation has resulted in, an injunction, judgment, order, decree, ruling, or charge in effect preventing which would (A) prevent consummation of any of the transactions contemplated by this Agreement; Agreement or (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by the this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller Seller, ▇▇▇▇▇▇▇▇, and the Group Subsidiaries shall have delivered to the Buyer certificates executed by the responsible officer or the secretary received all authorizations, consents, and approvals of the Seller, as applicable, certifying (A) that each of the conditions specified governments and governmental agencies described in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s6(d) of the Seller's board of directors authorizing Disclosure Schedule other than authorizations and approvals which, if not obtained, would not (in the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (Caggregate) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithhave a Material Adverse Effect; (vi) the relevant parties Buyer shall have entered into received the agreements in resignations, effective as of the forms set forth in (A) Exhibit G (Agreement Amending the Warrants)Closing Date, (B) Exhibit H (Assumption Agreement regarding the Warrants) of each director and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto officer of ▇▇▇▇▇▇▇▇ and the same Group Subsidiaries other than those whom the Buyer shall be have specified in full force and effectwriting prior to the Closing Date; (vii) the Buyer shall have received: (A) from Hungarian Counsel received evidence satisfactory to it that ▇▇▇▇▇▇▇▇ shall have obtained all of the SellerIntellectual Property (other than the trade names and other rights to "GIFTNOW," "GIFTSTORE" and "SPORTS IMPRESSIONS"), a legal opinion in the form set forth in Exhibit L attached heretoincluding all customer lists, and dated as customer solicitation, order, purchase and payment history, and licenses and records relating to Intellectual Property, of the Closing Dateeach of ▇▇▇▇▇▇▇▇ Germany and, to the effect that (u) extent used in the Seller need not give any notice toBusiness, make any filing withEEGG and N.C. Cameron, or obtain any authorization, consent, or approval in each case free and clear of any government Lien or governmental agency in order encumbrance and subject to consummate the transactions contemplated by this Agreementno license, sublicense or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreementrestriction on use; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) 9.1.1 each of the representations and warranties set forth of the Sellers contained in this Agreement (as may be amended by Sellers in accordance with Section 3(a19.12) above shall be true and correct in all material respects at as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, except for representations and warranties made only as of a specific date (which need only be correct as of such date), and except for any failure of the same to be true and correct that would not reasonably be expected to have a Material Adverse Effect with respect to the Purchased Assets, the Business, or the ability of the Sellers to perform their obligations under this Agreement (provided that to the extent such representation or warranty is qualified by its terms by materiality or Material Adverse Effect, such qualification in its terms shall be inapplicable for purposes of this Section and the Material Adverse Effect qualification contained in this Section 9.1.1 shall apply in lieu thereof); (ii) 9.1.2 the Seller Sellers shall have performed and complied in all material respects with all of their covenants hereunder in all material respects through the Closing; 9.1.3 the Sellers shall have delivered to the Buyer an officer’s certificate to the effect that each of the conditions specified in Sections 9.1.1 and 9.1.2 is satisfied in all respects (iii) “Sellers’ Closing Certificate”); 9.1.4 there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any the sale of the transactions Purchased Assets, the ▇▇▇▇▇▇ ▇▇▇▇▇ Company Shares or the ▇▇▇▇▇▇ ▇▇▇▇▇ Company Interests as contemplated by this Agreement; (iv) 9.1.5 all necessary governmentalfilings and notifications under the HSR Act shall have been made, shareholder including any required additional information or documents, and third party consents the waiting period referred to in such Act applicable to the transaction, and approvals in connection any agreement with any Governmental Authority not to consummate the transactions contemplated by transaction, shall have expired or been terminated; 9.1.6 the Agreement FERC Filing and the Other Governmental Approvals shall have been obtained; (v) 9.1.7 the Seller title company shall have delivered issued commitments to issue the Title Policies, upon receipt of payment therefor by Buyer certificates executed by and delivery of such documents, materials and information as the responsible officer or title company may require from Buyer, subject to no exceptions other than the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery Permitted Encumbrances and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all such other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form general title exceptions as may be attached hereto raised by the title company, for the Refinery Owned Real Property, the ▇▇▇▇▇▇ Logistics and Marketing Terminals Owned Real Property, the Wilmington Calciner Leased Real Property (main Calciner parcel leased from the City of Long Beach under the 1980 lease, as Exhibit Kamended, only), and dated as of the Closing Date ▇▇▇▇▇▇ Logistics and Marketing Terminals Leased Real Property and Easements (y) covering other than the matters set forth leased properties located in Phoenix, Arizona and near the second sentence of Section 3(a)(ii) of the Agreement Colton Terminal), and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until doubt, ▇▇▇▇▇'s inability to obtain extended coverage or any endorsements to the Closing Arrangements set forth in Exhibit J Title Policies shall not constitute a failure of this condition; 9.1.8 the Wilmington Calciner Lease Renewal shall have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyereffected; and (xi) The Buyer 9.1.9 the Other Agreements shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement be duly executed and satisfy itself that no material commercial risk will be transferred delivered by Sellers simultaneously with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive (except for any condition specified in this Section 9(a) if it executes a writing so stating at or Other Agreements already executed and delivered prior to the Closing).

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) the The representations and warranties set forth in Section 3(a) Article III above shall be true and correct in all material respects at and as of the Closing Date, except those representations not already qualified by "Material Adverse Effect," which shall be true and correct in all material respects; (iib) the The Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiic) there There shall not be any injunction, judgment, order, decree, ruling, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals or any action or proceeding by or before any court or Governmental Authority pending or threatened in connection with writing which attempts to restrain, enjoin or otherwise prevent, or that any damages will be recovered as a result of, the consummation of the transactions contemplated by the Agreement shall have been obtainedAgreement; (vd) the The Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary a certificate of the Seller, as applicable, certifying (A) President and of the Chief Financial Officer of Seller to the effect that each of the conditions specified above in Section 9(a)(i)-(iv6.1(a)-(c) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vie) All applicable waiting periods (and any extensions thereof) under the relevant parties ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have entered into expired or otherwise been terminated and the agreements Seller shall UNITED STATES have received and delivered to the Buyer all Required Approvals of Governmental Authorities referred to in Section 3.4 above. (f) The Buyer shall have received from counsel to the forms Seller the opinions in form and substance as set forth in EXHIBITS 6.1 (A) Exhibit G (Agreement Amending the Warrantsa), (Bb) Exhibit H AND (Assumption Agreement regarding the Warrantsc) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, addressed to the Buyer, and dated as of the Closing Date, ; (g) All corporate actions necessary to authorize and effectuate the consummation of the transactions contemplated by this Agreement by the Seller shall have been duly taken prior to the effect that (u) Closing and the Seller need not give any notice toshall have delivered to Buyer a certificate of a duly authorized officer of the Seller to that effect; (h) The Seller and the Escrow Agent shall have executed and delivered the Escrow Agreement; (i) The Buyer shall have received all agreements, make any filing with, or obtain any authorization, consent, or approval documents and instruments incidental to the Seller's performance of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if in form and substance reasonably satisfactory to the Buyer and its legal counsel, and copies of all documents that it may reasonably have requested in connection with such notice filing, authorization, consent or approval is needed, it has been gained or obtained, transactions; (vj) any arbitration award in favor The conditions to the obligations of the Buyer obtained pursuant to this consummate the transactions contemplated by the LMP Canada Acquisition Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i6.1 thereof shall have been satisfied or waived; (k) On the Closing Date, the Seller shall deliver to the Buyer physical possession of all tangible property included in the Acquired Assets and any tangible evidence of all intangible property included in the first Acquired Assets; (l) The Seller shall have executed and third sentences of Section 3(a)(ii) delivered to the Buyer a license agreement, effective as of the Agreement; and (B) from US Counsel to the SellerClosing Date, an opinion substantially in the form as may be of Exhibit 6.1(l), pursuant to which the Seller grants to the Buyer a limited license to use certain intellectual property and proprietary software (the "License Agreement"); and (m) The Buyer shall have received an ALTA or similar title insurance policy issued by a reputable title company mutually agreeable to the Buyer and the Seller at regular rates insuring the Buyer's title to the Real Property with standard exceptions. (n) The Seller shall have received the consents or approvals to the assignment of the Material Contracts Requiring Consent in form and substance satisfactory to counsel for Buyer acting reasonably. (o) Alusuisse-Lonza America Inc., a Delaware corporation and the parent company of Seller, shall have executed the separate guarantee provisions set forth at the end of this Agreement and the Seller shall have furnished to the Buyer the legal opinion regarding the due authorization, execution, delivery and legal and binding effect of the guarantee provisions in form and substance set forth in Exhibit 6.21 attached hereto as Exhibit Khereto, addressed to the Buyer, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the ClosingDate.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement Seller shall have been obtaineddelivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii) is satisfied in all respects; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or consent required under the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithCustomer Contracts listed on Exhibit A hereto; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will shall be reasonably satisfactory in form and substance to the Buyer; and (xivii) The Buyer shall have had the opportunity execution by the Seller of a license agreement in substantially the form attached hereto as Exhibit B (the “License Agreement”), a transition services agreement in substantially the form attached hereto as Exhibit C (the “Transition Services Agreement”), and a support agreement in substantially to conduct a reasonable investigation form attached hereto as Exhibit D (the “Support Agreement”), and the execution by Seller’s affiliate, Baltimore Technologies Ltd., of an ORC agreement in substantially the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants form annexed as a result of the dispute described therein in the event that the Closing shall occurExhibit E (“ORC Agreement”). The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing. The Seller covenants and agrees to execute, or use its reasonable best efforts to cause Baltimore Technologies Ltd. to execute, as applicable, and deliver the License Agreement, the Transition Services Agreement, the Support Agreement and the ORC Agreement upon satisfaction or waiver of each condition set forth in Sections 6(b)(i)-(vi).

Conditions to Obligation of the Buyer. The obligation of the Buyer to ------------------------------------- consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) Section3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement no material adverse change shall have been obtainedoccurred with respect to the Acquired Assets taken as a whole since September 30, 1996; (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivSection7(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Buyer shall have entered into received the agreements Required Consents of Buyer, all other authorizations, consents, and approvals of governments and governmental agencies referred to in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the WarrantsSection3(c) and (CSection4(c) Exhibit I (Agreement Amending Securities Purchase Agreement) above and attached hereto and evidence reasonably satisfactory to Buyer of receipt of all required consents from Seller's lessors with respect to leases affecting the same shall be in full force and effectReal Property ; (vii) the Buyer Title Insurance Company shall have received: (A) from Hungarian Counsel be prepared to issue title insurance policies for each parcel of the SellerReal Property, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, subject only to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementPermitted Exceptions; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full results of Buyer's environmental assessments and other due diligence relating to the Buyer's satisfaction; for condition of the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth Acquired Assets with respect to environmental liabilities shall be satisfactory to Buyer in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Priceall material respects; (ix) Since the date financial condition and the identity of the this Agreement, no event or events owners of the purchaser under the Stock Purchase Agreement shall have occurred which have had or reasonably may be expected satisfactory to have a Material Adverse EffectBuyer in all material respects; (x) All Valcor and Newco shall have entered into a Stock Purchase Agreement in form and substance reasonably satisfactory to Buyer and Valcor; (xi) Simultaneously with the Closing, Newco and Buyer shall enter into a lease by Buyer to Newco and/or Seller with respect to the Real Property, which lease shall be in form and substance reasonably satisfactory to Buyer and Seller; (xii) all conditions have been satisfied to the obligations of the parties to the Stock Purchase Agreement and the Units Purchase Agreement and the closings of the transactions contemplated in the Stock Purchase Agreement and the Units Purchase Agreement shall occur simultaneously with the Closing; and (xiii) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(aSection7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction at or prior to the Closing of the following conditions: (i) 7.1.1. the representations and warranties set forth in Section 3(a) section 3 above shall be true and correct in all material respects at on and as of the Closing Date with the same force and effect as if made on the Closing Date; provided, however, that the representations and warranties contained in sections 3.2, 3.5 and 3.6 shall be true and correct in all respects on and as of the Closing Date; (ii) 7.1.2. the Seller shall have performed and complied with all of their its covenants and agreements hereunder in all material respects through the Closing; (iii) 7.1.3. there shall not be any injunction, judgment, order, decree, ruling, or charge Law in effect making any of the transactions contemplated by this Agreement illegal or otherwise preventing (whether temporarily or permanently) the consummation of any of the transactions contemplated by this Agreement; (iv) 7.1.4. all necessary governmental, shareholder and third party consents and approvals in connection with members of the transactions contemplated board of directors of the Target nominated by the Agreement Seller shall have resigned from such board effective as of the Closing; 7.1.5. since the date hereof, there shall have been obtainedno Material Adverse Effect with respect to the Target; (v) 7.1.6. the Seller shall have delivered to the Buyer certificates executed by the responsible a certificate from an executive officer or the secretary of the Seller, as applicable, certifying (A) Seller to the effect that each of the conditions specified above in Section 9(a)(i)-(iv) are section 7.1.1 through section 7.1.5 is satisfied in all respects; 7.1.7. the Parties shall have received all required authorizations, (B) the resolution(s) consents, and approvals of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters Governmental Entities in connection with the Agreement and transactions contemplated thereby, hereby (including the matters referred to in sections 3.2 and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith4.2 above); (vi) 7.1.8. the relevant parties shall have entered into the agreements side agreement in the forms form and substance as set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and Exhibits A through B attached hereto and the same shall be in full force and effect;; and (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All 7.1.9. all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) section 7.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the purchase of the Acquired Assets and the consummation of the other transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to satisfaction of the following conditions: (ia) the Seller's and each Shareholder's representations and warranties set forth in Section 3(a) above shall be true correct and correct in all material respects complete at and as of the Closing DateDate and the Closing and any written notices delivered to the Buyer pursuant to Section 4.5 and the subject matter thereof shall be satisfactory to the Buyer; (iib) the Seller and the Shareholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iiic) there the Seller and the Shareholders shall not have given all notices and procured all of the third-party consents, authorizations and approvals required to consummate the transactions contemplated by this Agreement, all in form and substance reasonably satisfactory to the Buyer; (d) no action, suit or proceeding shall be pending or threatened before any injunction, judgment, order, decree, ruling, Governmental Authority or charge in effect preventing any other Person wherein an unfavorable Order would (i) prevent consummation of any of the transactions contemplated by this Agreement; , (ivii) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the Agreement right of the Buyer to own the Acquired Assets or to conduct the acquired business, and no such Order shall be in effect; (e) there shall have been obtainedno adverse change in the Acquired Assets or the Seller's business between the date of execution of this Agreement and the Closing; (vf) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(ivSections 6.1(a) are through (e) is satisfied in all respects, (B) respects and as to the resolution(s) adoption of resolutions by the Seller's board of directors and shareholders of the Seller authorizing the Seller's execution, delivery and performance of the this Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Other Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto Agreements and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificatesthereby; (g) the Buyer shall have completed its due diligence with respect to the Seller, opinionsthe Seller's business and the Acquired Assets with results satisfactory to the Buyer. (h) the Other Seller Agreements and documentation necessary to accomplish the conveyance of the specific ownership tax and fee payments made by the Seller prior to the Closing in respect of vehicles and mobile equipment included in the Acquired Assets shall have been executed and delivered by the Seller and the Shareholders, instrumentsas applicable; (i) the Shareholder Leases shall have been executed and delivered by the parties thereto and the owners of the real property underlying the Shareholder Leases, and other documents required each Person having an Encumbrance on any such property, shall have executed and delivered estoppel, nondisturbance and landlord waiver agreements relating thereto satisfactory to effect the transactions contemplated hereby will be reasonably satisfactory Buyer; (j) the Buyer shall have received from counsel to the Seller and the Shareholders an opinion in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters as set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.Exhibit 6.1

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Buyer of the following conditions: (ia) the The representations and warranties of the Sellers set forth in Section 3(a) above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date;Date (except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Buyer will have received a certificate signed by the Sellers to such effect. (iib) Each of the Seller Sellers and the Company will have performed all of the covenants required to be performed by it under this Agreement at or prior to the Closing, except where the failure to perform does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the ability of each of the Sellers and the Company to consummate the Acquisition or perform its other obligations hereunder. The Buyer will have received a certificate signed by the Sellers to such effect. (c) The Buyer shall have performed completed its business, accounting and complied with all legal due diligence review of their covenants hereunder in all material respects through the Closing;Company and the Business, its assets and liabilities, and the results thereof shall be reasonably satisfactory to the Buyer. (iiid) there There shall not be have been any injunctionoccurrence, judgmentevent, orderincident, decreeaction, rulingfailure to act, or charge in effect preventing consummation of any transaction since the date of the transactions contemplated by this Agreement;Interim Financial Statements which has had or is reasonably likely to cause a Material Adverse Effect. (ive) All applicable waiting periods (and any extensions thereof) will have expired or otherwise been terminated, and the parties hereto will have received all necessary governmentalother authorizations, shareholder and third party consents and approvals of all Governmental Entities in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the this Agreement and all matters in connection with the Agreement and transactions contemplated therebyhereby. (f) No temporary, and (C) preliminary or permanent restraining Order preventing the incumbency consummation of the officer Acquisition will be in effect. (g) Each party, as appropriate, shall have obtained any required consents, permits, licenses, approvals or notifications of any lenders, lessors, suppliers, customers or other third parties for which the Buyer will assume responsibility for properly completing any and all necessary forms required when applying for and securing any necessary transfers. (h) The Sellers shall have (i) obtained releases of any liens or (ii) a payoff letter confirming the payoff due from Company at Closing reasonably acceptable to the Buyer, regarding charges or encumbrances against any of the Seller executing assets of the Agreement and all other documents executed and delivered in connection therewith;Company, at the Sellers’ expense. (vii) The Buyer shall have received such pay-off letters and releases relating to the relevant parties indebtedness as it shall have requested and such pay-off letters shall be in form and substance satisfactory to it. (j) The Company and each Seller shall have entered into an employment and noncompetition agreements for a term of two (2) years that include annual aggregate compensation of $270,000 ($135,000 per Seller per annum), in form and substance mutually satisfactory to the agreements Buyer and each Seller. (k) The Company shall have received new triple net leases for the Real Property, which shall include annual rent of $100,000, a term of ten (10) years and a provision permitting assignment by the Buyer (provided Buyer and Company remain liable thereunder), in form and substance mutually satisfactory to the parties. (l) The Company shall have delivered evidence reasonably satisfactory to the Buyer of the Company’s corporate organization and proceedings and its existence in the forms set forth jurisdiction in (A) Exhibit G (Agreement Amending which it is incorporated, including evidence of such existence as of the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect;Closing. (viim) the The Buyer shall have received: (A) from Hungarian Counsel obtained on terms and conditions satisfactory to it all of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency financing it needs in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor hereby and fund the working capital requirements of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and Company after the Closing. (xn) The Preliminary Balance Sheet shall reflect the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) achievement of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;Minimum Requirement. (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xo) All actions to be taken by the Seller Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) above Sections 3 that are qualified with reference to materiality shall be true and correct, and the representations and warranties that are not so qualified shall be true and correct in all material respects respects, at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its respective covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, decree or charge ruling in effect preventing consummation of any of the transactions contemplated by this Agreement, and there shall be no pending action or proceeding brought by a governmental authority seeking to enjoin any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed a certificate signed by its officers to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv) are 7(a)(i)-(iii), to the knowledge of such officers, is satisfied in all respects, ; (Bv) the resolution(sconsents, releases and permits set forth on Section 7(a)(v) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithDisclosure Schedule shall have been obtained; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel duly executed originals of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the AgreementAncillary Agreements; and (B) current certificates of good standing from US Counsel to the Seller’s and the Company’s jurisdictions of organization and other documents and agreements contemplated hereby and consummation of the transactions contemplated hereby and thereby, and (C) an incumbency certificate of the officers of the Seller executing any or all of this Agreement or any documents or agreements executed in connection herewith or therewith; (vii) the Buyer shall have received an opinion of counsel in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act substance reasonably acceptable to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementBuyer; (viii) the Closing Arrangements set forth in Exhibit J attached hereto TVG shall have been implemented in full assigned to the Buyer's satisfaction, effective upon the Closing, the Membership Interests owned by TVG; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;and (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance shall have been completed to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation satisfaction of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurBuyer. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing. The Parties specifically agree that it shall not be a condition to the Buyer’s obligations that the Buyer shall have obtained any financing necessary for it to consummate the transactions contemplated by this Agreement.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Sections 3 and 4 that are qualified with reference to materiality shall be true and correct (without giving effect to any supplement to the Disclosure Schedule as provided under Section 3(a6(e) above above), and the representations and warranties that are not so qualified shall be true and correct in all material respects (without giving effect to any supplement to the Disclosure Schedule as provided under Section 6(e) above), at and as of the Closing Date;, provided that, for purposes of this Section 8(a)(i), the amount specified in Section 4(h)(v) shall be $1,000,000. (ii) Parent and the Seller shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, decree or charge ruling in effect preventing consummation of any of the transactions contemplated by this Agreement, and there shall be no pending action or proceeding brought by a governmental authority seeking to enjoin any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder Parent and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed a certificate signed by officers of each to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv) are 8(a)(i)-(iii), as applies separately with respect to each of Parent and the Company, to the knowledge of such officers, is satisfied in all respects, ; (Bv) all applicable waiting periods (and any extensions thereof) under the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithHart-Scott-Rodino Act shall have e▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇se been terminated; (vi) the relevant parties consents, releases and permits set forth on Section 8(a)(vi) of the Disclosure Schedule shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectbeen obtained; (vii) the Buyer shall have received: (A) from Hungarian Counsel duly executed originals of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the AgreementAncillary Agreements; and (B) current certificates of good standing from US Counsel to Parent's and the Company's jurisdictions of organization, resolutions of their respective Boards of Directors or Managers (certified by an officer of Parent or the Seller, an opinion in as applicable) authorizing the form as may be attached hereto as Exhibit Kexecution and delivery of this Agreement and other documents and agreements contemplated hereby and consummation of the transactions contemplated hereby and thereby, and dated as (C) an incumbency certificate of the Closing Date (y) covering officers of Parent and the matters set forth Seller executing any or all of this Agreement or any documents or agreements executed in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes connection herewith or the Warrants to Buyer in accordance with the Agreement;therewith; and (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by Parent and the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance shall have been completed to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation satisfaction of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurBuyer. The Buyer may waive any condition specified in this Section 9(a8(a) if it executes a writing so stating at or prior to the Closing.. The Parties specifically agree that it shall not be a condition to the Buyer's obligations that the Buyer shall have obtained any financing necessary for it to consummate the transactions contemplated by this Agreement..

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Buyer of the following conditions: (ia) the The representations and warranties of the Sellers set forth in Section 3(a) above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date;Date (except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (iib) Each Seller and each Company will have performed all covenants required to be performed by it under this Agreement at or prior to the Closing, except where the failure to perform does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the ability of each Seller and each Company to consummate the Acquisition or perform its other obligations hereunder. (c) Buyer shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunctionreceived a certificate, judgment, order, decree, ruling, or charge in effect preventing consummation of any dated as of the transactions contemplated Closing Date and signed by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the each Seller, as applicable, certifying (A) that each of the conditions specified set forth in Section 9(a)(i)-(iv7.2(a) are satisfied and Section 7.2(b) have been satisfied. (d) No event has occurred since the date of this Agreement, which has had or is reasonably likely to cause a Material Adverse Effect. (e) All applicable waiting periods with respect to any Permits required by Governmental Entities in all respects, (B) connection with the resolution(s) consummation of the Seller's board of directors authorizing Acquisition (and any extensions thereof) will have expired or otherwise been terminated, and the Seller's parties hereto will have received all Permits required by Governmental Entities, in connection with the execution, delivery and performance of the this Agreement and all matters in connection with the Agreement and transactions contemplated therebyhereby. (f) No temporary, preliminary or permanent restraining Order preventing the consummation of the Acquisition will be in effect. (g) The Sellers shall have obtained any required consents, permits, licenses, approvals or notifications of any lenders, lessors, suppliers, customers or other third parties for which the Buyer will assume responsibility for properly completing any and all necessary forms required when applying for and securing any such consents, permits, licenses, and approvals. (Ch) the incumbency The Companies shall have obtained releases of any Liens against any of the officer assets of the Seller executing Companies (other than Permitted Liens), at the Agreement Companies’ expense. (i) The Buyer shall have received such pay-off letters relating to any Closing Indebtedness, as Buyer shall have requested, and all other documents such pay-off letters shall be in form and substance reasonably satisfactory to Buyer. (j) The Sellers shall have executed and delivered in connection therewith;the Exchange Agreement to the Buyer. (vik) the relevant parties The Sellers shall have entered into executed and delivered to the agreements in Buyer the forms set forth in (A) Exhibit G (Agreement Amending Subordination Agreement, if requested by the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect;Buyer. (viil) the Buyer The Escrow Agreement shall have received: been executed and delivered by the parties thereto and a copy thereof shall have been delivered to Buyer (Am) from Hungarian Counsel Each Company shall have delivered a certificate of the Sellergood standing, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as within ten (10) days of the Closing Date, to from the effect that (u) Secretary of State for the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval State of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;Nevada. (viiin) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), The Buyer shall have no obligation whatsoever obtained, on terms and conditions reasonably satisfactory to pay it, financing in an amount, together with other cash or cash equivalents available to Buyer, sufficient to fund the Cash Portion of the Purchase Price;. (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xo) All actions to be taken by the Seller Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it him in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their his covenants hereunder in all material respects through the Closing; (iii) there the Company shall not have procured all of the third party consents specified in Section 5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement right of the Buyer to own the Shares and to control the Company, or (D) affect adversely the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying effect that (A) that each of the conditions specified above in Section 9(a)(i)-(iv7(a)(i)-(iv) are is satisfied in all respects, and (B) the resolution(s) as of the Seller's board of directors authorizing Closing, the Seller's execution, delivery and performance of Company has no Liabilities or Indebtedness other than under the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithPromissory Note; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect[Reserved]; (vii) the Buyer shall have received: (A) from Hungarian Counsel of received the Sellerresignations, a legal opinion in the form set forth in Exhibit L attached hereto, and dated effective as of the Closing Datetenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the Securities and Exchange Commission, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor each director of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) Company and the first and third sentences of Section 3(a)(ii) of Buyer shall have received the Agreement; and (B) from US Counsel to the Sellerresignations, an opinion in the form as may be attached hereto as Exhibit K, and dated effective as of the Closing Date (y) covering the matters set forth in the second sentence Closing, of Section 3(a)(ii) each officer of the Agreement and (z) stating that no registration is required under Company. The designees specified by the Securities Act to transfer Buyer shall have been appointed as officers of the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the AgreementCompany; (viii) the Closing Arrangements set forth in Exhibit J attached hereto there shall not have been implemented in full any occurrence, event, incident, action, failure to act, or transaction since December 31, 2003 which has had or is reasonably likely to cause a material adverse effect on the Buyer's satisfaction; for business, assets, properties, financial condition, results of operations or prospects of the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase PriceCompany; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect[Reserved]; (x) All the Buyer shall have received such pay-off letters and releases relating to Indebtedness and Liabilities as it shall have requested and such pay-off letters shall be in form and substance satisfactory to it; (xi) the Buyer shall have conducted UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company; (xii) the Company shall have delivered its Certificate of Incorporation and bylaws, both as amended to the Closing Date, certified by the Secretary of the Company and the Company shall deliver to the Buyer the Company's original minute book and corporate seal and all other original corporate documents; (xiii) the Company shall deliver to the Buyer a Certificate of Good Standing in respect of the Company issued by the Delaware Secretary of State dated no earlier than 5 days prior to the closing. (xiv) the Company shall have filed all of the reports required to be filed under the Exchange Act during the 12 months preceding the Closing (or such shorter period as the Company was required to file such reports) and the Company shall have otherwise met all of the requirements of Rule 144(c) of the Securities Act; (xv) the Company shall have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTC Bulletin Board that is maintained by the National Association of Securities Dealers, Inc.; and (xvi) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the ClosingClosing in writing executed by the Buyer.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to satisfaction satisfaction, at or prior to the Closing of each of the following conditionsconditions unless the Buyer in its sole discretion shall have waived such satisfaction: (ia) Each of the representations and warranties of the Seller and Seller Parent set forth in Section 3(a) above this Agreement shall be true and correct in all material respects at as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date;; provided, however, that for the purposes of this paragraph, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, will have or are reasonably likely to have a Material Adverse Effect on the Company. (iib) On or prior to the Closing Date, the Seller and Seller Parent shall have performed and complied with all of their covenants hereunder in all material respects through with all of the Closing;covenants to be performed or complied with by it at or prior to the Closing Date. (iiic) there The president or any vice president of the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections 11.1(a) and 11.1(b) is satisfied. (d) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;. (ive) all necessary governmental, shareholder The applicable waiting periods under the Hart-Scott-Rodino Act shall have expired or been terminated and third party consents and approvals in connection with the transactions contemplated by the Agreement any M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇tal Consent shall have been obtained;. (vf) the Seller There shall not have delivered to the Buyer certificates executed by the responsible officer occurred any event that, individually or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants)aggregate, (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect;Effect on the Company. (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xig) The Buyer shall have had received from the opportunity to conduct a reasonable investigation Seller certified copies of resolutions duly adopted by the Board of Directors of the matters set forth in Schedule 3(a)(viii) Seller authorizing the execution and performance of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes other documents contemplated hereby and Warrants as a result of the dispute described therein in the event that the Closing shall occur. transactions contemplated hereby. (h) The Buyer may waive any condition specified shall have received the opinion of counsel referred to in this Section 9(a3.2(a)(ix). (i) if it executes a writing so stating at or prior to The Seller and Seller Parent shall have executed and delivered the ClosingTSA, the Outsourcing Agreement, the Sublease, the Trademark Assignment Agreement and the Loan Servicing Agreement Amendments.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall not have procured all of the third party consents specified in Section 5(b) above which are necessary to transfer any asset which is material to Seller’s business; (iv) other than litigation set forth in the Disclosure Schedule, no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement shall have been obtainedright of the Buyer to own the Acquired Assets or to operate the former businesses of the Seller; (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Buyer and the Seller shall have entered into the agreements received all other authorizations, consents, and approvals of governments and governmental agencies referred to in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the WarrantsSection 3(c) and (CSection 4(c) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectabove; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the SellerSeller and from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ opinions in form and substance reasonably acceptable to Buyer and its counsel, a legal opinion in addressed to the form set forth in Exhibit L attached heretoBuyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; (ix) the Seller shall not have suffered any material damage, destruction or loss (whether or not covered by insurance) to its property; (x) delivery to Buyer of the consent of the Board of Directors and shareholders of Seller approving and authorizing the sale in accordance with Section 607.1202, Florida Statutes; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation delivery of Seller’s balance sheet compiled as of the matters set forth Closing Date by Seller’s external auditors in Schedule 3(a)(viii) accordance with GAAP and in accordance with the provisions of this Agreement Agreement, and satisfy itself that no material commercial risk will approved by Buyer under advise of its external auditors, whereby such Closing Date balance sheet shall be transferred with respect used to determine the Shares, Unsecured Notes Book Value of Seller and Warrants as a result of the dispute described therein in the event that the Closing shall occurPurchase Price. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall not have procured all of the third party consents specified in Section 5(b) above; (iv) except as otherwise disclosed herein, no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own the Company Assets and to operate the Z-AXIS, INC Business (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(v) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith;. (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyerBuyer and its counsel; and (xivii) The Seller agrees with the Buyer that the inventory to be transferred to the Buyer at the Closing date shall have had the opportunity to conduct a reasonable investigation consist of total inventory as set forth on Exhibit B, which list of inventory shall be run off of the matters set forth in Schedule 3(a)(viii) Company’s MRP system before the start of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants business as a result of the dispute described therein in the event that the Closing shall occurDate. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions contemplated hereby and to take the other actions required to be performed taken by it in connection with the Closing is subject to satisfaction of the following conditions: (i) Each of the representations and warranties set forth in Section 3(a) 4 above shall be true and correct in all material respects (except for representations and warranties which are qualified by materiality, which representations and warranties shall be true and correct in all respects) both when made and at and as of the Closing Date;. (ii) the The Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there The Seller shall not have procured all of the authorizations, consents and approvals and given any required notice and made any required filing specified necessary to consummate the transactions contemplated hereby, including those in Section 4(b) of the Disclosure Schedule, if any; (iv) The Seller shall have delivered to the Buyer the consent of Westport National Bank to transfer the Westport Credit Facility to the Buyer, on terms and with documentation reasonably satisfactory to the Buyer and Westport National Bank, which documentation may include a security agreement from the Buyer in favor of Westport National Bank and a subordination agreement subordinating the Buyer Note to the Westport Credit Facility; (v) The Buyer shall have agreed to assume the Bridge Loans; (vi) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own the Acquired Assets and to operate the Business (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (vvii) the The Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv7(b)(i)-(iii) are pertaining to it is satisfied in all respects, (B) the resolution(s) and that no action, suit or proceeding of the Seller's board of directors authorizing type described in Section 7(b)(iv) has been brought or threatened against the Seller or its assets; (viii) The Seller shall have delivered to the Buyer a Secretary’s Certificate, in standard form, certifying as to the Seller's execution’s charter, delivery and performance bylaws, good standing certificates, resolutions of the Agreement stockholder and all matters in connection with directors thereof approving the Agreement and transactions contemplated thereby, hereby and (C) the incumbency of the officer Persons signing the same on behalf of the Seller; (ix) The Seller shall have executed and delivered the General Assignment and ▇▇▇▇ of Sale and all other transfer documents, including the Assignment of Servicemarks and Trademarks and the Copyright Assignment Agreement, to the Buyer; and (x) The Buyer shall have received all authorizations, consents, and approvals of governments and governmental agencies and given any required notice and made any required filings; (xi) The Buyer shall have received such pay-off letters, termination agreements, termination statements, releases of funded mortgages and other releases, if any, to be delivered against repayment by the Seller at or prior to the Closing of the Indebtedness of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) as the Buyer shall have received: reasonably requested, all in form and substance satisfactory to the lender(s) to the Buyer (Ain their sole discretion) from Hungarian Counsel and reasonably satisfactory to the Buyer. The Buyer shall have received duly executed releases of all Security Interests (other than Permitted Liens) on the assets of the Seller in form and substance reasonably satisfactory to the Buyer and its counsel and the Buyer shall have received judgment lien, tax and other lien searches with respect to the Seller, a legal the results of which indicate no liens on the assets of the Seller other than Permitted Liens; (xii) No more than 2% of the outstanding shares of Seller Common Stock shall be Dissenting Shares; (xiii) The Voting Agreement shall not have been breached in any material respects by any of the “Stockholders” defined therein; (xiv) The Buyer shall have received from counsel to the Seller an opinion in the form and substance as set forth in Exhibit L H attached hereto, addressed to the Buyer, and dated as of the Closing Date, ; (xv) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Zantop shall have executed and delivered an employment agreement to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion substantially in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached I-1 hereto (the “Zantop Employment Agreement”); (xvi) ▇▇. ▇▇▇▇▇▇▇ shall have been implemented in full executed and delivered an employment agreement to the Buyer's satisfaction; for Buyer substantially in the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements form set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii)I-2 hereto (the “▇▇▇▇▇▇▇ Employment Agreement”, Buyer shall have no obligation whatsoever to pay and collectively with the Purchase Price; (ix) Since the date of the this Zantop Employment Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effectthe “Employment Agreements”); (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:. (ia) the The representations and warranties set forth in Section 3(a) ARTICLE III and ARTICLE V above shall be true and correct in all material respects at and as of the Closing DateEffective Time, except to the extent that such representations and warranties are qualified by the term “material,” or contain the term “Material Adverse Effect” or “Material Adverse Change” in which case such representations and warranties shall be true and correct in all respects at and as of the Effective Time; (iib) the The Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiic) there There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (ivd) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the The Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary (i) a certificate of the Seller, as applicable, certifying (A) president of Seller to the effect that each of the conditions specified above in Section 9(a)(i)-(iv) are is satisfied in all respects, (Bii) the resolution(s) a copy of the Seller's board all corporate resolutions of directors Seller authorizing the Seller's execution, delivery and performance of the this Agreement and all matters in connection with the Agreement and consummation of the transactions contemplated therebyherein and therein, accompanied by the certification of the Secretary of Seller to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded, and (Ciii) a good standing certificate of Target from the incumbency Secretary of the officer State of the Seller executing the Agreement Delaware and all other documents executed and delivered in connection therewithFlorida; (vie) the relevant parties The Seller shall have entered into the agreements an IGRT Services Agreement with Target in the forms set forth in (A) form attached as Exhibit G (Agreement Amending C hereto, effective as of the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectEffective Time; (viif) the Buyer The Seller and Target shall have received: (A) from Hungarian Counsel executed a termination agreement as to certain obligations of the Sellerparties under Sections 3 and 4 of that certain contribution agreement dated September 24, a legal opinion 2008, and effective as of September 1, 2008, in the form set forth in Exhibit L attached hereto, agreed to by Seller and dated Buyer. (g) Each current director and officer of the Target shall have tendered his or her resignation from any position with the Target and provided a general release of all potential claims against the Target and the Buyer as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion Effective Time in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement7.1(g); (viiih) the Closing Arrangements set forth in Exhibit J attached hereto Target shall have been implemented in full to the Buyer's satisfaction; for the avoidance provided Buyer with evidence of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Priceany required third party consents; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (xi) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xij) The Buyer Target shall have had entered into an IGRT Sublease and Services Agreement with the opportunity to conduct a reasonable investigation Seller in the form attached as Exhibit D hereto (“IGRT Sublease Agreement”), effective as of the matters set forth in Schedule 3(a)(viiiEffective Time. (k) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) 7.1 if it executes a writing so stating at or prior to the Closing. (l) The Parties acknowledge that Seller has entered into that certain IMRT/IGRT Facility Sublease Agreement dated April 1, 2006 (the “Fluro Sublease”) with The Florida Urology Center, P.A. (“Fluro”), that under the Fluro Sublease Seller is obligated to provide certain assets and equipment for the benefit of Fluro in connection with Fluro’s provision of IGRT services, and included in the assets Seller is obligated to provide to Fluro under the Fluro Sublease are the personnel and supplies that will be provided by Target to Seller under the IGRT Sublease Agreement. Seller has advised Buyer of the existence of the Fluro Sublease and Buyer has had the opportunity to review the Fluro Sublease. Buyer and Seller believe the consent of Fluro is not required to effect the transactions contemplated in this Agreement but the parties acknowledge that Fluro may allege that its consent to the transactions contemplated hereby is required under one or more terms of the Fluro Sublease. Anything to the contrary contained herein notwithstanding, Buyer agrees and acknowledges that the consent of Fluro to the transactions contemplated hereby shall not be a condition precedent to Buyer’s obligations to consummate the transactions to be performed by it in connection with the Closing. Nothwithstanding the foregoing, Seller agrees to diligently pursue and use its best commercial efforts to enter into a new sublease agreement with Fluro as soon as practicable on or after the Closing Date. Such new sublease agreement with Fluro will reflect the material business terms of the IGRT Sublease Agreement, and will be structured such that Fluro will be foreclosed (whether by consent, waiver, release, or otherwise) from asserting any claim that the provision by AUA to Fluro of any of the personnel or supplies of Target breaches the Fluro Sublease.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) inss.3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall not have procured all of the third party consents specified inss.5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and (C) affect adversely the Agreement right of the Buyer to own the Acquired Assets and to operate the OpTest businesses of the Seller (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Sellerall items required to be delivered under ss.2(e) above, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xivi) The Buyer the Seller shall have had delivered to the opportunity Buyer a certificate to conduct a reasonable investigation the effect that each of the matters set forth conditions specified above in Schedule 3(a)(viiiss.7(a)(i)-(v) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein is satisfied in the event that the Closing shall occurall respects. The Buyer may waive any condition specified in this Section 9(ass.7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) i. the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) . the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there . no action, suit, or proceeding shall not be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) materially affect adversely the Agreement right of the Buyer to own the Acquired Assets or to operate the Acquired Assets (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); iv. the Sellers and the Buyer shall have been obtainedentered into the Assignment and Assumption of Customer Contracts; (v) v. the Seller Sellers and the Buyer shall have entered into the Assignment and Assumption of Supplier Contracts; vi. the Sellers shall have delivered to the Buyer certificates executed by the responsible officer or ▇▇▇▇ of Sale; vii. the secretary Sellers and the Buyer shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3 and Section 4 above; viii. the Seller, as applicable, certifying (A) Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(vii) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) ix. the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Sellers an opinion in the form and substance as set forth in Exhibit L I attached hereto, addressed to the Buyer, and dated as of the Closing Date, ; x. no later than ten days prior to the effect that (u) Closing, the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval Buyer shall have completed and shall be satisfied with its due diligence examination of any government or governmental agency in order to consummate the transactions Sellers; xi. the Buyer's board of directors has preliminarily approved the transaction contemplated by this Agreement, or if such notice filing, authorization, consent or and shall have provided final approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel prior to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement;Closing; and (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All xii. all actions to be taken by the Seller Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of each and all of the following conditions:conditions (PROVIDED, HOWEVER, that the Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or prior to the Closing): (i) each of the representations and warranties of the Seller set forth in Section 3(a) 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there no Adverse Consequence shall not be any injunctionpending or threatened, judgment, order, decree, ruling, or charge in effect preventing wherein an unfavorable determination would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyer to own, operate, or control the Acquired Assets, except where such adverse determination as to clause (C) would not constitute a Material Adverse Effect; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement Seller shall have been obtaineddelivered to the Buyer a certificate (without qualification as to knowledge or materiality or otherwise, except as to Section 7(a)(iii), which may be qualified to the Knowledge of the Seller) to the effect that each of the conditions specified above in clauses (i)-(iii) of Section 7(a) is satisfied in all respects; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer a current UCC-1 search profile that may affect or the secretary relate to any of the Seller, Acquired Assets as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithClosing Date; (vi) the relevant parties consents shall have entered into been received from the agreements in respective landlords of the forms set forth in (A) Exhibit G (Agreement Amending Division to the Warrants)assignments to the Buyer of substantially all of the respective leases for the Division, (B) Exhibit H (Assumption Agreement regarding on terms and conditions that are reasonably satisfactory to the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectBuyer; (vii) the Buyer each Party hereto shall have received: executed and delivered to the other Party an Allocation Schedule reasonably acceptable to the Buyer; (Aviii) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as 's Board of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate Directors shall have approved the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price;and (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will shall be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement shall have been approved by the vote of the requisite number of stockholders of the Seller as required by Massachusetts law; (ii) the representations and warranties set forth in Section 3(a) (S)3 above shall be true and correct in all material respects at and as of the Closing Date as though made at the Closing Date; (iiiii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiiiv) there the Seller shall not have procured all third party consents and regulatory approvals specified above; (v) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement shall have been obtainedright of the Buyer to own the Acquired Assets, to operate the former businesses of the Seller; (vvi) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv(S)6(a)(i)-(v) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vivii) the relevant parties Buyer and ▇▇▇▇▇▇▇ shall have entered into the agreements in the forms set forth in (A) Exhibit G (an Employment Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (viiviii) the Buyer and ▇▇▇▇▇▇▇ shall have entered into an Employment Agreement and the same shall be in full force and effect; (ix) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in the form and substance as set forth in Exhibit L C attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All satisfactory completion of due diligence by the Buyer; (xi) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; (xii) the Buyer is satisfied that any deemed offer of Buyer Common Stock to the Seller Shareholders pursuant to stockholder vote with respect to approval of this Agreement is exempt from registration under the Securities Act; and (xixiii) The the Buyer shall have had received evidence satisfactory to it of (i) the opportunity to conduct a reasonable investigation waiver of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred all prepayment penalties with respect to the Shares, Unsecured Notes and Warrants as a result repayment of the dispute described therein Seller Debt by the Buyer pursuant to (S) 2(c) and (ii) the cancellation of all Seller Debt and the termination of all security interests granted in connection with the event that the Closing shall occurSeller Debt. The Buyer may waive any condition specified in this Section 9(a(S)6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions, any of which may be waived by the Buyer only in writing: (i) the representations and warranties of the Sellers set forth in Section 3(a) 4 and the representations of Sellers set forth in Section 6 above shall be true and correct in all material respects at and as of the Closing DateDate and the Buyer shall have received a certificate from the Sellers to that effect; (ii) the Seller Sellers and TDL shall have delivered all updates or supplements to the Disclosure Schedule to make the information contained therein not misleading and the Buyer shall have received a certificate from the Sellers to that effect; (iii) the Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there Closing Date and the Buyer shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of have received a certificate from the transactions contemplated by this AgreementSellers that such covenants shall have been performed and complied with through the Closing Date; (iv) all necessary governmentalSellers' delivery to Buyer of a certificate that, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, they have no knowledge or belief of the existence any facts giving rise to a foreseeable material adverse change in the effect business of TDL taken as a whole, financial or otherwise, regardless of reason, including those changes that (u) the Seller need not give are as a result of any notice tolegislative or regulatory change, make revocation of any filing withpermits, licenses or rights to do business, failure to obtain any authorization, consent, permit at the normal time or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit Kmanner applied for by TDL, and dated as fire, explosion, accident, casualty, labor trouble, flood, riot, storm, condemnation or act of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes God or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyerotherwise; and (xiv) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing., the Sellers shall have delivered to Buyer the originals of the corporate documents included in Section 6(b) of the Disclosure Schedule;

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the The representations and warranties set forth in Section 3(a) 3 and Section 5 above shall be true and correct in all material respects at and as of the Closing DateDate and there shall not have occurred any Material Adverse Effect; (ii) The Shareholder and the Seller Company shall have performed and complied with all of their his covenants hereunder in all material respects through the Closing; (iii) there No action, suit, or proceeding shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction, or before any arbitrator, wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller The Shareholder shall have delivered to the Buyer certificates executed by a certificate, to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv9(a)(i) are through 9(a)(iiI) is satisfied in all respects; (v) The Company and the Shareholder shall have received all other authorizations, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated therebyconsents, and (Capprovals of governments and governmental agencies referred to in Section 3(b) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithSection 5(d) above; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the The Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Shareholder an opinion in the form and substance as set forth in Exhibit L D attached hereto, addressed to the Buyer and dated as of the Closing Date, to ; (vii) The Shareholder shall have entered into the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Employment Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto The Shareholder shall have been implemented in full to entered into the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase PriceNoncompetition Agreement; (ix) Since the date of the this Agreement, no event or events The Shareholder shall have occurred which have had or reasonably may be expected caused Trison to have a Material Adverse Effectenter into the Lease Amendment; (x) All actions to be taken by the Seller Shareholder in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; (xi) At least five business days prior to the Closing, the Buyer shall have received a balance sheet prepared by the Company, estimating the assets, liabilities and shareholders' equity of the Company as of the Closing Date (the "Estimated Closing Date Balance Sheet"). The Estimated Closing Date Balance Sheet shall be prepared in accordance with the method set forth in Section 11(a) for the preparation of the Draft Closing Date Balance Sheet and will reflect the Shareholders' Equity of at least $5,750,000 including cash of at least $1,000,000. The Buyer shall not have objected to, challenged or otherwise repudiated any of the amounts included in the Estimated Closing Date Balance Sheet; (xii) Reserved; (xiii) The Company shall have delivered evidence of its qualification to do business in each jurisdiction where it is so qualified and a certificate of good standing issued by the Secretary of State of each such jurisdiction demonstrating that the Company is in good standing in that jurisdiction; (xiv) The board of directors of the Buyer shall have approved the consummation of the transaction contemplated by this Agreement; (xv) The Company shall have distributed to the Shareholder its interest in Trison; (xvi) The Company shall have terminated its licensing agreement with Texel Systems, Inc. pursuant to which the Company licenses to such entity the name "Texel." The Shareholder shall use his best efforts to cause Texel Systems, Inc. to change its name so as not to include the word "Texel"; and (xixvii) The Buyer Shareholder shall have had the opportunity provided to conduct a reasonable investigation Buyer financial projections in respect of the matters set forth Company for the years 1999, 2000 and 2001, in Schedule 3(a)(viii) of this Agreement form and satisfy itself that no material commercial risk will be transferred with respect substance reasonably satisfactory to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurBuyer. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Entities shall have performed and complied with all of their covenants hereunder in all material respects through with all of the covenants of the Seller Entities hereunder that are required to be performed or complied with prior to the Closing; (iii) there no action, suit, or proceeding (other than any action, suit or proceeding to which Sections 5(b) or 7(a)(v) refer or relate) shall not be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent or materially delay consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) materially and adversely affect the right of the Buyer to own the Company Shares and to control the Company, or (D) materially and adversely affect the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv7(a) are (i) - (iii) is satisfied in all respects, ; (Bv) the resolution(sParties and the Company shall have received all of the authorizations, consents, and approvals of governments and governmental agencies pursuant to the HSR Act and as set forth in Section 7(a)(v) of the Seller's board of directors authorizing Disclosure Schedule (collectively, the Seller's execution“Requisite Consents”); provided, delivery and performance however, that the foregoing condition to the obligation of the Agreement and all matters in connection with Buyer shall not apply to any failure to obtain any such authorization, consent or approval that arises from the Agreement and transactions contemplated therebyBuyer’s breach of any representation, and (C) warranty or covenant hereunder or the incumbency Buyer’s withdrawal of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithits application for any such authorization, consent or approval; (vi) Any Person required in connection with the relevant parties transactions contemplated hereby to file a notification and report form in compliance with the HSR Act shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect;filed such form. (vii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Seller an opinion in the form and substance as set forth in Exhibit L B attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; (ix) the Buyer shall have received the current updated corporate record book, including without limitation the Company bylaws, stock transfer ledger, minutes, resolutions, consents, and all other corporate documents; and (xix) The Buyer the Seller Entities shall have had caused the opportunity Company to conduct a reasonable investigation transfer all of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect Divested Items to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurSeller. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Parent and Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there all consents required in connection with the assignment of the Trust Preferred Documents shall not have been obtained; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own the Acquired Assets, or to operate the former businesses of the Sellers (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller Parent and Sellers shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Robert Kassel shall have entered into executed the agreements Non Competition Agreement attach▇▇ ▇▇ ▇▇▇ ▇▇▇m of Exhibit H and the Consulting Agreement attached in the forms set forth in (A) form of Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectJ; (vii) Parent and Sellers shall have executed and delivered all of the documents required under Section 2(e)(i) hereof including, but not limited to, those documents necessary to (A) assign all of the obligations of Parent under the Trust Agreement, the Indenture, the Junior Subordinated Debentures and the Guarantee and (B) to transfer the 251,981 shares of Trust Preferred Securities owned by Parent to Buyer; (viii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Sellers and Parent an opinion in the form and substance as set forth in Exhibit L F attached hereto, addressed to the Buyer, and dated as of the Closing Date; (ix) under terms reasonably satisfactory to Buyer, the Buyer shall have obtained the consent of Foothill to the effect that (u) assignment of the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Refinancing Documents and shall have obtained the additional financing required in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effecthereby; (x) All actions to be taken by the Seller in connection with consummation terms and conditions of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required referred to effect the transactions contemplated hereby in Section 2(e)(ii)(D) will be reasonably satisfactory in form and substance to the Buyer; (xi) the Registration Statement shall have become effective and no stop order suspending such effectiveness or qualification shall have been issued or proceedings for such purpose shall have been instituted or threatened; and (xixii) The the Buyer and Parent shall have had agreed upon and delivered the opportunity to conduct a reasonable investigation of Deferred Payment Schedule and the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occurAllocation Schedule. The Buyer may waive any condition specified in this Section 9(a6(a) other than the conditions specified in 6(a)(iii), (vii) and (xi) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall not have procured all of the third party consents specified in Section 5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own the Acquired Assets (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(iv) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties Buyer shall have entered into received from counsel to the agreements Seller an opinion in the forms form and substance as set forth in (A) Exhibit G (Agreement Amending attached hereto, addressed to the Warrants)Buyer, (B) Exhibit H (Assumption Agreement regarding and dated as of the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effectClosing Date; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the executed Lock-Up Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay entered into the Purchase Priceemployment agreements described in Section 9(a) below; (ix) Since the date of the this Agreement, no event or events Seller Shareholders shall have occurred which have had or reasonably may be expected executed and delivered to have a Material Adverse Effect;the Buyer the Non-Competition Agreements described in Section 9(b) below; and (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) there the Seller shall not have procured all of the third party consents specified in Section 5(b) above; (iv) except as otherwise disclosed herein, no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the Agreement right of the Buyer to own the Company Assets and to operate the Z-AXIS, INC Business (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller shall have delivered to the Buyer certificates executed by a certificate to the responsible officer or the secretary of the Seller, as applicable, certifying (A) effect that each of the conditions specified above in Section 9(a)(i)-(iv6(a)(i)-(v) are is satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith;. (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyerBuyer and its counsel; and (xivii) The Seller agrees with the Buyer that the inventory to be transferred to the Buyer at the Closing date shall have had the opportunity to conduct a reasonable investigation consist of total inventory as set forth on Schedule 1, which list of inventory shall be run off of the matters set forth in Schedule 3(a)(viii) Company’s MRP system before the start of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants business as a result of the dispute described therein in the event that the Closing shall occurDate. The Buyer may waive any condition specified in this Section 9(a6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there the Target shall not have procured all of the third party consents specified in Section 5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (ivB) all necessary governmental, shareholder and third party consents and approvals in connection with cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the Agreement right of the Buyer to own the Class A Units and to control the Target, or (D) affect adversely the right of the Target to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall have been obtainedbe in effect); (v) the Seller Sellers shall have delivered to the Buyer certificates executed by a certificate dated the responsible officer or Closing Date to the secretary of the Seller, as applicable, certifying effect that (A) that each of the conditions specified above in Section 9(a)(i)-(iv7(a)(i)-(iv) are is satisfied in all respects, ; (B) the resolution(sall deferred wages, salaries, commissions, bonuses or other direct compensation set forth on Section 4(w) of the Seller's board of directors authorizing Disclosure Schedule have been paid in full by the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, Sellers; and (C) all fees and expenses owing to the incumbency of Target's investment advisors have been paid in full by the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewithSellers; (vi) the relevant parties Sellers shall have entered into delivered to the agreements in Buyer a certificate dated as of the forms set forth in Closing Date certified by the Seller Representatives attaching duly authorized resolutions (Aor similar document) Exhibit G (of the members of the Target approving this Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effecttransactions contemplated hereby; (vii) the Buyer shall have received: (A) received from Hungarian Counsel of counsel to the Seller, a legal Sellers an opinion in the form and substance as set forth in Exhibit L C attached hereto, addressed to the Buyer, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay received, effective as of the Purchase PriceClosing, the resignation of each manager (solely in his capacity as manager) of the Target; (ix) Since the date Buyer shall have received waiver letters in form and substance as set forth in Exhibit D attached hereto from individuals holding at least 95% of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effectoutstanding Options; (x) All the Buyer shall have received reasonable assurances that the Target employees listed on Annex II will become employees of the Buyer following the Closing on terms mutually agreeable to the Buyer and such employees; (xi) each of the Sellers listed in Section A of Annex III shall have executed a Non-Compete Agreement in form and substance as set forth in Exhibit E-1 attached hereto, and each of the Sellers listed in Section B of Annex III shall have executed a Non-Compete Agreement in form and substance as set forth in Exhibit E-2; (xii) the Seller Representatives and the Escrow Agent shall have executed an Escrow Agreement in form and substance as set forth in Exhibit F attached hereto (the "Escrow Agreement"); and (xiii) all actions to be taken by the Seller Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following conditions:further conditions (any of which may be waived in writing, in whole or in part, by the Buyer): (a) (i) the representations and warranties set forth in Section 3(a) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their covenants its material obligations hereunder required to be performed by it on or prior to the Closing Date, and (ii) the representations and warranties of the Seller contained in all material respects through Article III of this Agreement shall be true and correct as of the ClosingEffective Date and on the Closing Date as though restated on and as of such date (except in the case of any representation or warranty that by its terms is made as of a date specified therein, such representation or warranty shall be accurate as of such date); (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (ivb) all necessary governmentalapprovals and consents required from any Governmental Authority (including ▇▇▇▇▇, shareholder but excluding ▇▇▇▇), listed in Schedule 3.3, and any other third party shall have been obtained and copies of such approvals and consents shall have been provided to the Buyer (except for the consent of BNDES and approvals other creditors for borrowed money listed in connection with Schedule 3.4(c) under “Other Lenders”, in respect of which consents the transactions contemplated by condition shall be that a response from BNDES or such other creditors to the Agreement consent request shall have been obtained, regardless of such response being a consent or a denial of such consent; provided that the Seller shall have fully cooperated with the Buyer and the Company and executed all such documents and taken all such further action as necessary or as reasonably requested by the Buyer, at Buyer’s expense, to obtain such consents or procure that the Company obtain financing from a third-party financial institution, in the terms negotiated by the Buyer, in order to refinance all debt owed by the Group to BNDES and such other creditors); (vc) the Buyer shall have received a duly executed legal opinion, dated the Closing Date, of Italian counsel to the Seller satisfactory to the Buyer, substantially in the form of Schedule 7.1(c), as to the valid execution, due authorization, authority of the signatories and validity and enforceability of this Agreement and the provisions hereof against the Seller, subject to customary qualifications agreed upon with the Buyer; (d) since the date of the Reference Financials and until the Closing Date, there shall have been no event or circumstance, either individually or in the aggregate, that has caused or could reasonably be expected to cause Damages to the Company, any other entity of the Group, the Buyer, CEMIG and/or their Affiliates equal to or greater than EUR 70,000,000.00; (e) the Seller shall have delivered to the Buyer, at least five Business Days prior to the Closing Date, the latest consolidated financial statements of the Company required to be presented pursuant to CVM regulations; (f) the Intercompany Loan shall have been amended to the Buyer s satisfaction in order to clarify that, upon prepayment of the Intercompany Loan, interest shall be calculated on the basis of actual days elapsed until such prepayment and to extend the maturity date to May 31, 2010; (g) the Seller shall have delivered to the Buyer certificates copy of a waiver duly executed by the responsible officer or lenders the secretary of the Seller▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇-▇▇▇▇▇/▇▇, as applicabledated December 15, certifying 2006, among Banco BNP Paribas Brasil S.A., Banco Santander Banespa S.A., Banco Citibank S.A., Novatrans Energia S.A. (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby“Novatrans”), and the bank credit bills (Ccédulas de crédito bancário) issued in accordance therewith, with respect to the incumbency of failure by Novatrans to grant to the officer of lenders the Seller executing the Agreement collateral required under such agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) bank credit bills or evidence satisfactory to the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it failure has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyerproperly cured; and (xih) The the entering by the Buyer into this Agreement shall have had the opportunity to conduct a reasonable investigation been ratified by CEMIG’s shareholders in accordance with Article 256 of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the ClosingBrazilian Corporations Law.