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

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only). (b) The Seller and the Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction (or fulfillment at or prior to the Closing of the following conditions, any of which may be waived waiver in whole or in part writing by the Purchaser in writingits sole discretion) of the following further conditions: (a) All representations and warranties Each of the Seller contained in this Agreement Seller’s Fundamental Representations shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects at and as of the Closing with the same effect Date as though such representations and warranties were if made at and as of the Closing (Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than any representation or warranty that is expressly made as the Seller’s Fundamental Representations where the failure of a specified date, which shall such representations and warranties to be true and correct would not reasonably be expected to result in all material respects as of such specified date only).a Material Adverse Effect; (b) The Seller and the Company shall have performed and or complied in all material respects with all the obligations and covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing.; (c) There shall be in effect no Law or injunction issued by a court During the period from the date of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after Agreement until the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, no event shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which occurred that has had, or would reasonably be expected to have, a Material Adverse Effect Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or has resulted otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or could reasonably caused to be expected executed and delivered) to result in a Material Adverse Changethe Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment or fulfillment Purchaser’s waiver, at or prior to before the Closing Date, of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All The representations and warranties of the Seller contained Vendor set out in this Agreement Section 5.1 and any certificate or other writing delivered pursuant hereto shall be true and correct (in the case of representations and warranties qualified as to materiality) or true and correct in all material respects at (in the case of other representations and warranties) on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing such date (other than any representation or warranty except those representations and warranties that is expressly made address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects) and except for those failures to be so true and correct as would not reasonably be expected to have, individually or in all material respects as the aggregate, a Material Adverse Effect on the ability of such specified date only). (b) The Seller the Vendor and the Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement Purchaser to be performed or complied with by it at or prior to the Closing. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of consummate the transactions contemplated by this Agreement.; (db) The Seller Vendor shall have delivered to the Purchaser vacated or discharged all of the certificates. instruments construction liens on the title of any of the M2M Project Phase 1 Properties no later than the Closing Date, and other documents required there is no construction lien registered on title of any of the M2M Project Phase 1 Properties on the Closing Date; and (c) All the terms, covenants and agreements set forth in this Agreement to be delivered complied with or performed by the Seller at Vendor on or prior to before the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, Date shall have been obtained and copies of complied with or performed by such consents shall have been delivered to Parties in all material respects on or before the PurchaserClosing Date. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment or fulfillment waiver, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All 7.3.1. the representations and warranties of the Seller Sellers contained in this Agreement shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which Section 3 shall be true and correct in all material respects as of the date hereof and as of the Closing as though restated on and as of such specified date onlydate, provided that solely for the purpose of this Section 7.3.1 any inaccuracies in such representations and warranties as of the Closing Date shall be disregarded if all such inaccuracies, considered collectively, do not constitute a Material Adverse Effect (it being understood that any materiality qualification contained in such representations and warranties shall be disregarded for this purpose).. The foregoing shall not be in limitation of any rights and remedies, including under Section 9 hereof, that the Purchaser may have with respect to any such inaccuracies whether or not they constitute a Material Adverse Effect; (b) The Seller and the Company shall have performed and complied in all material respects with all 7.3.2. the covenants and agreements required by obligations contained in this Agreement to be performed or complied with by it Sellers on or before the Closing (including, without limitation, all obligations which Sellers would be required to perform at or prior to the Closing.Closing if the transactions contemplated hereby were consummated) shall have been complied with in all material respects; (c) There 7.3.3. there shall be in effect no Law action, suit, proceeding or injunction issued investigation by a court of competent jurisdiction making illegal or otherwise prohibiting before any court, administrative agency or restraining the consummation of other Governmental Authority, to restrain, prohibit or invalidate the transactions contemplated by this Agreement. (d) The Seller shall have delivered , or which may affect the right of the Sellers to sell, transfer or assign to the Purchaser all Purchaser, or the right of the certificates. instruments Purchaser to purchase and other documents required to be delivered by assume, the Seller Assets or any material portion thereof, at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has hadnot been initiated by the Purchaser or its Affiliates, family members, representatives or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result any party acting in a Material Adverse Changeconcert with any of the foregoing.

Conditions to Obligations of the Purchaser. The obligations obligation of the ------------------------------------------ Purchaser to consummate purchase the transactions contemplated by this Agreement are Securities at the Closing is subject to the satisfaction or fulfillment at on or prior to the Closing Date of the following conditions, any of which may be waived in whole or in part by the Purchaser in writingPurchaser: (a) All The representations and warranties of made by the Seller contained Company in this Agreement Section 3 hereof shall be true and correct when made, and shall be true and correct in all material respects at on the Closing Date with the same force and effect as if they had been made on and as of said date; the Company shall not have been adversely affected in any material way prior to the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only). (b) The Seller Date; and the Company shall have performed all obligations and complied in all material respects with all the covenants and agreements conditions herein required by this Agreement to be performed or complied with observed by it at the Company on or prior to the ClosingClosing Date. b) The Company shall have obtained any and all consents (c) There shall be including all governmental or regulatory consents, approvals or authorizations required in effect no Law connection with the valid execution and delivery of this Agreement), permits and waivers necessary or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the appropriate for consummation of the transactions contemplated by this Agreement. The Company, the Holders of the Company's Series A Preferred Stock, Series B Preferred Stock and the Series C Preferred Stock and the Purchaser shall have entered into Amendment No. 2 to the Rights Agreement attached hereto as Exhibit C. --------- c) The purchase of the Securities by the Purchaser hereunder shall be legally permitted by all laws and regulations to which Purchaser and the Company are subject. d) The Articles shall have been filed with the California Secretary of State, and shall be in full force and effect at the Closing. e) The Company shall have delivered to Purchaser a Certificate, executed by the President of the Company, dated the Closing Date, certifying the fulfillment of the conditions specified in subsections (a), (b) and (d) of this Section 5.1. f) The Seller Purchaser shall have received from ▇▇▇▇, ▇▇▇▇, ▇▇▇▇ & Freidenrich, counsel to the Company, an opinion addressed to it, dated the Closing Date, in the form of Exhibit D. g) The Development and Marketing Agreement of the even date herewith (the "Ancillary Agreement") shall have been executed and delivered by the Company. h) The Company shall have delivered to the Purchaser all Good Standing Certificates from the California Secretary of the certificates. instruments State and other documents required to be delivered by the Seller at or Franchise Tax Board dated not more than ten (10) days prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofDate. (ei) All consents from Governmental Authorities and other parties necessary The Company shall have delivered to Purchaser a Certificate of Incumbency, executed by the consummation Secretary of the transactions contemplated hereby and by Comany, dated the Ancillary Agreements and for Closing Date, certifying the operation incumbency of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the PurchaserCompany's President. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate subscribe for the transactions First Tranche Shares and pay the First Tranche Purchase Price as contemplated by this Agreement are subject to the satisfaction satisfaction, on or fulfillment at or prior to before the Closing First Closing, of the following conditions, any of which may be waived in whole or in part writing by the Purchaser in writingits sole discretion: (ai) All representations and warranties of the Seller contained in this Agreement (x) The Company Fundamental Warranties shall be have been true and correct in all material respects at on and as of the First Closing with the same effect Date as though such representations and warranties were made at on and as of the First Closing Date (other than any representation or warranty except for representations and warranties that is expressly made speak as of a specific date, in which case on and as of such specified date, which ); and (y) other representations and warranties of the Company contained in Section 3.01 of this Agreement shall be have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the First Closing Date as though such representations and warranties were made on and as of the First Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date); disregarding, in each case of (x) and (y) and solely for purposes of this Section 2.03(c)(i), the effect of any disclosure contained in any Company SEC Documents filed or furnished after the date only)hereof. (bii) The Seller and the Company shall have performed and complied in all material respects with all the agreements, covenants and agreements required by obligations contained in this Agreement that are required to be performed or complied with by it at on or prior to before the First Closing. (ciii) There shall be in effect have been no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining Material Adverse Effect with respect to the consummation of Company from the transactions contemplated by this Agreementdate hereof to the First Closing Date. (div) The Seller shall have delivered to the Purchaser all of the certificates. instruments All corporate and other documents actions required to be delivered taken by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofCompany in connection with this Agreement shall have been completed. (ev) All consents from Governmental Authorities The ADSs (I) shall be designated for quotation or listed on the Nasdaq Global Market and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (fII) There shall not have been any eventsuspended, condition, development or change since as of the Latest Balance Sheet First Closing Date, which has hadby the SEC or the Nasdaq Global Market from trading on the Nasdaq Global Market nor shall suspension by the SEC or the Nasdaq Global Market have been threatened, as of the First Closing Date, either (A) in writing by the SEC or would reasonably be expected to have, a Material Adverse Effect the Nasdaq Global Market or has resulted or could reasonably be expected to result in a Material Adverse Change(B) by falling below the minimum listing maintenance requirements of the Nasdaq Global Market.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate subscribe for the transactions Second Tranche Shares and pay the Second Tranche Purchase Price as contemplated by this Agreement are subject to the satisfaction satisfaction, on or fulfillment at or prior to before the Closing Second Closing, of the following conditions, any of which may be waived in whole or in part writing by the Purchaser in writingits sole discretion: (ai) All representations and warranties of the Seller contained in this Agreement (x) The Company Fundamental Warranties shall be have been true and correct in all material respects at on and as of the Second Closing with the same effect Date as though such representations and warranties were made at on and as of the Second Closing Date (other than any representation or warranty except for representations and warranties that is expressly made speak as of a specific date, in which case on and as of such specified date, which ); and (y) other representations and warranties of the Company contained in Section 3.01 of this Agreement shall be have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the Second Closing Date as though such representations and warranties were made on and as of the Second Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date); disregarding, in each case of (x) and (y) and solely for purposes of this Section 2.06(c)(i), the effect of any disclosure contained in any Company SEC Documents filed or furnished after the date only)hereof. (bii) The Seller and the Company shall have performed and complied in all material respects with all the agreements, covenants and agreements required by obligations contained in this Agreement that are required to be performed or complied with by it at on or prior to before the Second Closing. (ciii) There shall be in effect have been no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining Material Adverse Effect with respect to the consummation of Company from the transactions contemplated by this AgreementFirst Closing Date to the Second Closing Date. (div) The Seller ADSs (I) shall be designated for quotation or listed on the Nasdaq Global Market and (II) shall not have been suspended, as of the date of the Second Closing Date, by the SEC or the Nasdaq Global Market from trading on the Nasdaq Global Market nor shall suspension by the SEC or the Nasdaq Global Market have been threatened, as of the date of the Second Closing Date, either (A) in writing by the SEC or the Nasdaq Global Market or (B) by falling below the minimum listing maintenance requirements of the Nasdaq Global Market. (v) The Company shall have duly filed with the SEC the Company’s annual report on Form 20-F for the year ended December 31, 2019 on or prior to June 15, 2020 (such annual report as first filed with the SEC on or prior to June 15, 2020 and disregarding any subsequent amendment, the “Company 2019 Annual Report”). (vi) The consolidated balance sheets of the Company as of December 31, 2019, the related consolidated statements of comprehensive income (loss), changes in shareholders’ equity, and cash flows for the year ended December 31, 2019, and the related notes, as contained in the Company 2019 Annual Report (collectively, the “2019 Audited Financial Statements”) have been audited by KPMG Huazhen LLP (the “Company Auditor”). The Company 2019 Annual Report shall include a report of independent registered public accounting firm issued by the Company Auditor, which shall set forth the unqualified opinion of the Company Auditor that the 2019 Audited Financial Statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with U.S. GAAP. (vii) Each of the Key Metrics as reported in the Company 2019 Annual Report is not less than 95% of the amount reported for such Key Metric in the Company 2019 Preliminary Results Announcement. (viii) The Company shall have delivered to the Purchaser all a certified true copy of the certificates. instruments and other documents required to be delivered register of directors of the Company, dated no later than the Second Closing Date, evidencing that the person designated by the Seller at or prior Purchaser (the “Initial Investor Director”) has been duly elected to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation board of directors of the transactions contemplated hereby Company as a director, and by the Ancillary Agreements and for the operation board of directors of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 Company consists of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaserseven (7) directors. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are hereunder is subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, conditions (any of which may be waived in whole or in part by the Purchaser in writing:Purchaser): (a) All the Financing contemplated by the Cerberus Commitment Letter shall have been consummated; (b) the Seller shall have delivered, or caused the Escrow Agent to have delivered to the Purchaser original stock certificates representing the Shares, together with such instruments of assignment, conveyance and transfer as Purchaser may deem necessary or desirable, duly executed by the Seller; (i) the representations and warranties of the Seller contained set forth in this Agreement shall be true and correct in all material respects at documents delivered to the Purchaser hereunder and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which thereunder shall be true and correct in all material respects as of such specified date only). the Closing Date as though made on and as of the Closing Date; (bii) The Seller and the Company no order, writ, injunction or decree shall have performed been entered and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) There shall be in effect no Law that restrains, enjoins or injunction issued by a court of competent jurisdiction making illegal invalidates, or otherwise prohibiting or restraining the consummation of materially adversely affects the transactions contemplated by this Agreement.; and (iii) the Seller shall have performed each of the obligations required to be performed by it under this Agreement on or prior to the Closing Date; (d) The the Stockholder Notice Period shall have expired; (e) the NMFS Consent shall have been obtained; (f) the Seller shall have delivered to the Purchaser all a certificate of the certificates. instruments and other documents required to be delivered by Chief Executive Officer of the Seller at or prior confirming compliance with the conditions set forth in Section 8.2(c); (g) the Seller shall have delivered to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation Purchaser a Certificate of the transactions contemplated hereby and by the Ancillary Agreements and for the operation Secretary or Assistant Secretary of the Business after Seller, together with true and correct copies of the ClosingSeller’s articles of incorporation and bylaws, including those consents set forth on Schedule 4.4 and Schedule 4.5 all amendments thereto, true and correct copies of the resolutions of the Seller’s board of directors and stockholders authorizing or ratifying the execution, delivery and performance of this Agreement, and the names of the officer or officers of the Seller authorized to sign this Agreement, together with a sample of the true signature of each such officer; (h) the Seller’s counsel (which may include the law firms of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇ and Wedge) shall have been obtained and copies delivered its legal opinion in the form of such consents Exhibit E annexed hereto; (i) TM Capital Corp. shall have been delivered to the Purchaser.Purchaser a certificate in which it shall have confirmed the TM Capital Solvency Opinion as of the Closing Date and the Seller’s right to continue to rely thereon; provided, however, that if TM Capital Corp. is unwilling or unavailable to deliver such certificate, the Purchaser shall use its reasonable best efforts to engage another investment banking firm and provide it with the necessary background materials for the purposes of delivering such certificate; (fj) There the Seller shall not have been any eventdelivered to the Purchaser resignations of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, condition, development or change since dated the Latest Balance Sheet Date, which has had, or would Closing Date and in the form attached as Exhibit F; and (k) the Seller shall have delivered to the Purchaser such other documents and instruments as may be reasonably be expected required to have, a Material Adverse Effect or has resulted or could reasonably be expected consummate the transactions contemplated by this Agreement and to result in a Material Adverse Changecomply with the terms hereof.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, but compliance with any of which such conditions may be waived in whole or in part by the Purchaser in writing: (a) Seller shall have delivered to Purchaser a schedule showing a list of ValidSoft and/or ValidSoft UK employees and the amounts (in stock or in dollar amounts to be converted into stock of the Seller) they have been or will be offered by Seller, as set forth on Exhibit E. (b) Seller shall make the following available to Purchaser, to the extent they are in Seller’s possession or under Seller’s control, or otherwise in the form provided by A▇▇▇ ▇▇▇▇▇ to Seller: (i) a copy of the current version of the charter documents of ValidSoft and ValidSoft UK, (ii) a copy of the Articles of Association of ValidSoft and ValidSoft UK. (c) Seller shall have delivered to Purchaser the consolidated audited financial statements of Seller, for the year ended December 31, 2015. (d) To the extent they are in Seller’s possession and to the extent they are not already in Purchaser’s possession, Seller shall make available and shall not prohibit Purchaser from making copies of the following: the unaudited financial statements of ValidSoft and ValidSoft UK for the three month period ended June 30, 2016. Seller makes no representation or warranty as to the accuracy or completeness of such financial statements. (e) All representations and warranties of the Seller contained in this Agreement shall be are true and correct in all material respects (if qualified by materiality) or in all respects (if not qualified by materiality) at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only). (b) The Seller and the Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing. (cf) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller shall have delivered to the Purchaser all a copy of the certificates. instruments resolutions unanimously adopted by the independent directors of Seller, authorizing this Agreement and other documents required the Related Agreements; Seller makes no representation or warranty as to the content, truth, accuracy or completeness of any of the documents, financial statements and books and records of ValidSoft and ValidSoft UK which may be delivered to Purchaser by the Seller at or prior which Purchaser may otherwise receive access to pursuant to this Section 5.02. Purchaser acknowledges that all such documents, financial statements and books and records are based upon information provided by one or more officers of Purchaser to Seller, and that Seller shall have no liability to Purchaser, ValidSoft or ValidSoft UK related to any such items to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation extent that they are based on information provided by either of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the PurchaserCompanies or their respective Representatives. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction fulfillment or fulfillment the Purchaser’s waiver, at or prior to before the Closing Closing, of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing:conditions:‌ (a) All The representations and warranties of the Seller contained Vendors and Company set out in this Agreement shall Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto will be true and correct in all material respects at on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing such date (other than any representation or warranty except those representations and warranties that is expressly made address matters only as of a specified date, the accuracy of which shall be true and correct determined as of that specified date in all material respects as of such specified date onlyrespects). (b) The Seller Vendors and the Company shall have duly performed and complied in all material respects with all the agreements, covenants and agreements conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it at before or prior to on the ClosingClosing Date. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining The Purchaser will have received the consummation of the transactions contemplated by this Agreementapplicable Exchange Approval. (d) The Seller shall have delivered to From the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 date of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall there will not have been occurred any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect Effect, nor will any event or has resulted events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse ChangeEffect. (e) The Vendors and Company (if applicable) will have delivered to the Purchaser duly executed (by the Vendors or such other Persons, as applicable) counterparts of the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in this Agreement. (f) The Vendors will have delivered, or caused to be delivered, to Purchaser share certificates representing the Purchased Shares, duly endorsed in blank or accompanied by forms of share transfers or other instruments of transfer duly executed in blank. (g) The Company shall have delivered to the Purchaser a certificate of good standing in its jurisdiction of incorporation dated no more than two (2) business days prior to the Closing Date. DocuSign Envelope ID: B5479193-97B5-4F55-A308-0DF11CF12692 (h) The Purchaser will have received the Company Resolutions. (i) The Purchaser shall be satisfied, in its sole discretion, with the results of its due diligence investigations respecting the Company, its business and its assets. (j) The Vendors and Company shall have obtained any and all consents, approvals, orders or authorizations of, or declarations or filings with, any third party required to be obtained by the Company or the Vendors in connection with the execution and delivery of this Agreement or the completion by the Company and the Vendors of the Transaction, which for clarity includes any third party under a Material Contract or in connection with the transfer of any license or permit necessary for the ordinary operation of the Target Business. (k) The Vendors shall have delivered to the Purchaser such other documents or instruments as the Purchaser reasonably requests that are reasonably necessary to consummate the transactions contemplated by this Agreement. (l) The Company shall have delivered to the Purchaser (to the extent the Company possesses or has access to) all information necessary to access the Company’s banking accounts, such information to include lock-out codes, pass-key numbers, pass-words, communicator identification, programming information, crypto wallet and such other information as the Purchaser may request and the Company shall have taken all steps in its power to update the signatories on its banking accounts to reflect the new ownership of the Company on the Closing. The conditions set forth in this Section 7.1 are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing in whole or in part on or before the Closing.

Conditions to Obligations of the Purchaser. The Purchaser’s obligations of the Purchaser to consummate the transactions contemplated by this Agreement hereunder are subject to the satisfaction or fulfillment at each Closing, on or prior to the applicable Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Purchaser in writingPurchaser: (a) All The representations and warranties of made by the Seller contained Company in this Agreement Section 2 shall be true and correct in all material respects at when made, and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects on the applicable Closing Date (with such updating changes as are acceptable to the Purchaser), with the same force and effect as though made on and as of such specified date onlydate; as of the applicable Closing Date there shall have been no change, the result of which would have, either individually or in the aggregate, a material adverse effect on the assets or financial condition of the Company (a “Material Adverse Effect”). (b) The Seller and ; the Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement or any other agreement related hereto to be performed or complied with by it at or prior to the applicable Closing; there shall not exist any “Event of Default” (as defined in the applicable promissory note) under any of the then outstanding Notes or the $8 million Senior Convertible Promissory Note issued to Purchaser under the Note and Warrant Purchase Agreement dated as of January 5, 2005; and the Company shall have furnished to the Purchaser on the applicable Closing Date a certificate to these effects, signed by the President of the Company. (cb) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining On the consummation of applicable Closing Date, the transactions contemplated by this Agreement. (d) The Seller Company shall have executed the applicable Note and delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered it to the Purchaser. (c) On the applicable Closing Date, the Purchaser shall have received from ▇▇▇▇▇▇ Godward LLP, counsel for the Company, its opinion with respect to the transactions contemplated hereby, which opinion shall be satisfactory to the Purchaser. (d) Except for the notices required or permitted to be filed after the applicable Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Securities. (e) At the applicable Closing, the sale and issuance by the Company, and the purchase by the Purchaser, of the Securities shall be legally permitted by all laws and regulations to which each Purchaser or the Company is subject. (f) There All corporate and other proceedings in connection with the transactions contemplated at the applicable Closing and all documents and instruments incident to such transaction shall not be reasonably satisfactory in substance and form to the Purchaser. (g) The Company will have obtained all required consents to amend its Second Amended and Restated Investor Rights Agreement dated August 8, 2003, as amended on July 1, 2004, to give the Conversion Shares customary registration rights by including those shares within the definition of Registrable Securities defined therein (the “Amended Investor Rights Agreement”) and Purchaser will have delivered to the Company its countersignature to the Amended Investor Rights Agreement pursuant to which Purchaser shall be bound by the terms and conditions thereof applicable to holders of Registrable Securities. (h) All instruments, and legal and corporate proceedings, in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser, and the Purchaser shall have received copies of all documents, including records of corporate proceedings, which the Purchaser may have reasonably requested in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authorities. (i) The Subordination Agreement and any other junior security documents required by the Purchaser, if applicable, shall have been executed and delivered in accordance with Section 1.4(b). (j) The Company shall have executed, if applicable, and delivered in final form appropriate for filing with the applicable government office, the Security Agreement, the Financing Statements and all other filings and instruments that Purchaser has requested in order to perfect its Security Interest. (k) In the case of the Second Closing, if any eventloans by Launch Facility Lenders to finance the Launch Facility are outstanding, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse ChangeCompany and the Launch Facility Lenders shall have executed and delivered the Intercreditor Agreement.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Closing is subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All (i) The representations and warranties of the Seller contained in this Agreement Company that are qualified by materiality or Material Adverse Effect shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties which address matters only as of a particular date shall have been true and correct only on such date), (ii) the representations and warranties of the Company that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects at on and as of the Closing with the same effect Date as though such representations and warranties were made at on and as of the Closing Date (other than any representation or warranty except that is expressly made those representations and warranties which address matters only as of a specified particular date shall have been true and correct only on such date), which (iii) the Fundamental Company Representations and Warranties shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties which address matters only as of a particular date shall have been true and correct only on such specified date onlydate). , (biv) The Seller and the Company shall have performed and or complied in all material respects with all the covenants obligations and agreements required by conditions in this Agreement required to be performed or complied with by it at the Company on or prior to the ClosingClosing Date; (v) there shall have been no event, occurrence, development or state of circumstances or facts that could have a Material Adverse Effect; and (vi) the Purchaser shall have received a certificate signed by an executive officer of the Company to the foregoing effect. (b) The Purchaser shall have received an opinion, dated the Closing Date, of ▇▇▇▇▇▇ & Calder, Cayman Islands counsel for the Company, regarding certain corporate law matters in the form set forth in Exhibit A hereto. (c) There The Purchaser shall be in effect no Law or injunction issued by have received a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation duly certified true and complete copy of the transactions contemplated by this register of directors of the Company confirming that ▇▇. ▇▇▇▇▇▇ ▇▇▇ (or any other designee of the Purchaser pursuant to the Thirteenth Amended and Restated Shareholders Agreement) continues to be a director on the Board. (d) The Seller IPO shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofbeen contemporaneously consummated. (e) All consents from Governmental Authorities and other parties necessary to The underwriting agreement in connection with the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, IPO shall have been obtained entered into and copies of such consents shall have been delivered to the Purchaserbecome effective. (f) There The amended and restated memorandum and articles of association of the Company substantially in the form attached hereto as Exhibit B shall not have been any event, condition, development or change since adopted and become effective as of the Latest Balance Sheet Closing Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction or, if permitted by applicable Law, the waiver at the Purchaser’s sole and absolute discretion, of all the following further conditions: (a) Each of the Sellers and each of the Acquired Companies shall have duly performed and complied with all of its obligations hereunder required to be performed or fulfillment at complied by it on or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing:Date. (a1) All representations and warranties Each of the Seller contained in this Agreement Fundamental Representations shall be true and correct in all material but de minimis respects at on and as of the date hereof and on and as of the Closing with the same effect Date, as though such representations and warranties were if made at and as of such date, except to the Closing (other than any representation or warranty that is extent such representations and warranties are expressly made as of a specified an earlier date, in which case the same shall be true, correct and complete only as of such date; and (2) each of the representations and warranties of Sellers contained in this Agreement (other than the Fundamental Representations), disregarding all “materiality”, “Material Adverse Effect” and similar qualifications, shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date, as if made at and as of such specified date only). (bA) The Seller except to the extent such representations and warranties are expressly made as of an earlier date, in which case the Company same shall have performed be true, correct and complied in all material respects with all complete only as of such date, and (B) except where the covenants failure of such representations and agreements required by this Agreement warranties to be performed or complied with by it at or prior to the Closing.so true and correct, has not had, and would not have, a Material Adverse Effect; (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect. (d) Each Employment Agreement entered into by the Purchaser and/or the applicable Acquired Company, on the one hand, and the applicable Principal Owner, on the other hand, shall remain in full force and effect no Law and shall not have been repudiated, rescinded, modified or injunction issued terminated by the Purchaser and/or the applicable Acquired Company or the applicable individual party thereto. (e) Each Key Employee shall have executed and delivered to Purchaser an Employment Agreement. (f) The Purchaser shall have received evidence that (i) all Consents set forth on Schedule 9.2(f)(i) and any Consent which should have been listed on Schedule 4.3 (the “General Consents”) have been given or obtained and have not been revoked and (ii) with respect to the manufacturers set forth on Schedule 9.2(f)(ii) (the “Manufacturer Consents” and together with the General Consents, the “Required Consents”), Consents have been given or obtained and have not been revoked with respect to dealership locations operated by the Acquired Companies representing at least 95% of revenue of the Acquired Companies from the sale of new vehicles for the twelve (12) months ending December 31, 2020. For purposes of clarity, the failure to deliver a court Consent from a Factory that is not required to satisfy the foregoing minimum percentage shall not constitute a default hereunder or in any way be actionable under the indemnification provisions hereof. (g) The Assignment Agreement shall have been executed and delivered by the parties thereto. (h) The Registration Rights and Lock-Up Agreement entered into by the Purchaser and the Sellers shall remain in full force and effect and shall not have been repudiated, rescinded, modified or terminated by any of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation Sellers. (i) The Purchaser shall have received all of the items set forth in Section 2.6(b). (j) The Purchaser shall have completed all arrangements necessary to obtain the Financing and shall have received the cash proceeds of the Financing necessary to consummate the transactions contemplated by this Agreement. (dk) The Seller No holders of Equity Interests in any Transferred Entity shall have delivered exercised rights of first refusal or other rights preventing the conveyance of Equity Interests owned by Sellers in such Transferred Entity to Purchaser; provided however that this condition shall be applicable separately as to each specific Transferred Entity individually and the Purchaser all of failure to satisfy this condition with respect to any one Transferred Entity shall not serve as the certificates. instruments and failure to satisfy this Closing condition as to any other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofTransferred Entity. (el) All consents from Governmental Authorities and other parties necessary to The lowest value on a per share basis used in the consummation calculation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There Closing Payment Shares herein shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changeless than $24.00.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are sale of the Shares shall be subject to the satisfaction or fulfillment at or prior to the Closing Date of each of the following conditions, conditions (unless satisfaction of any of which may be such condition is expressly waived in whole or in part by writing delivered to the Purchaser in writing:Shareholder): (a) All The Shareholder shall have performed or complied with or, if applicable, shall have caused the Company to have performed and complied with in all material respects the agreements and covenants contained in this Agreement required to be performed or complied with at or prior to the Closing Date; (b) The representations and warranties of the Seller Shareholder and the Company contained in this Agreement shall be true and correct in all material respects at respects, in each case as of the date of this Agreement and as of the Closing Date with the same force and effect as though such representations and warranties were if made at on and as of such date (except in the Closing (other than case of any representation or warranty that by its terms is expressly made solely as of a specified specific date, which shall need be true and correct in all material respects accurate only as of such specified date onlydate). (b) The Seller and the Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing.; (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller Shareholder shall have delivered to the Purchaser the Recent Audited Financial Statements, together with all related schedules and notes thereto, and such Recent Audited Financial Statements (i) shall be complete in all material respects, (ii) shall have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved, except to the extent required by applicable law or GAAP as in effect during the relevant period and except as may be indicated therein or in the notes thereto in the notes thereto and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the certificates. instruments Company as of the dates and other documents required to be delivered by for the Seller at or prior periods indicated therein; (d) Any waiting period applicable to the Closing pursuant to Section 2.3(b) sale and Sections 6.15 through 6.21 hereof.purchase of the Shares under the HSR Act shall have terminated or expired; (e) All consents from Governmental Authorities No Law, order or judgment of any court or governmental entity (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced which prohibits, restrains, enjoins or restricts the consummation of the sale and other parties necessary purchase of the Shares; (f) Each of the conditions to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, Merger shall have been obtained satisfied (or waived by the party entitled to the benefit thereof) and copies of such consents the Merger shall have closed concurrently with the Closing; (g) The Purchaser shall have received a certificate signed by the Shareholder to the effect that the conditions set forth in clauses (a) and (b) above have been satisfied; and (h) The Shareholder shall have delivered to the PurchaserPurchaser the certificates for the Shares as called for by Section 1.3. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction (or fulfillment at or prior to wavier by the Closing Purchaser) of the following additional conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All Other than the representations and warranties of the Seller and the Principals contained in Section 5.1, Section 5.2, Section 5.6 and Section 5.21, the representations and warranties of the Seller and the Principals set forth in this Agreement Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Seller Material Adverse Effect) or in all material respects at (in the case of any representation or warranty not qualified by materiality or Seller Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing such date (other than any representation or warranty except those representations and warranties that is expressly made address matters only as of a specified date, the accuracy of which shall be determined as of that specified date). The representations and warranties of the Seller and the Principals contained in Section 5.1, Section 5.2, Section 5.6 and Section 5.21 shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date onlyin all respects). (b) The Seller and the Company Principals shall have duly performed and complied in all material respects with all the agreements, covenants and agreements conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it at as of or prior to the ClosingClosing Date. (c) There The Seller and the Principals shall have obtained at their own expense (and shall have provided executed copies thereof to the Purchaser) all Required Consents, all of which shall be in effect no Law full force and effect. (d) No Legal Proceeding (i) challenging or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining seeking to prevent the consummation of the transactions contemplated by this Agreement, or (ii) that would cause the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) that would affect adversely the right of the Purchaser to own, operate or control any of the Purchased Assets, or to conduct the Business as currently conducted, following the Closing, and no such judgment, order, decree, stipulation or injunction shall be in effect. (de) No Seller Material Adverse Effect shall have occurred, and no event or circumstance shall have occurred or arisen that would reasonably be expected to result in a Seller Material Adverse Effect. (f) The Seller and the Principals shall have duly executed and delivered each Transaction Document (other than this Agreement) to which it is a party and such other documents or deliverables required of it in connection with the Closing under Section 4.2. (g) The Purchaser shall have received all Permits that are necessary for it to conduct the Business as conducted by the Seller as of the Closing Date. (h) The Seller shall have delivered to the Purchaser payoff letters with respect to all indebtedness of the certificates. instruments Seller and documents evidencing the release or termination of all Liens on the Purchased Assets, and copies of UCC termination statements to be filed upon the Closing with respect to all UCC financing statement evidencing Liens. (i) The Purchaser or IDSY shall have obtained the Acquisition Financing. (j) The Shares comprising the Equity Payment, together with shares of IDSY’s common stock to be issued in connection with the Acquisition Financing (if the Acquisition Financing is not a “public offering” as such term is defined by NASDAQ Listing Rule 5635), shall not exceed 19.99% of IDSY’s outstanding shares of common stock as of the Closing Date. (k) The Purchaser shall have received all governmental and other documents required approvals necessary in the reasonable discretion of the Purchaser to be delivered by proceed with the Closing. (l) IDSY shall have received from the Seller at or the Audited Financials. (m) Tibbo shall have executed and delivered to the Purchaser the Master Agreement between Tibbo and the Purchaser in form mutually agreeable to the parties thereto. (n) Each of the Key Employees shall have executed and delivered to the Purchaser an offer letter and severance agreement in form mutually agreeable to the parties thereto. (o) IDSY shall have received any and all consents required under that certain Loan and Security Agreement, dated as of December 18, 2015, among Siena Lending Group LLC, as lender, IDSY and Asset Intelligence, LLC, as borrowers, and the other loan party obligors party thereto from time to time. (p) IDSY shall have received from the Seller the results of an inventory count of the Business as of the date immediately prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofDate. (eq) All consents from Governmental Authorities The Seller shall have terminated, at no cost to IDSY or the Purchaser, all compensation arrangements (whether written or oral) with G▇▇ ▇▇▇▇▇ and other parties necessary R▇▇▇ ▇▇▇▇▇▇, including but not limited to the consummation of Executive Agreement between the transactions contemplated hereby Seller and by G▇▇ ▇▇▇▇▇, and delivered evidence, satisfactory to the Ancillary Agreements and for the operation of the Business after the ClosingPurchaser, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered termination to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or fulfillment at or prior to the Closing of each and every one of the following conditions, any of which may be waived in whole or in part by the Purchaser in writingconditions precedent: (a) All The representations and warranties of the Company and each Seller contained Party set forth in this Agreement Article IV and Article VI shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be have been true and correct in all material respects as of such specified date only). (b) The Seller the Closing Date and the Company and each Seller Party shall have performed and complied in all material respects with all of the other agreements, covenants and agreements obligations required by under this Agreement to be performed or complied with by it at or such Person prior to or at the Closing. (b) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated. (c) There shall be in effect force no Law injunction, judgment, order, decree or injunction issued ruling by a court or before any Authority of competent jurisdiction making illegal restraining, enjoining, prohibiting, invalidating or otherwise prohibiting or restraining preventing the consummation of the transactions contemplated hereby. (d) The Company shall have delivered to the Purchaser such resignations of the officers and directors of the Company and the Company Subsidiaries as the Purchaser may request. (e) The relevant parties to each of the Transaction Documents (other than the Purchaser or any of its Affiliates) shall have entered into such Transaction Documents and (but for execution and/or delivery of such Transaction Documents by the Purchaser or any of its Affiliates), such Transaction Documents shall be in full force and effect. (f) All of the Required Consents shall have been obtained and shall be in form and substance reasonably satisfactory to the Purchaser. (g) Sellers shall provide, at Sellers’ cost, an ALTA Owner’s Title Insurance Policy 1992 Form (the “Portland Title Policy”) for the Owned Real Property located in Portland, Oregon (the “Portland Owned Real Property”), or an irrevocable commitment to issue such policy, from Chicago Title Insurance Company (the “Title Company”), insuring Market Transport, Ltd.’s fee simple title to the Portland Owned Real Property as of the Closing Date in the form of, and subject only to the exceptions set forth in, the proforma title policy attached to this Agreement as Schedule 7.01(a) (the “Portland Property Proforma Title Policy”) and with coverage in the amount of $[***]. The Company shall provide the Title Company with an owner’s affidavit (“Owner’s Affidavit”) and gap indemnity (“Gap Indemnity”) from an officer of the Company, as required for the Title Company to issue the Title Policy. (h) The Seller Parties and the Company shall have delivered to the Purchaser such other documents as the Purchaser may reasonably request for the purpose of facilitating the consummation or performance of any of the transactions contemplated by this Agreement, including, without limitation, the Shares and appropriate stock powers. (di) The Seller Parties and the Company shall have delivered to the Purchaser all the executed Stock Option Cancellation Agreements of the certificatesOther Option Holders and the Management Option Holders. (j) The Company and the Company Subsidiaries shall have delivered to the Purchaser, dated as of the Closing Date and addressed to the Purchaser, all in form and substance reasonably satisfactory to the Purchaser and its counsel (i) an opinion of ▇▇▇▇▇▇ ▇▇▇▇, LLP, legal counsel to the Company and the Company Subsidiaries, (ii) an opinion of legal counsel to Endeavour Capital and Endeavour Associates, (iii) an opinion of legal counsel to Columbia Holdings LLC and (iv) an opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, legal counsel to each of P. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. instruments ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and other documents required to be delivered by the Seller at ▇▇▇▇ ▇▇▇▇▇▇. (k) At or prior to the Closing Closing, the Company shall deliver to the Purchaser the payoff letters pursuant to Section 2.3(b) and Sections 6.15 through 6.21 3.02 hereof. (el) All consents from Governmental Authorities and other parties necessary At or prior to the consummation Closing, each Seller shall deliver to the Purchaser a certificate in the form of U.S. Treasury Regulations §1.1445-2(b)(2)(iv)(A) or (B), as the case may be. (m) Purchaser shall have reached mutually satisfactory arrangements with Key Managers concerning continued employment after the Closing. (n) Purchaser shall have received (i) non-competition agreements and non-solicitation agreements from each of [***], and (ii) non-solicitation agreements from each of [***] (collectively, the "Noncompetition Agreements"). (o) Purchaser shall have received evidence reasonably satisfactory to it that the following agreements of the Company have been terminated in connection with the Closing: (i) the Letter Agreement dated July 19, 2002 between Market Transport, Ltd. and [***]; (ii) the Letter Agreement dated July 19, 2002 between Market Transport, Ltd. and [***]; and (iii) the Letter Agreement dated July 19, 2002 between Market Transport, Ltd. and [***]. (p) Purchaser shall have received evidence reasonably satisfactory to Purchaser that the amount of the Company’s Cash is sufficient to cover outstanding and/or unprocessed checks. (q) Purchaser shall have received a certificate, dated as of the Closing Date, signed by the Secretary of the Company or the applicable Company Subsidiary: (i) attaching * Confidential Treatment Requested -33- copies of the Organizational Documents, and any amendments thereto, of the Company and each of the Company Subsidiaries; (ii) attaching resolutions of the board of directors and shareholders of the Company authorizing this Agreement, as well as all agreements, instruments and documents ancillary thereto, and the transactions contemplated hereby and thereby; (iii) attaching certificates of good standing as of a recent date of each of the Company and the Company Subsidiaries from their respective states of incorporation; and (iv) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all other documents, instruments or agreements related thereto executed or to be executed by the Ancillary Agreements and for the operation Company. (r) All shares of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, Series A Preferred Stock shall have been obtained and copies converted into shares of such consents shall have been delivered to Common Stock in connection with the PurchaserClosing. (fs) There shall not have been any eventa consolidated balance sheet of the Company, conditionprepared as of [***], development or change since and certified by the Latest Chief Financial Officer of the Company (the “Closing Date Balance Sheet DateSheet”), which has hadpresents fairly, in all material respects, the financial condition of the Company on such date in conformity with GAAP, except that it does not contain the footnotes required by GAAP and it does not contain intangible asset allocations or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changedeferred tax entries. (t) Each of ▇▇▇▇▇ ▇.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller Lee-▇▇▇C and any Acquired Company contained in this Agreement shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than except for changes permitted or contemplated by this Agreement and except for any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only). (b) The Seller Lee-▇▇▇C and the each Acquired Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated. (d) The FCC shall have granted its consent to the FCC Transfer Application, such consent shall have become a Final Order, and any conditions set forth in such consent shall have been satisfied. (e) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (df) The Seller Lee-▇▇▇C and each Acquired Company shall have delivered to the Purchaser all of the certificates. , instruments and other documents required to be delivered by the Seller such company at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 3.2 hereof. (eg) All Lee-▇▇▇C shall have obtained prior to Closing the written consents from Governmental Authorities and other parties necessary or waivers to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained in form reasonably satisfactory to Purchaser's counsel and copies without any modification or condition materially adverse to Purchaser or any of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development Lee-▇▇▇C Stations or change since the Latest Balance Sheet DateAcquired Companies' Stations, which has hadare required under (i) each Material Contract for each transmitter, antenna (including each satellite and translator antenna or would reasonably be expected to havetransmitter), a Material Adverse Effect office and studio site, (ii) unless waived under or has resulted or could reasonably be expected to result in a Material Adverse Changeby reason of the provisions of Section 6.16, the network affiliation agreement for each of the Lee-▇▇▇C Stations and each of the Acquired Companies' Stations, and (iii) the programming agreements identified on SCHEDULE 7.1(g).

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement hereby are subject to the satisfaction or fulfillment at or prior to the Closing of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All The representations and warranties of Page One and the Seller Sellers contained in this Agreement shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were had been made at on and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only). (b) The Seller Closing; Page One and the Company Sellers shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it Page One and the Sellers at or prior to the Closing; and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of Page One and by the Sellers to the foregoing effects. (b) No action or proceeding shall have been instituted or threatened for the purpose or with the possible effect of enjoining or preventing the consummation of this Agreement or seeking damages on account thereof. (c) There The Purchaser shall be in effect no Law or injunction issued by a court have received an opinion of competent jurisdiction making illegal or otherwise prohibiting or restraining ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Esquire, counsel for Page One and the consummation Sellers, dated as of the transactions contemplated by this Agreement.Closing Date, in the form attached hereto as Exhibit C. (d) The Seller Purchaser shall have delivered to received an opinion of Haley, Bader & ▇▇▇▇▇, P.L.C., FCC counsel for Page One and the Purchaser all Sellers, dated as of the certificates. instruments and other documents required to be delivered by Closing Date, in the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof.form attached hereto as Exhibit D. (e) All consents from Governmental Authorities and other parties necessary Prior to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for Closing, there shall not have occurred any material casualty or damage (whether or not insured) to any facility, property, asset, or equipment used in connection with the operation of the Business System which casualty or damage shall not have been repaired or replaced (or provision made therefor) reasonably satisfactory to Purchaser; there shall have been no material adverse change in the financial condition, business, properties, operations, or prospects of the System since July 31, 1995; and the operation of the System shall have been conducted only in the ordinary course consistent with past practices. (f) The FCC and all applicable state regulatory agencies, commissions, or other entities, by Final Order, shall have granted any required consent to the sale, transfer, and assignment of the Shares to the Purchaser and to the ownership of its assets and the operation of the System by Page One after the ClosingClosing Date. (g) As of the Closing Date, including those consents Page One shall have at least 27,328 pagers in service in the System and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of Page One setting forth the number and type (as provided in Schedule 3.10 of pagers in service in the System. (h) As of the Closing Date, Page One's inventory valued as set forth in EXHIBIT J shall include at least $200,000 of useable, current-model pagers as set forth in the July Asset List and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of Page One to the foregoing effect. (i) All consents and approvals (i) listed on Schedule 4.4 3.6 hereto and Schedule 4.5 (ii) otherwise required in connection with the execution, delivery, and performance of this Agreement, Agreement shall have been obtained or waived and copies of all such consents and approvals shall have been delivered be in form and content reasonably satisfactory to the Purchaser. (fj) There All necessary action (corporate or otherwise) shall have been taken by Page One to authorize, approve, and adopt this Agreement and the consummation and performance of the transactions contemplated hereby, and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of Page One to the foregoing effect. (k) The Purchaser shall have received from the Page One all instruments as shall be necessary or desirable in the reasonable opinion of the Purchaser's counsel to vest in or confirm in the Purchaser good and marketable title to the Shares in accordance herewith. (l) Each of the Sellers shall have entered into a Noncompetition Agreement (a "Noncompetition Agreement") with the Purchaser substantially in the forms attached hereto as Exhibits E and F. (m) The Sellers and ProNet shall have entered into a Registration Rights Agreement substantially in the form of EXHIBIT B hereto providing that ProNet shall prepare and file with the Securities and Exchange Commission (the "SEC") a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (or any appropriate similar rule that may be adopted by the SEC) under the Securities Act (the "Shelf Registration") covering all of the Common Stock issued to the Page One pursuant to this Agreement, if any. (n) Page One and the Sellers shall have delivered such good standing certificates, officer's certificates, and similar documents and certificates as counsel for the Purchaser shall have reasonably requested prior to the Closing Date. (o) The Sellers and the Purchaser (or an affiliate of the Purchaser, including Page One) shall hve entered into a Lease Agreement (substantially in the form to be attached hereto as EXHIBIT K ) regarding the premises located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Georgia 30223. The decision of the Purchaser to consummate the transactions contemplated hereby without the satisfaction of any of the preceding conditions shall not have been constitute a waiver of any eventof Page One's or the Sellers' respective representations, conditionwarranties, development or change since the Latest Balance Sheet Date, which has hadcovenants, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changeindemnities herein.

Conditions to Obligations of the Purchaser. The obligations (a) Requirements for Initial Closing Date Disbursements. With respect to the obligation of the Purchaser to consummate purchase and pay for a portion of the Bonds on the Initial Closing Date and the obligation of the Issuer to sell a portion of the Bonds to the Purchaser on the Initial Closing Date, the following conditions precedent shall have been satisfied: i. The Issuer shall have received the approving opinion of Bond Counsel dated the Initial Closing Date in form and substance acceptable to the Purchaser, and the Purchaser shall have received a letter from Bond Counsel dated the Initial Closing Date and addressed to the Purchaser, to the effect that the Purchaser may rely upon such firm's opinion as if it were addressed to the Purchaser. ii. The Purchaser shall have received the opinion of counsel to the Issuer, dated the Initial Closing Date and addressed to the Purchaser in form and substance acceptable to the Purchaser. iii. On or prior to the Initial Closing Date, all actions required to be taken as of the Initial Closing Date in connection with the Bonds, the Resolution and the Bond Documents by the Issuer and the Company shall have been taken, and the Issuer and the Company shall each have performed or complied with the terms of this Contract, the Bonds, the Resolution and the Bond Documents, and each party shall deliver a certificate to such effect insofar as the foregoing actions, agreements, covenants and conditions apply to each such party, and each of such agreements shall be in full force and effect and shall not have been amended, modified or supplemented, except as has been agreed to in writing by the Purchaser. iv. Each of the Bond Documents shall have been executed and delivered by each of the respective parties thereto, all such documents shall be in forms exhibited to the Purchaser on the date hereof with only such changes as the Purchaser may approve in writing, and each of the Bond Documents shall be in full force and effect. v. The Purchaser shall have received a certificate, dated the Initial Closing Date and signed on behalf of the Issuer, to the effect that: (1) the Issuer has not received notice of any pending, nor to the Issuer's knowledge is there any threatened, action, suit, proceeding, inquiry or investigation against the Issuer, at law or in equity, by or before any court, public board or body, nor to the Issuer's knowledge is there any basis therefor, affecting the existence of the Issuer or the titles of its officials to their respective offices, or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of revenues or assets of the Issuer pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way materially adversely affecting or questioning (A) the territorial jurisdiction of the Issuer, (B) the use of the proceeds of the Bonds to finance the Project, (C) the validity or enforceability of the Bonds, any proceedings of the Issuer taken with respect to the Bonds, or any of the Bond Documents to which it is a party, (D) the execution and delivery of this Contract or the Bonds, or (E) the power of the Issuer to carry out the transactions contemplated by this Agreement are subject Contract, the Bonds, the Indenture or any of the Bond Documents to which the satisfaction Issuer is a party; and (2) the Issuer has complied with all the covenants and satisfied all of the conditions on its part to be performed or fulfillment satisfied at or prior to the Initial Closing of Date, and the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller Issuer contained herein and in this Agreement shall be each of the Bond Documents to which it is a party are true and correct in all material respects at and as of the Initial Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only)Date. (b) vi. The Seller Purchaser shall have received an opinion of counsel to the Company, dated the Initial Closing Date and addressed to the Purchaser in form and substance acceptable to the Purchaser. vii. The Purchaser shall have received certificates dated the Initial Closing Date from the Company shall have performed and to the effect that the Company has complied in all material respects with all of the covenants and agreements required by this Agreement satisfied all of the conditions to be performed or complied with satisfied by it at on or prior to the Closing. (c) There shall be Initial Closing Date, and the representations and warranties of the Company contained in effect no Law or injunction issued by this Contract and in each of the Bond Documents to which it is a court party are true, correct and complete as of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of Initial Closing Date, and it has full legal right, power and authority to enter into and carry out the transactions contemplated by this Agreementthe Bond Documents. (d) viii. The Seller Purchaser shall have received a certificate, dated the Initial Closing Date and signed by an authorized officer of the Trustee, to the effect that (i) he or she is an authorized officer of the Trustee, (ii) the Indenture has been duly executed and delivered by the Trustee, (iii) the Trustee has all necessary corporate and trust powers required to carry out the trust created by the Indenture, (iv) to the best of his or her knowledge, the acceptance by the Trustee of the duties and obligations of the Trustee under the Indenture and compliance with the provisions thereof will not conflict with or constitute a breach of or default under any law, administrative regulation, consent decree or any agreement or other instrument to which the Trustee is subject or by which the Trustee is bound, and (v) the Trustee has duly authenticated the Bonds, and the person signing the certificate or authentication on each Bond has been duly authorized to do so. ix. Evidence, satisfactory in form and substance to the Purchaser all and Bond Counsel, of a satisfactory and favorable conclusion to a bond validation proceeding under the laws of the State with respect to the Bonds shall have been received. x. None of the events referred to in Section 9 of this Contract shall have occurred. xi. Such additional certificates. instruments , opinions and other documents required to be delivered by as the Seller at Purchaser or Bond Counsel may reasonably request prior to the Initial Closing pursuant Date to Section 2.3(b) evidence performance of or compliance with the provisions of this contract and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements issuance and for the operation sale of the Business after Bonds, all such certificates and other documents to be satisfactory in form and substance to the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this AgreementPurchaser, shall have been obtained received. If any conditions to the obligations of the Purchaser or the Issuer contained in this Contract are not satisfied and copies the satisfaction of such consents conditions shall not be waived by the Purchaser, then, at the option of the Purchaser (i) the Initial Closing Date shall be postponed for such period as may be necessary for such conditions to be satisfied or (ii) without limiting the generality of Section 14 of this Contract, the obligations of the Purchaser and the Issuer under this Contract shall terminate, and neither the Purchaser nor the Issuer shall have been delivered to any further obligations or liabilities hereunder, and the PurchaserCompany shall have no further obligations or liabilities hereunder other than its obligations under Section 5 hereof. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment or fulfillment the Purchaser’s waiver, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All Each of (i) the representations and warranties of (other than the Seller Fundamental Reps) made by the Sellers contained in this Agreement that are not qualified by Material Adverse Effect and similar qualifications contained therein shall be true and correct as of the date hereof and as of the Closing Date as though such representations and warranties were made on and as of such dates (except to the extent such representations and warranties by their terms speak as of a different date, in which case they shall be true and correct as of such date), except where the failure to be so true and correct would not reasonably be expected to have a Material Adverse Effect, (ii) the representations and warranties (other than the Seller Fundamental Reps) made by the Sellers contained in this Agreement that are qualified by Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing Date as though such representations and warranties were made on and as of such dates (except to the extent such representations and warranties by their terms speak as of a different date, in which case they shall be true and correct in all respects as of such date), (iii) the Seller Fundamental Reps shall be true and correct in all material respects at (other than the Seller Fundamental Reps in Section 4.06, which shall be true and correct in all respects) as of the date hereof and as of the Closing with the same effect Date as though such representations and warranties were made at on and as of such date (except to the Closing (other than any representation or warranty that is expressly made extent such representations and warranties by their terms speak as of a specified different date, in which case they shall be true and correct in all material respects as of such specified date) and (iv) the Seller Fundamental Reps that are qualified by Material Adverse Effect shall be true and correct in all respects as of the date onlyhereof and as of the Closing Date as though such representations were made on and as of such dates (except to the extent such representations and warranties by their terms speak as of a different date, in which case they shall be true and correct in all material respects as of such date). (b) The Seller and the Company Sellers shall have duly performed and complied in all material respects with all the agreements, covenants and agreements conditions required by this Agreement and each of the Ancillary Agreements to be performed or complied with by it them prior to or on the Closing Date. (c) No Proceeding shall have been commenced against the Parties, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Entity, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Schedule 4.03 of the Disclosure Schedules, including, without limitation the approval of the requisite shareholders of Stella Diagnostics, shall have been received, and executed counterparts thereof shall have been delivered to the Purchaser at or prior to the Closing. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to From the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 date of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There there shall not have been occurred any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect Effect, nor shall any event or has resulted events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse ChangeEffect. (f) The Sellers shall have delivered to the Purchaser duly executed counterparts to the Ancillary Agreements and such other documents and deliveries set forth in Section 2.02. (g) The Purchaser shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of the Sellers, that each of the conditions set forth in Section 9.02(a), Section 9.02(b) and Section 9.02(e) have been satisfied.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction (or fulfillment at or prior to wavier by the Closing Purchaser) of the following additional conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All Other than the representations and warranties of the Seller Sellers and the Principals contained in Section 5.1, Section 5.2, Section 5.6 and Section 5.21, the representations and warranties of the Sellers and the Principals set forth in this Agreement Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects at (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing such date (other than any representation or warranty except those representations and warranties that is expressly made address matters only as of a specified date, the accuracy of which shall be determined as of that specified date). The representations and warranties of the Sellers and the Principals contained in Section 5.1, Section 5.2, Section 5.6 and Section 5.21 shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date onlyin all respects). (b) The Seller Sellers and the Company Principals shall have duly performed and complied in all material respects with all the agreements, covenants and agreements conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it at as of or prior to the ClosingClosing Date. (c) There The Sellers and the Principals shall have obtained at their own expense (and shall have provided executed copies thereof to the Purchaser) all Required Consents, all of which shall be in effect no Law full force and effect. (d) No Legal Proceeding (i) challenging or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining seeking to prevent the consummation of the transactions contemplated by this Agreement. , or (dii) The Seller shall have delivered that would cause the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) that would affect adversely the right of the Purchaser all to own, operate or control any of the certificates. instruments Purchased Assets, or to conduct the Business as currently conducted, following the Closing, and other documents required to no such judgment, order, decree, stipulation or injunction shall be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofin effect. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a No Material Adverse Effect shall have occurred, and no event or has resulted circumstance shall have occurred or could arisen that would reasonably be expected to result in a Material Adverse ChangeEffect. (f) No data breach or compromise of any Seller’s information security systems shall have occurred. (g) The Sellers and the Principals shall have duly executed and delivered each Transaction Document (other than this Agreement) to which it is a party and such other documents or deliverables required of it in connection with the Closing under Section 4.2. (h) The Purchaser shall have received all Permits that are necessary for it to conduct the Business as conducted by the Sellers as of the Closing Date. (i) The Sellers shall have delivered to the Purchaser payoff letters with respect to all indebtedness of the Sellers and documents evidencing the release or termination of all Liens on the Purchased Assets, and copies of UCC termination statements to be filed upon the Closing with respect to all UCC financing statement evidencing Liens. (j) The Sellers shall have terminated the Franchise Agreements and delivered evidence of such terminations to the Purchaser. (k) The Sellers shall have filed the Application for Use of Management Company with the Pennsylvania Liquor Control Board and the parties shall have entered into an Interim Management Agreement for each Pennsylvania location, the form of which is attached hereto as Exhibit D.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller ▇▇▇-NMBC and any Acquired Company contained in this Agreement shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than except for changes permitted or contemplated by this Agreement and except for any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only). (b) The Seller ▇▇▇-NMBC and the each Acquired Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated. (d) The FCC shall have granted its consent to the FCC Transfer Application, such consent shall have become a Final Order, and any conditions set forth in such consent shall have been satisfied. (e) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (df) The Seller ▇▇▇-NMBC and each Acquired Company shall have delivered to the Purchaser all of the certificates. , instruments and other documents required to be delivered by the Seller such company at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 3.2 hereof. (eg) All ▇▇▇-NMBC shall have obtained prior to Closing the written consents from Governmental Authorities and other parties necessary or waivers to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained in form reasonably satisfactory to Purchaser's counsel and copies without any modification or condition materially adverse to Purchaser or any of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development ▇▇▇-NMBC Stations or change since the Latest Balance Sheet DateAcquired Companies' Stations, which has hadare required under (i) each Material Contract for each transmitter, antenna (including each satellite and translator antenna or would reasonably be expected to havetransmitter), a Material Adverse Effect office and studio site, (ii) unless waived under or has resulted or could reasonably be expected to result in a Material Adverse Changeby reason of the provisions of Section 6.16, the network affiliation agreement for each of the ▇▇▇-NMBC Stations and each of the Acquired Companies' Stations, and (iii) the programming agreements identified on Schedule 7.1(g).

Conditions to Obligations of the Purchaser. The obligations of Purchaser’s obligation to purchase the Purchaser to consummate Shares at the transactions contemplated by this Agreement are Closing is subject to the satisfaction or fulfillment satisfaction, at or prior to the Closing Closing, of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All The representations and warranties of made by the Seller contained Company in this Agreement Article III hereof shall be true and correct in all material respects at and as of the date of the Closing with the same force and effect as though such representations and warranties were if they had been made at and as of the Closing (other than any representation or warranty that is expressly made as date of a specified datethe Closing, which shall be true and correct in all material respects as of such specified date only). (b) The Seller and the Company shall have performed all obligations and complied in all material respects with all the covenants and agreements conditions herein required by this Agreement to be performed or complied with observed by it at on or prior to the Closing. (cb) There The Company shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the have obtained any and all consents, permits and waivers necessary for consummation of the transactions contemplated by this AgreementAgreement and the Related Agreements, except for such as may be properly obtained subsequent to the Closing. Any applicable waiting period under the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and any applicable foreign equivalent thereof shall have expired or been terminated, as applicable. (c) The Company shall have delivered to the Purchaser a Compliance Certificate, executed by the President of the Company, dated the Closing Date, to the effect that the conditions specified in subsections (a) and (b) of this Section 6.1 have been satisfied. (d) The Seller Purchaser shall have delivered received from the Company’s Secretary, a certificate having attached thereto (i) the Company’s Certificate of Incorporation as in effect at the time of the Closing, (ii) the Company’s Bylaws as in effect at the time of the Closing, (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby, and (iv) good standing certificates (including tax good standing) with respect to the Purchaser all Company and its subsidiaries from their respective jurisdictions of incorporation and any other jurisdiction in which they are, or are required to be, qualified to do business, dated within a recent date of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofClosing. (e) All consents from Governmental Authorities On the Closing Date, the sale and other parties necessary to the consummation issuance of the transactions contemplated hereby Shares shall be legally permitted by all laws and by regulations to which the Ancillary Agreements Purchaser and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the PurchaserCompany are subject. (f) The Purchaser shall have received from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, legal counsel to the Company, an opinion addressed to them, dated as of the Closing Date, in substantially the form attached hereto as EXHIBIT B. (g) All corporate and other proceedings in connection with the transactions contemplated at the Closing hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Purchaser, and the Purchaser shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request. (h) There shall not have been any event, condition, development or change since Change of Control with respect to the Latest Balance Sheet Date, which has had, or would reasonably Company. (i) The Related Agreement shall have been executed and delivered and shall be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changefull force and effect.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement hereby are subject to the satisfaction or fulfillment at or prior to the Closing of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All The representations and warranties of Apple and the Seller Sellers contained in this Agreement shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were had been made at on and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only). (b) The Seller Closing; Apple and the Company Sellers shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it Apple and the Sellers at or prior to the Closing; and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of Apple and by each Seller to the foregoing effects. (b) No action or proceeding shall have been instituted or threatened for the purpose or with the possible effect of enjoining or preventing the consummation of this Agreement or seeking damages on account thereof. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation Each of the transactions contemplated Sellers shall have delivered to the Purchaser stock certificates evidencing the Shares owned by this Agreementsuch Seller duly endorsed or accompanied by duly executed stock powers assigning such Shares to the Purchaser and otherwise in good form for transfer. (d) The Seller Purchaser shall have delivered to received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq., counsel for Apple and the Purchaser all Sellers, dated as of the certificates. instruments and other documents required to be delivered by Closing Date, substantially in the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof.form attached hereto as EXHIBIT B. (e) All consents from Governmental Authorities and other parties necessary The Purchaser shall have received an opinion of ▇▇▇▇ & ▇▇▇▇▇▇▇, FCC counsel for Apple, dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C. (f) Prior to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for Closing, there shall not have occurred any material casualty or damage (whether or not insured) to any facility, property, asset, or equipment used in connection with the operation of Apple's business; there shall have been no material adverse change in the Business after financial condition, business, properties, operations, or prospects of Apple since June 30, 1995; and Apple shall have conducted its operations only in the Closingordinary course consistent with past practices. (g) The FCC and all applicable state regulatory agencies, including those commissions, or other entities, by Final Order, shall have granted any required consent to the sale, transfer, and assignment of the Transferred Assets to the Purchaser and to the Purchaser's ownership and operation of the Transferred Assets. (h) As of the Closing Date, Apple shall have at least 41,500 pagers in service in the System and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of the Seller and the Sellers setting forth the number and type of pagers in service in the System. (i) As of the Closing Date, Apple's inventory shall include at least 850 new, unused current-model pagers and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of Apple to the foregoing effect. (j) As of the Closing Date, the cash and cash equivalents of Apple (excluding accounts receivable) shall equal or exceed the amount of Apple's accounts payable. (k) All consents set forth and approvals (i) listed on Schedule 4.4 SCHEDULE 3.6 and Schedule 4.5 (ii) otherwise required in connection with the execution, delivery, and performance of this Agreement, Agreement shall have been obtained or waived and copies of all such consents and approvals shall have been delivered be in form and content reasonably satisfactory to the Purchaser. (fl) There All necessary action (corporate or otherwise) shall have been taken by Apple to authorize, approve, and adopt this Agreement and the consummation and performance of the transactions contemplated hereby, and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of Apple and the Sellers to the foregoing effect. (m) Each of the Sellers shall have entered into a Noncompetition Agreement (a "Noncompetition Agreement") with the Purchaser substantially in the form attached hereto as EXHIBIT D. (n) The Sellers and ProNet shall have entered into a Registration Rights Agreement substantially in the form of EXHIBIT E providing that ProNet shall prepare and file with the Securities and Exchange Commission (the "SEC") a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (or any appropriate similar rule that may be adopted by the SEC) under the Securities Act (the "Shelf Registration") covering all of the ProNet Common Stock issued to the Sellers pursuant to this Agreement. (o) The Sellers, Best Page, the Purchaser, and the Escrow Agent shall have entered into an Indemnification Escrow Agreement substantially in the form of EXHIBIT A attached hereto. (p) The Purchaser and Best Page shall have completed the transactions contemplated by that certain Assignment and ▇▇▇▇ of Sale (herein so called) by and among the Purchaser, Best Page and ▇▇▇▇▇▇▇ substantially in the form of EXHIBIT G attached hereto and the Purchaser, Best Page, and ▇▇▇▇▇▇▇ shall have entered into an Indemnification Agreement substantially in the form of EXHIBIT H attached hereto. (q) The Purchaser shall have received the resignations contemplated by Section 4.14 hereof. (r) At the Closing, the assets of Apple shall include an owner's title policy in form and substance acceptable to the Purchaser with respect to the real property of Apple located at ▇▇▇▇-▇▇ ▇. ▇▇▇▇▇▇ Ave. (s) Apple and the Sellers shall have delivered such good standing certificates, officer's certificates, and similar documents and certificates as counsel for the Purchaser shall have reasonably requested prior to the Closing Date. The decision of the Purchaser to consummate the transactions contemplated hereby without the satisfaction of any of the preceding conditions shall not have been constitute a waiver of any eventof Apple's or any Sellers's respective representations, conditionwarranties, development or change since the Latest Balance Sheet Date, which has hadcovenants, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changeindemnities herein.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the purchase of the Subject Shares is subject to the satisfaction (or waiver by the Purchaser) of the following additional conditions: (a) The Purchaser shall have conducted and completed a thorough business, legal and financial due diligence investigation of the Company which shall be satisfactory in all material respects to the Purchaser (the “Due Diligence Investigation”); provided, that so long as the Stockholders shall furnish Purchaser and its representatives with all information concerning the Company as Purchaser may reasonably request, and shall permit Purchaser and its representatives with access to Company personnel, the Purchaser shall complete such Due Diligence Investigation within sixty (60) days from the date of execution of this Agreement (the “Due Diligence Period”). Unless Purchaser shall notify the Stockholders on or before expiration of the Due Diligence Period that it intends to terminate this Agreement by reason of an unsatisfactory Due Diligence Investigation, such condition to the obligations of Purchaser to consummate this Agreement shall be deemed to have been satisfied. (b) The representations and warranties of the Stockholders and the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date as though made as of the Closing Date (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representations and warranties that, individually or in the aggregate, do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing:Agreement; (a) All representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only). (bc) The Seller Stockholders and the Company shall have performed or complied with its agreements and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing.Closing Date, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cd) There The audit of the Annual Financial Statement of the Company shall reflect that the net sales revenues and Pre-Tax Profits of the Company and DiscCo for the 2014 Fiscal Year were not less than ninety (90%) of the estimated $53,800,000 of net sales revenues and estimated $10,000,000 of Pre-Tax Profits reflected on the unaudited Fiscal Year Financial Statements; (e) The Purchaser shall have received from one or more Investors not less than $35,000,000 of gross proceeds of the Required Financing on terms and conditions reasonably acceptable to the Purchaser and that comply with the provisions of this Agreement; (f) The Purchaser shall have obtained (and shall have provided copies thereof to the Company) the written consent or approval of the requisite holders of a majority of its voting capital stock, if and to the extent required by applicable Law or the rules of the Nasdaq Capital Markets, to the execution, delivery and performance by the Purchaser of this Agreement and the other Transaction Documents to which Purchaser is a party, in form and substance satisfactory to the Purchaser; (g) The Company and DiscCo shall have complied with the provisions of Section 4.4(h) of this Agreement; (h) No Legal Proceeding shall be in effect no Law pending wherein an unfavorable judgment, order, decree, stipulation or injunction issued by a court would (i) prevent consummation of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation any of the transactions contemplated by this Agreement.Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (di) The Seller Stockholders shall have delivered to the Purchaser all and any Purchaser Subsidiary a certificate (the “Stockholders Certificate”) to the effect that (i) to the knowledge of the certificates. instruments Stockholders, the representations and other documents required to be delivered by warranties of the Seller Stockholders and the Company set forth in Article II of this Agreement are true and correct as at or prior the Closing Date (provided, that to the Closing pursuant extent such representation and warranty expressly relates to Section 2.3(b) an earlier date, such representation and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities warranty shall be true and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies correct as of such consents shall have been delivered to earlier date), except for any untrue or incorrect representations and warranties that, individually or in the Purchaser. (f) There shall aggregate, do not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Company Material Adverse Effect or has resulted a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; and (ii) each of the conditions, covenants and agreements required to be performed by the Stockholders and the Company under this Agreement have been performed or could reasonably be expected satisfied in all material respects; (j) The Purchaser shall have received from ▇▇▇▇▇ ▇▇▇▇▇, LLP, counsel to result ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ Miles ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, counsel to ▇▇▇▇▇▇▇, an opinion on the matters set forth in a Material Adverse ChangeExhibit E attached hereto, addressed to the Purchaser and dated as of the Closing Date; and (k) All conditions precedent to consummation of the “Merger” (as defined in the Merger Agreement) shall have been satisfied, other than the filing of the “Certificate of Merger” (as defined in the Merger Agreement) with the Secretary of State of the State of Nevada.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment or fulfillment Purchaser’s waiver, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations Representations and warranties of the Seller contained in this Agreement Agreement, the Related Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all material respects at on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing such date (other than any representation or warranty except those representations and warranties that is expressly made address matters only as of a specified date, the accuracy of which shall be true and correct determined as of that specified date in all material respects as of such specified date onlyrespects). (b) The Seller and the Company shall have duly performed and complied in all material respects with all the agreements and covenants and agreements required by this Agreement and each of the Related Documents to be performed or complied with by it at or prior to or on the ClosingClosing Date. (c) There No Proceeding shall have been commenced against Purchaser or Seller, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect no Law effect, which restrains or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions prohibits any transaction contemplated by this Agreementhereby. (d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been occurred any event, condition, development event that resulted in a material adverse effect on the Business or change since the Latest Balance Sheet Date, which has hadAcquired Assets, or would that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on the Business or has resulted or could reasonably be expected the Acquired Assets. (e) The Purchaser shall have received financing, on terms acceptable to result Purchaser in a Material Adverse Changeits sole discretion, that is sufficient to fund the Purchase Price and all other Purchaser transaction expenses related to the negotiation, execution and closing of this Agreement (as determined by Purchaser). (f) Seller shall have delivered to Purchaser the documents and other deliveries set forth in Section 3.02.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate effect the transactions contemplated by this Agreement are Closing is subject to the satisfaction or fulfillment at or prior waiver delivered to the Closing Sellers of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writingconditions precedent: (a) All The representations and warranties of the Seller contained Sellers set forth in this Agreement and in the Seller Documents that are qualified as to materiality shall be true and correct and the representations and warranties of the Sellers that are not qualified as to materiality shall be true and correct in all material respects at and respects, in each case, as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than Closing; provided that, to the extent that any such representation or warranty that is expressly made speaks as of a specified date, which shall it need only be true and correct in all material respects as of such specified date only)date. (b) The Seller and Each of the Company Sellers shall have performed and complied complied, in all material respects respects, with all the its agreements and covenants and agreements (in each case, disregarding any materiality qualifiers contained therein) required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing. (c) There shall The Title Company shall, at the Closing, be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation irrevocably and unconditionally committed to issue each of the transactions contemplated by this AgreementTitle Policies upon payment of the premium and the application of the Purchase Price to the repayment of any Indebtedness encumbering the Assets , and such Title Policies shall not contain any exceptions to title other than the standard preprinted exceptions (unless the Purchaser pays for extended coverage, in which case the standard preprinted exceptions shall not appear in the Title Policy) and the Permitted Liens. (d) The Seller Each of the Sellers shall have executed and delivered to the Purchaser all of or the certificates. instruments Title Company their respective Seller Documents and other documents required to be delivered by provided the Seller at or prior to Purchaser the Closing pursuant to items listed in Section 2.3(b) and Sections 6.15 through 6.21 hereof9.2(a). (e) All consents Purchaser shall have obtained from Governmental Authorities a bank, insurance company, institutional lender or other financing source satisfactory to Purchaser, a loan secured by a first priority security Lien on the Seller Real Property in such amount and upon such other parties necessary to the consummation of the transactions contemplated hereby terms as Purchaser may approve in Purchaser’s sole and by the Ancillary Agreements absolute discretion, and for the operation of the Business after such loan shall be funded contemporaneously with the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to acquire the Success Equity Interests and to consummate the transactions contemplated by this Agreement are other Contemplated Transactions shall be subject to the satisfaction or fulfillment satisfaction, at or prior to the Closing Closing, of the following conditions, conditions (any of which may be waived by in whole or in part by writing the Purchaser in writing:Purchaser): (a) All the representations and warranties of the Seller contained in this Agreement Article II and Article III shall be have been true and correct in all material respects at (disregarding any materiality qualifications set forth therein) as of the Effective Date and as of the Closing with the same effect as though Date, in each case, except for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be have been true and correct in all material respects as of such specified date onlyearlier date).; (b) The the Seller and the Company Parties shall have performed and complied in performed, as applicable, all material respects with all of the covenants and agreements required by this Agreement to be performed by them under this Agreement or complied any of the other Transaction Documents at or prior to the Closing in all material respects; (c) there has not been a Success Company Material Adverse Effect; (d) each Key Management Team Member shall have entered into his New Employment Agreement; (e) the Seller Parties shall have provided the Purchaser with (i) proof of continuous malpractice coverage and the No Loss Warranty Letter in the form attached as Exhibit C, and (ii) a certificate of insurance evidencing such coverage in a form acceptable to the Purchaser; (f) the Seller Parties shall have made or delivered all filings and notices, and shall have obtained all consents and approvals set forth on Section 5.5 of the Seller Disclosure Letter, in each case in a form reasonably acceptable to the Purchaser, as required to convey, transfer and assign the Success Equity Interests to the Purchaser and to consummate the Contemplated Transactions; (g) Greenbrook shall have received the Greenbrook Shareholder Approval; (h) Greenbrook shall have received the consents set forth on Section 7.2(h) of the Seller Disclosure Letter, in form and substance reasonably acceptable to the Purchaser; and (i) the Seller Parties shall have delivered (or caused to be delivered) to the Purchaser the following agreements, documents and other items: (i) amended and restated limited liability company agreement of Success identifying the Purchaser as the sole member; (ii) an executed counterpart signature page of the applicable Seller Parties to the Escrow Agreement; (iii) an executed counterpart signature page from each of the owners of the Medical Practices to their respective Management Services Agreement; (iv) an executed counterpart signature page of each of the Seller Parties to the Lock-Up Agreement; (v) an executed counterpart signature page from each of the Medical Practices and the members of the Medical Practices to their respective Stock Transfer Restriction Agreements; (vi) an executed counterpart signature page of B▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Investors Rights Agreement; (vii) an executed counterpart signature page of the Seller LLCs to the Registration Rights Agreement; (viii) a duly executed IRS Form W-9 or other certification pursuant to Treasury Regulations Section 1.1445-2(b) for each Seller Party certifying that such Seller Party is not a foreign person within the meaning of Section 1445 of the Code; (ix) an executed counterpart signature page of each of B▇▇▇▇▇▇▇ ▇▇▇▇▇ and K▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to his New Employment Agreement; (x) the written resignations of each officer and member of the board of directors or managers of each of the Transferred Companies effective as of the Closing, in form and substance reasonably satisfactory to the Purchaser; (xi) a certificate signed by it the Sellers’ Representative on behalf of the Seller Parties certifying that the conditions specified in Section 7.2(b) have been satisfied; (xii) a certificate on behalf of the Seller Parties executed by the Sellers’ Representative certifying that attached thereto are (i) true and complete copies of all resolutions, in form and substance reasonably satisfactory to the Purchaser, adopted by the boards of managers (or an equivalent governing body thereof) of the Seller and the Transferred Companies approving the Contemplated Transactions and that all such resolutions are in full force and effect, (ii) true, correct and complete copies of Governing Documents of the Transferred Companies, and (iii) a true, correct and complete list of all officers and managers of the Transferred Companies as of immediately prior to the Closing; (xiii) certificates, executed by the proper official, as to the good standing of each of the Transferred Companies to do business in its jurisdiction of formation or incorporation, dated within five (5) days prior to the Closing Date; (xiv) payoff letters related to any Indebtedness of any of the Transferred Companies other than the Closing Indebtedness to be assumed by Purchaser at Closing and evidence that all Encumbrances on the Transferred Companies, their respective assets and/or Equity Interests shall be released at or prior to the Closing., including completed copies of UCC-3 termination statements related to such Encumbrances to be filed on the Closing Date (or written authorization from the holders of such Encumbrances to file UCC-3 termination statements upon payment of the amount stated in such holder’s payoff letters), in each case in form and substance reasonably satisfactory to the Purchaser; (cxv) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining final invoice with respect to the consummation fees disclosed on Section 2.6 of the transactions contemplated by this Agreement.Seller Disclosure Letter and Section 3.14 of the Seller Disclosure Letter; (dxvi) The Seller shall have delivered to the Purchaser all a termination and general release from each of the certificates. instruments and other documents required to be delivered by plaintiffs in the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof.Pending Litigations; and (exvii) All consents from Governmental Authorities and other parties necessary to the consummation evidence of termination of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents agreements set forth on Schedule 4.4 and Schedule 4.5 Section 7.2(i)(xv) of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser.Seller Disclosure Letter; and (fxviii) There shall not have been any eventsuch other documents, conditioninstruments, development certificates or change since consents relating the Latest Balance Sheet Date, which has had, Business or would the Contemplated Transactions as the Purchaser or Greenbrook may reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changerequest.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate deliver the transactions contemplated by this Agreement are Purchase Price at the Closing is subject to the satisfaction or fulfillment at or prior to the Closing of the following conditionsconditions precedent, any and all of which may be waived in whole or in part writing by the Purchaser in writingat its sole discretion: (a) All The representations and warranties of the Seller Sellers contained in this Agreement herein shall be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing (Date other than any representation or warranty representations and warranties that is expressly made speak as of a specified date, specific date or time (which shall need only be true and correct as of such date or time) and the Sellers shall furnish Purchaser with an officer's certificate as to the foregoing; (b) Each of the Sellers shall have performed in all material respects as all of such specified date only). (b) The Seller and the Company shall have performed and complied in all material respects with all the covenants and agreements its obligations required by this Agreement to be performed or complied with by it at on or prior to the Closing.Closing and the Sellers shall furnish Purchaser with an officer's certificate as to the foregoing; (c) There As of the Closing Date, there shall be in effect no Law effective injunction, writ or injunction preliminary restraining order or any order of any nature issued by a court or governmental or regulatory agency of competent jurisdiction making illegal to the effect that the transactions contemplated by this Agreement may not be consummated and there shall be no action, suit or otherwise prohibiting proceeding pending, which is brought by any governmental or restraining regulatory agency, seeking to so enjoin the consummation transaction; (d) The applicable waiting period under the HSR Act shall have expired or been terminated; (e) The Purchaser shall have received all consents, approvals, authorizations or orders required as set forth on Schedule 3.04; (f) The Purchaser shall have received an opinion from Dow, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, in form and substance reasonably acceptable to the Purchaser, dated as of the Closing Date: (i) as to the due authorization, execution, delivery and enforceability of this Agreement; (ii) as to the good standing of the Subsidiaries; and (iii) that the transactions contemplated by this Agreement do not violate the organizational documents of the Subsidiaries. (g) The Sellers (or their affiliates as applicable) shall have executed the agreements referenced in Section 4.07 and as set forth on Schedule 4.07, and the other agreements required to be entered into pursuant to this Agreement; (h) The Purchaser shall have obtained the financing referred to in Section 4.17; (i) The closing of the transactions contemplated by this Agreement.the Equity Purchase Agreement shall have occurred or shall occur simultaneously with the Closing; and (dj) The Seller Magellan and the Purchaser (or their respective affiliates) shall have delivered either (i) executed the JV Purchase Agreement, upon terms and conditions mutually agreeable to Magellan and Purchaser, pursuant to which Magellan will cause its subsidiaries which are joint venture partners (the "Joint Venture Partners") in joint ventures ("Joint Ventures") which are the subject of the services agreements dated June 16, 1997 (the "Services Agreements") between Magellan and certain subsidiaries of Purchaser, to transfer to Purchaser the joint venture interests in the Joint Ventures or (ii) executed amendments to the Services Agreements, upon terms mutually agreeable to the parties, pursuant to which Magellan will transfer to Purchaser all rights to receive all distributions with respect to the Joint Ventures other than pursuant to working capital loan agreements and the Partial Satisfaction Agreement and pursuant to which Purchaser shall assume all obligations of the certificates. instruments and other documents required to be delivered by the Seller at or prior Joint Venture Partners thereafter arising with respect to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofinterests in the Joint Ventures. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate purchase the transactions contemplated by this Agreement are Sale Shares at Completion is subject to the fulfilment to its satisfaction or fulfillment at on or prior to the Closing Completion Date of each of the following conditions, any it being understood that these conditions are included for the exclusive benefit of which the Purchaser and may be waived waived, in whole or in part part, at any time prior to Completion, by the Purchaser in writing: (ai) All representations and warranties The Warranties of the Seller Vendor contained in this Agreement shall be true and correct in all material respects at and correct, as of the Closing with the same effect Completion Date as though such representations and warranties were made at and on the Completion Date, except for those Warranties the inaccuracy of which would not, either individually or in aggregate, result in a Material Adverse Change (as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date onlyhereinafter defined). (bii) The Seller covenants of the Vendor provided under Clauses 3.3; 6.1.2 (iii), (iv) and (v); 6. 1.1 as it relates to items (b), (c) (insofar as it relates to a material Encumbrance), (d), (e) (insofar as it relates to the Company Management), (f) (insofar as it relates to the Management), (h), (i), (j), (k), (l), (m) (insofar as it relates to any agreement with the Vendor's Group, (p) and (q) as such last item pertains to the aforementioned items and Schedule 2 shall have be performed or complied with on the Completion Date; the other covenants, agreements and complied conditions contained in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at any Group Company and/or the Vendor on or prior to the ClosingCompletion Date shall have been performed or complied with by said Group Company and/or the Vendor on the Completion Date in all material respects. (ciii) There No Material Adverse Change (as hereinafter defined) shall be in effect no Law have occurred between 30 September 2003 and the Completion Date. A "MATERIAL ADVERSE CHANGE" shall mean any event (but excluding general economic events) affecting or injunction issued by a court likely to negatively affect the condition (financial or otherwise), properties, business or results of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation operations of the transactions contemplated by this Agreement. (d) The Seller shall have delivered Group Companies taken as a whole save, for the avoidance of doubt, any event which has been fairly and adequately disclosed to the Purchaser all of in the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofDisclosure Letter. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by close under this Agreement are and the Real Estate Purchase Agreements is subject to the satisfaction or fulfillment at or prior to or at the Closing Date of each of the following conditions, any one or more of which may be waived in whole or in part by the Purchaser in writingPurchaser: (a) All representations The representations, warranties and warranties covenants of the Seller Sellers and the Owners contained in this Agreement herein or otherwise delivered pursuant hereto shall be true and correct in all material respects as of the date when made, shall be deemed to be made again at and as of the Closing with the same effect as though such representations Date, and warranties were made shall be true at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only).Date; (b) The Seller Sellers and the Company Owners shall have performed and complied in all material respects with all the covenants agreements and agreements conditions required by this Agreement to be performed or complied with by it at or the Sellers and the Owners prior to or at the Closing.Closing Date; (c) There No material adverse change in the Businesses or in the Assets shall be in effect no Law have occurred between March 31, 2003 and the Closing Date; (d) No federal, state or injunction issued by a court of local governmental unit, agency, body or authority with competent jurisdiction making illegal over the subject matter shall have given official written notice of its intention to institute proceedings to prohibit the transaction contemplated by this Agreement and the Real Estate Purchase Agreements, or otherwise prohibiting which would interfere with the use of the Assets or restraining the operation of the Businesses; (e) No judgment, order or decree shall have been rendered by any governmental authority and no action shall have been instituted or threatened by any person which has the effect of enjoining or which seeks to enjoin the consummation of the transactions transaction contemplated by this Agreement.Agreement and the Real Estate Purchase Agreements; (df) The Seller Sellers and the Owners shall have delivered to the Purchaser all an opinion of its legal counsel, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., in form and substance reasonably acceptable to the certificates. Purchaser and its counsel, addressing the due and proper authorization, execution and delivery and the enforceability of this Agreement and the Real Estate Purchase Agreements and the instruments and documents executed in connection herewith and therewith and such other documents required to be matters as the Purchaser or its counsel may reasonably require; and (g) The Phase One Environmental Assessments delivered by the Seller at or prior Sellers and Owners to the Closing Purchaser pursuant to Section 2.3(b2.11(c) and Sections 6.15 through 6.21 hereof.above disclose only conditions that are acceptable to Purchaser; and (eh) All consents from Governmental Authorities and other parties necessary deliveries pursuant to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, Section 6.04 shall have been obtained made and copies of such consents shall have been delivered be reasonably acceptable to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to purchase the Purchased Shares and the Safe Income Notes and consummate the other transactions contemplated by this Agreement are subject to the satisfaction or fulfillment at or prior to the Closing of each of the following conditions, any or all of which may be waived in whole or in part by the Purchaser in writingto the extent permitted by applicable Law: (a) All representations the Major Regulatory Approvals and warranties of the Seller contained in this Agreement shall be true and correct in all material respects at and as of Corporation Third Party Consents which the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only). (b) The Seller and the Company shall Purchaser have performed and complied agreed in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at writing on or prior to the Closing. (c) There date hereof would need to be obtained shall have been obtained except those Corporation Third Party Consents for which the failure to obtain, individually or in aggregate, could not reasonably be expected to result in effect no Law a Material Adverse Effect on the Purchaser or injunction issued by a court of competent jurisdiction making illegal the Corporation or otherwise prohibiting or restraining prohibit the consummation of the transactions contemplated by this Agreement.; (db) The Seller there shall not have delivered been instituted or be pending any Action before any court or other Governmental Entity in Canada or the United States by any Governmental Entity of Canada or the United States seeking to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to prohibit the consummation of the transactions contemplated hereby by this Agreement; (c) no Canadian or United States court or other Governmental Entity in Canada or the United States shall have enacted, issued, promulgated, enforced or entered any Law, judgment, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) (collectively, an "Order”) which is in effect and by prohibits the Ancillary Agreements and for the operation consummation of the Business after transactions contemplated by this Agreement; (d) there shall not have occurred, following September 30, 2006 and prior to the ClosingClosing Date, including those consents set forth on Schedule 4.4 a Material Adverse Effect with respect to the Corporation; (e) the representations and Schedule 4.5 warranties of the Seller made in or pursuant to this Agreement, other than the representations and warranties set out in subsection 3.1(s) hereof, read as though they did not contain any qualification as to materiality or Material Adverse Effect, shall be true and correct at Closing with the same force and effect as if made at and as of the Closing Time; except where the failure of such representations or warranties to be so true and correct, in the aggregate and taken together with any matters or events referred to in the amended or supplemented disclosure contemplated below in this subsection 5.1(e), has not had a Material Adverse Effect on the Corporation. From time to time after the date of this Agreement until the close of business on the third (3rd) Business Day prior to the Closing Date, the Seller may deliver to the Purchaser a supplement or amendment to its written disclosure relating to the representations and warranties set forth in Section 3.1 that updates the matters set forth in such written disclosure to reflect (and only to reflect) events that have occurred after the date hereof and prior to such third (3rd) Business Day preceding the Closing Date. Any such amended or supplemented disclosure shall make specific reference only to such matters or events that occur after the date hereof and prior to such third (3rd) Business Day preceding the Closing Date and shall be deemed, upon its delivery to Purchaser, to amend and supersede the prior written disclosure as to the matters set forth therein for purposes of determining the indemnification rights of the Purchaser arising under Section 7.2 hereof with respect to any such matter or event; (f) the covenants contained in this Agreement to be complied with or performed by the Seller shall have been obtained complied with or performed; provided that the matters set forth in this subsection shall not be a condition to the obligation of the Purchaser to consummate the purchase of the Purchased Shares and copies the Safe Income Notes hereunder unless and until such matters, in the aggregate, shall have had or may have a Material Adverse Effect on the Purchaser or the Corporation; (g) the Purchaser shall have received a certificate confirming the matters set forth in subsections 5.1(e) and 5.1(f), signed for and on behalf of such consents the Seller by a senior officer of the Seller in form and substance satisfactory to the Purchaser, acting reasonably; (h) the Opinion of the Seller’s Counsel shall have been delivered to the Purchaser.; and (fi) There the Reorganization Plan shall have been completed except (subject to Section 4.14) where the failure to complete any part of the Reorganization Plan shall not have been materially prejudice the Purchaser. The conditions set forth in subsections 5.1(d) to 5.1(i) are for the sole benefit of the Purchaser and may be waived by the Purchaser, by express or specific action to that effect, in whole or in part at any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected time and from time to have, a Material Adverse Effect or has resulted or could reasonably be expected to result time in a Material Adverse Changeits sole discretion.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by close under this Agreement are and the Real Property Purchase Agreement is subject to the satisfaction or fulfillment at or prior to or at the Closing Date of each of the following conditions, any one or more of which may be waived in whole or in part by the Purchaser in writingPurchaser: (a) All representations The representations, warranties and warranties covenants of the Seller Seller, the Manager and the Owner contained in this Agreement herein or otherwise delivered pursuant hereto shall be true and correct in all material respects as of the date when made, shall be deemed to be made again at and as of the Closing with the same effect as though such representations Date, and warranties were made shall be true at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only).Date; (b) The Seller Seller, the Manager and the Company Owner shall have performed and complied in all material respects with all the covenants agreements and agreements conditions required by this Agreement and the Real Property Purchase Agreement to be performed or complied with by it at or the Seller, the Manager and the Owner prior to or at the Closing.Closing Date; (c) There No material adverse change in the Business or in the Assets shall be in effect no Law have occurred between October 31, 2005 and the Closing Date; (d) No federal, state or injunction issued by a court of local governmental unit, agency, body or authority with competent jurisdiction making illegal over the subject matter shall have given official written notice of its intention to institute proceedings to prohibit the transaction contemplated by this Agreement or otherwise prohibiting the Real Property Purchase Agreement, or restraining which would interfere with the use of the Assets or the operation of the Business; (e) No judgment, order or decree shall have been rendered by any governmental authority and no action shall have been instituted or threatened by any person which has the effect of enjoining or which seeks to enjoin the consummation of the transactions transaction contemplated by this Agreement or the Real Property Purchase Agreement.; (df) The Seller Seller, the Manager and the Owner shall have delivered to the Purchaser all an opinion of its legal counsel, D▇▇▇▇ ▇. ▇▇▇▇▇▇, in form and substance reasonably acceptable to the Purchaser and its counsel, addressing the due and proper authorization, execution and delivery and the enforceability of this Agreement or the Real Property Purchase Agreement and the instruments and documents executed in connection herewith and therewith and such other matters as the Purchaser or its counsel may reasonably require; and (g) The Purchaser shall have received the audited and unaudited financial statements with respect to Seller that are required by Rule 3-05 of Regulation S-X of the certificates. instruments and other documents required to be delivered by the Seller Securities Exchange Act of 1934, as amended, at or least twenty (20) business days prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation Date. The audited financial statements shall be free of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.any

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment or fulfillment the Purchaser's waiver, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All Each of the representations and warranties of the Seller contained in this Agreement Agreement, the Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects at (in the case of any representation or warranty not qualified by materiality) on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing such date (other than any representation or warranty except those representations and warranties that is expressly made address matters only as of a specified date, the accuracy of which shall be true and correct determined as of that specified date in all material respects as of such specified date onlyrespects). (b) The Seller and the Company shall have duly performed and complied in all material respects with all the agreements, covenants and agreements conditions required by this Agreement and each of the Transaction Documents to be performed or complied with by it at or the Seller prior to or on the ClosingClosing Date. (c) There No Action shall have been commenced against the Seller or Corporation which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect no Law effect, which restrains or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions prohibits any transaction contemplated by this Agreementhereby. (d) The Seller Purchaser shall have delivered to received a certificate, dated the Purchaser all Closing Date and signed by the Seller, that each of the certificates. instruments conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied. (e) The arrangements between the Corporation, on the one hand, and any Affiliate of the Corporation or the Seller (including Monroe Capital, LLC), on the other documents required hand, shall have been terminated. (f) The Purchaser shall have received from the Seller each of the other items to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof2.2(c). (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement hereby are further subject to the satisfaction (or fulfillment waiver by the Purchaser) at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties The Fundamental Representations of the Seller and the Company contained in this Agreement shall be true Article III and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which Article IV shall be true and correct in all material respects as of the date hereof and as of the Closing as though made at and as of such specified date only).time or, in the case of representations and warranties made as of a specific date, as of such date; (b) The representations and warranties of the Seller and the Company contained in Article III and Article IV (other than the Fundamental Representations) shall be true and correct (determined without regard to any materiality, Seller Material Adverse Effect, Company Material Adverse Effect, or similar qualification) as of the date hereof and as of the Closing as though made at and as of such time or, in the case of representations and warranties made as of a specific date, as of such date, except where any such failure of such representations and warranties to be true and correct would not, individually or in the aggregate, constitute or result in a Company Material Adverse Effect or a Seller Material Adverse Effect, as applicable; (c) The Seller and the Company shall have performed and complied in all material respects with all the covenants and agreements their obligations hereunder required by this Agreement to be performed or complied with by it each of them at or prior to the Closing. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement.; (d) No change, effect, event, development or occurrence shall have occurred or come to exist since the date hereof that has had or would, individually or in the aggregate, have a Company Material Adverse Effect or a Seller Material Adverse Effect; (e) The Company shall have received all consents, authorizations or approvals or delivered all notices required under the Contracts listed in Section 7.3(e) of the Company Disclosure Letter, in each case in form and substance reasonably satisfactory to the Purchaser, and no such consents, authorizations, approvals or notices shall have been revoked; and (f) The Seller shall have delivered delivered, or caused to be delivered, to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to items identified in Section 2.3(b) and Sections 6.15 through 6.21 hereof8.2. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions transaction contemplated by this Agreement are hereby shall be subject to the satisfaction fulfillment or fulfillment waiver by the Purchaser at or prior to the Closing of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (ai) All representations The Seller and warranties the Company shall have fully satisfied all of their respective obligations under this Agreement that must be performed or fulfilled prior to Closing, including, for the avoidance of doubt, pursuant to Article 5. (ii) The Representations of the Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties were if they had been made at and as of on the Closing Date (other than any representation or warranty that is expressly made as of those Representations which refer to a specified date, specific date which shall be true and correct in all material respects as of such specified date onlydates). (biii) The Seller and the Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement No Material Adverse Change has occurred or is reasonably likely to be performed or complied with by it at or prior to the Closingoccur. (civ) There shall be in effect no Law No statute, rule, regulation, executive order, decree or injunction issued shall have been enacted, entered, promulgated or enforced by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining any Governmental Authority that prohibits the consummation of the transactions contemplated by this AgreementTransaction. (dv) The Company shall have obtained the approval of the Management Committee of the Solimões Project for the execution of the Maintenance and Other Services Agreement and the Aerial Services Agreement under the terms of the corresponding Joint Operating Agreement – JOA entered into between HRT O&G and TNK-BrasilExploração e Produção de Óleo e Gás Ltda. (currently Rosneft Brasil E&P Ltda.) on October 31, 2011. (vi) The Appraisal shall have been completed. (vii) The Purchaser shall have completed the due diligence on the Company during the course of which no information that materially and adversely impacts the Company was discovered. (viii) The Seller shall have delivered to the Purchaser all the Closing Balance Sheet with a statement setting forth a detailed calculation of the amount of the Company’s Estimated Closing NWC and Estimated Closing Indebtedness. (ix) The Seller shall have delivered to the Purchaser (in form and substance satisfactory to the Purchaser and its counsel) separate certificates. instruments , dated the date hereof, of the Secretary or an Assistant Secretary of each of the Seller and the Company attaching a true and complete copy of the resolutions of the Board of Directors of the Seller and the Company, as the case may be, and of all documents evidencing other documents required necessary corporate or shareholder action (in form and substance satisfactory to be delivered the Purchaser and its counsel) taken by the Seller at or prior to and the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofCompany, as the case may be, in connection with the matters contemplated by this Agreement. (ex) All consents from Governmental Authorities The Purchaser and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, Seller shall have been obtained agreed upon and copies of such consents shall have been executed and delivered to the PurchaserMigration Plan. (fxi) There The Seller shall not have been any event, condition, development or change since caused HRT O&G to have executed and delivered the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result Maintenance and Other Services Agreement substantially in a Material Adverse Change.the form attached hereto as Exhibit B.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment or fulfillment Purchaser’s waiver, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations Representations and warranties of the Seller contained in this Agreement Agreement, the Related Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all material respects at on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing such date (other than any representation or warranty except those representations and warranties that is expressly made address matters only as of a specified date, the accuracy of which shall be true and correct determined as of that specified date in all material respects as of such specified date onlyrespects). (b) The Seller and the Company shall have duly performed and complied in all material respects with all the agreements and covenants and agreements required by this Agreement and each of the Related Documents to be performed or complied with by it at or prior to or on the ClosingClosing Date. (c) There No Proceeding shall have been commenced against Purchaser or Seller, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect no Law effect, which restrains or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions prohibits any transaction contemplated by this Agreementhereby. (d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been occurred any event, condition, development event that resulted in a material adverse effect on the Business or change since the Latest Balance Sheet Date, which has hadAcquired Assets, or would that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on the Business or has resulted or could reasonably be expected the Acquired Assets. (e) The Purchaser shall have received financing, on terms acceptable to result Purchaser in a Material Adverse Changeits sole discretion, that is sufficient to fund the Closing Payment and all other Purchaser transaction expenses related to the negotiation, execution and closing of this Agreement (as determined by Purchaser). (f) Seller shall have delivered to Purchaser the documents and other deliveries set forth in Section 3.02.

Conditions to Obligations of the Purchaser. ‌ The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment or fulfillment the Purchaser’s waiver, at or prior to before the Closing Closing, of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All Other than the representations and warranties of the Seller contained Vendor set out in Sections 3.1, 3.2, 3.3, 3.4, 3.7 and 3.25, the representations and warranties of the Vendor set out in this Agreement Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects at (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing such date (other than any representation or warranty except those representations and warranties that is expressly made address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Vendor set out in Sections 3.1, 3.2, 3.3, 3.4, 3.7 and 3.25 shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date only).in all respects).‌ (b) The Seller and the Company Vendor shall have duly performed and complied in all material respects with all the agreements, covenants and agreements conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it before or on the Closing Date.‌ (c) No Action shall have been commenced against the Purchaser, the Vendor the L8 Subsidiaries that would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed in Section 3.6 of the Disclosure Schedule shall have been received, and executed counterparts thereof shall have been delivered to the Purchaser, at or prior to before the Closing. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to From the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (f) The Transaction Documents (other than this Agreement) shall have been obtained executed and delivered by the parties thereto and true and complete copies of such consents thereof shall have been delivered to the Purchaser. (fg) There The Purchaser shall not have received a certificate, dated the Closing Date and signed by a duly authorized officer of the Vendor, that (i) each of the conditions set forth in Section 6.2(a) and Section 6.2(b) has been any eventsatisfied and (ii) attached thereto are true and complete copies of all resolutions adopted by the shareholder(s) and the board of directors of the Vendor authorizing the execution, conditiondelivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, development and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (h) The Purchaser shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of the Vendor, certifying the names and signatures of the officers of the Vendor authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (i) The Purchaser shall have received resignations of the directors and officers of the L8 Subsidiaries under Section 5.4, if applicable. (j) The Vendor shall have delivered all financial statements of the L8 Subsidiaries required to be included in the Listing Statement and the Prospectus pursuant to applicable Securities Laws and the policies of the CSE. (k) The Purchaser shall have received the conditional approval of the CSE for the Transaction and the listing of the Common Shares on the CSE. (l) The Vendor shall have delivered to the Purchaser a certificate of status (or change since its equivalent) for the Latest Balance Sheet Date, which has hadL8 Subsidiaries. (m) The Vendor shall have delivered, or would caused to be delivered, to the Purchaser share certificates representing the Vendor Shares, free and clear of Encumbrances, duly endorsed in blank or accompanied by forms of share transfers or other instruments of transfer duly executed in blank. (n) The Vendor shall have delivered to the Purchaser such other documents or instruments as the Purchaser reasonably be expected requests and are reasonably necessary to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changeconsummate the transactions contemplated by this Agreement.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate purchase and pay for the Bonds and the obligation of the Issuer to sell the Bonds to the Purchaser shall be subject to the following conditions precedent: (a) The representations and warranties of the Company herein and the representations and warranties made in each of the Loan Documents and the Guaranties by the respective parties thereto shall be true, correct and complete on the date hereof and on the Closing Date, and each such party to the Loan Documents, including the Company, shall deliver a certificate to such effect on the Closing Date. The Issuer and the Company shall have performed all of their obligations hereunder, and the statements made on behalf of the Issuer and the Company hereunder shall be true and correct on the date hereof and on the Closing Date, and the Issuer and the Company shall deliver certificates to such effect on the Closing Date. (b) Except as may have been agreed to by the Purchaser, as of the Closing Date, each of the Loan Documents, the Resolution and all other official action of the Issuer relating thereto shall be in full force and effect and shall not have been amended, modified or supplemented without the written approval of the Purchaser. (c) The Issuer shall have received the approving opinion of Bond Counsel in form and substance reasonably acceptable to the Purchaser, and the Purchaser shall have received a letter from Bond Counsel dated the Closing Date and addressed to the Purchaser, to the effect that the Purchaser may rely upon such firm's opinion as if it were addressed to the Purchaser. (d) The Purchaser shall have received the opinion of counsel to the Issuer, dated the Closing Date and addressed to the Purchaser in form and substance reasonably acceptable to the Purchaser. (e) No default or event of default (as defined in any of the Loan Documents or the Guaranties) shall have occurred and be continuing, and no event shall have occurred and be continuing as of the Closing Date which, with the lapse of time or the giving of notice or both, would constitute such a default or event of default. (i) No material adverse change shall have occurred, nor shall any development involving a prospective material and adverse change in, or affecting the affairs, business, financial condition, result of operations, prospects or properties (including the Project) of the Issuer, the Company or the Guarantors have occurred, between the date hereof and the Closing Date; and (ii) The financial statements of the Company heretofore delivered to the Purchaser have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the period involved and fairly present the Company's consolidated financial condition as of the date or dates thereof, and there has been no material adverse change in the Company's financial condition or operations since December 31, 1997. (g) On or prior to the Closing Date, all actions required to be taken as of the Closing Date in connection with the Bonds and the Loan Documents by the Issuer, the Company and the Guarantors shall have been taken, and the Issuer, the Company and the Guarantors shall each have performed and complied with all agreements, covenants and conditions required to be performed or complied with it by this Agreement, the Bonds and the Loan Documents, and each party shall deliver a certificate to such effect insofar as the foregoing actions, agreements, covenants and conditions apply to each such party, and each of such agreements shall be in full force and effect and shall not have been amended, modified or supplemented, except as has been agreed to in writing by the Purchaser. (h) Each of the Loan Documents and the Guaranties shall have been executed and delivered by each of the respective parties thereto, all such documents shall be in forms exhibited to the Purchaser on the date hereof with only such changes as the Purchaser may approve in writing, and each of the Loan Documents and the Guaranties shall be in full force and effect. (i) None of the events referred to in Section 9 of this Agreement shall have occurred. (j) The Purchaser shall have received a certificate, dated the Closing Date and signed on behalf of the Issuer, to the effect that: (i) the Issuer has not received notice of any pending, nor to the Issuer's knowledge is there any threatened, action, suit, proceeding, inquiry or investigation against the Issuer, at law or in equity, by or before any court, public board or body, nor to the Issuer's knowledge is there any basis therefor, affecting the existence of the Issuer or the titles of its officials to their respective offices, or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of revenues or assets of the Issuer pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way materially adversely affecting or questioning (A) the territorial jurisdiction of the Issuer, (B) the use of the proceeds of the Bonds to permanently finance the Project, (C) the validity or enforceability of the Bonds, any proceedings of the Issuer taken with respect to the Bonds, or any of the Loan Documents to which it is a party, (D) the execution and delivery of this Agreement or the Bonds, or (E) the power of the Issuer to carry out the transactions contemplated by this Agreement are subject Agreement, the Bonds, the Indenture or any of the Loan Documents which the Issuer is a party; and (ii) the Issuer has complied with all the covenants and satisfied all of the conditions on its part to the satisfaction be performed or fulfillment satisfied at or prior to the Closing of Date, and the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller Issuer contained herein and in this Agreement shall be each of the Loan Documents to which it is a party are true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only)Date. (bk) The Seller Purchaser shall have received an opinion of counsel to the Company and the Company Guarantors, dated the Closing Date and addressed to the Purchaser in form and substance reasonably acceptable to the Purchaser. (l) The Purchaser shall have performed received certificates dated the Closing Date from the Company and the Guarantors to the effect that the Company and the Guarantors have complied in all material respects with all of the covenants and agreements required by this Agreement satisfied all of the conditions to be performed or complied with satisfied by it at or prior to the Closing. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at on or prior to the Closing pursuant Date, and the representations and warranties of the Company and the Guarantors contained in this Agreement and in each of the Loan Documents to Section 2.3(b) which it is a party are true, correct and Sections 6.15 through 6.21 hereofcomplete as of the Closing Date, and it has full legal right, power and authority to enter into and carry out the transactions contemplated by the Loan Documents and the Guaranties. (em) All consents from Governmental Authorities The Purchaser shall have received a certificate, dated the Closing Date and signed by an authorized officer of the Trustee, to the effect that (i) he or she is an authorized officer of the Trustee, (ii) the Indenture has been duly executed and delivered by the Trustee, (iii) the Trustee has all necessary corporate and trust powers required to carry out the trust created by the Indenture, (iv) to the best of his or her knowledge, the acceptance by the Trustee of the duties and obligations of the Trustee under the Indenture and compliance with the provisions thereof will not conflict with or constitute a breach of or default under any law, administrative regulation, consent decree or any agreement or other instrument to which the Trustee is subject or by which the Trustee is bound, and (v) the Trustee has duly authenticated the Bonds, and the person signing the certificate of authentication on each Bond has been duly authorized to do so. (n) Evidence, reasonably satisfactory in form and substance to the Purchaser and Bond Counsel, of a satisfactory and favorable conclusion to a bond validation proceeding under the laws of the State with respect to the Bonds shall have been received. (o) Such additional certificates, opinions and other parties necessary documents as the Purchaser or Bond Counsel may reasonably request to evidence performance of or compliance with the consummation provisions of this Agreement and the transactions contemplated hereby and by the Ancillary Agreements issuance and for the operation sale of the Business after Bonds, all such certificates and other documents to be reasonably satisfactory in form and substance to the ClosingPurchaser, including those consents set forth on Schedule 4.4 shall have been received. (p) If any conditions to the obligations of the Purchaser or the Issuer contained in this Agreement are not satisfied and Schedule 4.5 the satisfaction of such conditions shall not be waived by the Purchaser, then, at the option of the Purchaser (i) the Closing Date shall be postponed for such period as may be deemed necessary for such conditions to be satisfied or (ii) without limiting the generality of Section 14 of this Agreement, the obligations of the Purchaser and the Issuer under this Agreement shall terminate, neither the Purchaser nor the Issuer shall have been obtained any further obligations or liabilities hereunder, and copies of such consents the Company shall have been delivered to the Purchaserno further obligations or liabilities hereunder other than its obligations under Section 5 hereof. (fq) There All of the legal opinions, certificates, proceedings, instruments and other documents mentioned above or elsewhere in this Agreement shall not have been any eventbe deemed to be in compliance with the provisions hereof if, conditionbut only if, development or change since they are in form and substance reasonably satisfactory to the Latest Balance Sheet Purchaser and the Issuer. (r) As of the Closing Date, which has hadno event of default (as defined in the Loan Documents) shall have occurred and be continuing, or nor shall any event have occurred and be continuing as of the Closing Date which, with the lapse of time, would reasonably be expected constitute such a default. (s) The Purchaser shall have received, in immediately available funds, payment of the $10,000 fee from the Company payable pursuant to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changethe commitment letter between the Purchaser and the Company.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment or fulfillment the Purchaser’s waiver, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All Other than the Fundamental Representations, the representations and warranties of the Seller Sellers contained in this Agreement shall be true and correct in all material respects at on and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing such date (other than any representation or warranty except those representations and warranties that is expressly made address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects) except where the failure of such representations and warranties to be true and correct (in each case disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. The Fundamental Representations shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date onlyin all respects). (b) The Seller and the Company Sellers shall have duly performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or them prior to or on the Closing Date. (c) No Action shall have been commenced against the Purchaser, any Seller, the Sellers’ Representative or any Group Company, which would prevent the Closing. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller From the Effective Date, there shall not have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofoccurred any Material Adverse Effect. (e) All consents from Governmental Authorities and other parties necessary to the consummation Except as set forth on Section 8.2(e) of the transactions contemplated hereby and by Disclosure Schedule, the Ancillary Agreements and for the operation Sellers shall have delivered evidence of the Business after termination of all Related Party Contracts, effective as of the Closing, including those consents set forth without any further Liability or obligation on Schedule 4.4 the part of the Purchaser or any Group Company, in form and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered substance reasonably satisfactory to the Purchaser. (f) There The Purchaser shall not have received a certificate, dated the Closing Date and signed by the Sellers and the Sellers’ Representative, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been any eventsatisfied. (g) The Purchaser shall have obtained consents of its lender(s), conditionand such equity and debt financing, development on terms and conditions satisfactory to the Purchaser, as the Purchaser shall, in its reasonable discretion, deem necessary to enable the Purchaser to consummate the transactions contemplated by this Agreement and the Ancillary Agreements on the terms and subject to the conditions set forth herein and therein, and to enable it to make all payments under Section 2.5 and pay all of the Purchaser’s and its Affiliates’ fees and expenses associated with the transactions contemplated by this Agreement and the Ancillary Agreements. (h) The Purchaser shall have received a revised Employee Census Report, updated as of the last payroll date immediately prior to the Closing Date. (i) Each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III shall have entered into an Employment Agreement with Banker Steel, in form and substance reasonably satisfactory to the Purchaser, effective as of the Closing Date. (j) The Sellers shall have delivered (or change since caused to be delivered) the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, items set forth in Section 2.4. (k) Banker Family Trust and the Purchaser shall have agreed upon a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changefinal form of Trust Note.

Conditions to Obligations of the Purchaser. (a) The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Initial Purchase and the Second Purchase shall be subject to the satisfaction or fulfillment waiver at or prior to the Initial Closing (in the case of the Initial Purchase) or the Second Closing (in the case of the Second Purchase) of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (ai) All Each of the representations and warranties of the Seller Company contained in this Agreement shall be true and correct (disregarding for this purpose all references in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and to any materiality, Material Adverse Effect or Knowledge qualifications) as of the Initial Closing (other than any representation or warranty that is expressly except to the extent such representations and warranties are made as of a specified particular date, in which case such representations and warranties shall be have been true and correct in all material respects as of such specified date onlydate)., except for failures to be true and correct which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect (and, for purposes of the Second Closing, this condition shall be automatically deemed to be satisfied unless both (A) the Company had Knowledge on or prior to the Initial Closing of matters that would result in such representations and warranties failing to be true and correct as of the Initial Closing except for such failures to be true and correct which individually or in the aggregate would not have a Material Adverse Effect, and (B) the Purchaser did not have actual knowledge of such failures as of the Initial Closing or the Purchaser had such knowledge and advised the Company in writing and such failures were not waived by the Purchaser in connection with waiving the satisfaction of this condition at the Initial Closing (such failures to be true and correct complying with both of clauses (A) and (B) of this clause (i), "Second Closing Failures"); and only Second Closing Failures which continue to fail to be true and correct as of the Second Closing shall be considered in determining whether this condition is satisfied at the Second Closing)), (bii) The Seller and the Company shall have performed and complied in all material respects shall have performed, satisfied and complied with all the each of its covenants and agreements required by (provided that in the case of the Second Closing such covenants and agreements shall not include those contained in Sections 4.3, 4.7, 4.9, 4.13, 4.14 and 4.15 and the first sentence of Section 4.12, subject to Section 4.16) set forth in this Agreement to be performed or performed, satisfied and complied with by it at or prior to the or at such Closing.; (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (diii) The Seller Company shall have delivered to the Purchaser all an officer's certificate certifying as to the Company's compliance with the conditions set forth in clauses (i) and (ii) of this Section 5.2(a); (iv) The Significant Shareholders and the Company shall have executed and delivered an agreement in the form of Exhibit 5.2(a) (iv) (the "Stockholders Agreement"), and the Stockholders Agreement shall be in full force and effect; (v) The Company shall have executed and delivered a Registration Rights Agreement in the form of Exhibit 5.2(a)(v) (the "Registration Rights Agreement"), and the Registration Rights Agreement shall be in full force and effect; (vi) The Certificate of Designation shall have been duly filed with the Secretary of State of the certificates. instruments State of Delaware and other documents required shall be in full force and effect; (vii) The Shares initially issuable upon conversion or exercise, as the case may be, of the Preferred Stock and the Warrants shall have been duly authorized and reserved for issuance and such Shares shall have been listed on the NYSE, subject to be delivered by official notice of issuance; (viii) The Purchaser shall have received at the Seller at or prior Initial Closing an opinion of Willkie Farr & Gallagher, outside counsel to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof.Company, ▇▇ ▇▇▇ ▇▇▇▇ of ▇▇▇▇▇▇▇ 5.2(a)(viii); and (eix) All consents from Governmental Authorities and other parties necessary In the case of the Initial Closing only, except to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents extent set forth on Schedule 4.4 and Schedule 4.5 of this Agreement2.6, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There there shall not have been occurred after December 31, 1998 any event, condition, change or development or series of changes or developments (including without limitation as a result of any change since in the Latest Balance Sheet Date, Law) which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted in or could reasonably be expected to result individually or in the aggregate in a Material Adverse ChangeEffect. (b) In addition to the conditions set forth in paragraph (a) above, the obligation of the Purchaser to consummate the Second Purchase shall be subject to the satisfaction or waiver at or prior to the Second Closing of the following conditions: (i) the Certificate of Amendment shall have been duly filed with the Secretary of State of the State of Delaware and shall be in full force and effect, and the certificate of incorporation of the Company shall not have been otherwise amended, modified or waived, and (ii) each of the representations and warranties of the Company contained in Section 2.4 of this Agreement shall be true and correct (disregarding for this purpose all references in such representations and warranties as to materiality) as of the Initial Closing, except for (i) failures to be true and correct which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect and (ii) failures to be true and correct which (A) were known to the Purchaser as of the Initial Closing, (B) were not disclosed in writing by the Purchaser to the Company, and (C) could have been asserted by the Purchaser as a basis for the failure of the condition set forth in Section 5.2(a)(i).

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate purchase the transactions contemplated Notes to be purchased by this Agreement it hereunder are subject to the satisfaction satisfaction, or fulfillment at or prior to waiver by the Closing Purchaser, of the following conditions, any conditions as of which may be waived in whole or in part by the Purchaser in writingClosing: (a) All The transactions contemplated by that certain Credit Agreement and Guaranty, dated as of August 5, 2024, by and among the Company, the other borrowers party thereto, the guarantors party there, Wilmington Trust, National Association, as agent, and the lenders party thereto, shall be consummated concurrently with the Closing; (b) (i) The representations and warranties of the Seller contained Company set forth in this Agreement Section 3.1, Section 3.4 and Section 3.6 shall be true and correct in all material respects at as of the date hereof and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly such representations and warranties as are made as of a specified an earlier date, which shall be so true and correct as of such earlier date) and (ii) the other representations and warranties of the Company (A) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifier shall be true and correct in all respects as of the date hereof and as of the Closing as though made at and as of the Closing (other than such representations and warranties as are made as of an earlier date, which shall be so true and correct as of such earlier date) and (B) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifier shall be true and correct in all material respects as of the date hereof and as of the Closing as though made at and as of the Closing (other than such specified date onlyrepresentations and warranties as are made as of an earlier date, which shall be so true and correct as of such earlier date). (b) The Seller and the Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement.[Reserved]; (d) The Seller Common Stock (i) shall be designated for quotation or listed (as applicable) on Nasdaq and (ii) shall not have delivered to the Purchaser all been suspended, as of the certificates. instruments and other documents required to be delivered Closing Date, by the Seller at SEC or prior to Nasdaq from trading on Nasdaq nor shall suspension by the SEC or Nasdaq have been threatened as of the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof.Date, either in writing by the SEC or Nasdaq or by falling below the minimum listing maintenance requirements of Nasdaq; (e) All consents from Governmental Authorities and other parties necessary to No event that would be a “Default” or “Event of Default” under the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser.Indenture exists; (f) There shall not have been any event, condition, development or change Material Adverse Change since the Latest Balance Sheet execution of this Agreement; (g) The Company shall have performed and complied, in all material respects, with all of its covenants and agreements contained in this Agreement that contemplate, by their terms, performance or compliance prior to the Closing; (h) The Company shall have delivered to the Trustee, as custodian, the Global Notes (as defined in the Indenture) registered in the name of The Depository Trust Company, and the Notes shall be eligible for clearance and settlement through the facilities of The Depository Trust Company; (i) The purchase and sale of the Notes shall not be prohibited or enjoined by any court of competent jurisdiction; and (j) The Purchaser shall have received at or prior to the Closing: i. a duly executed copy of the Indenture; ii. the opinion of Dentons B▇▇▇▇▇▇ G▇▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated the Closing Date, which has hadin form and substance satisfactory to the Purchaser; iii. a certificate dated the Closing Date, signed by the chief executive officer and the chief financial officer of the Company, on behalf of the Company and not in such officers’ individual capacities, certifying that the conditions specified in Section 5.1(b), (e), (f) and (g); iv. a certificate, dated the Closing Date, executed by the Secretary of the Company, certifying such matters as the Purchaser may reasonably request and are customary for the type of transaction contemplated by this Agreement; v. satisfactory evidence of the good standing of the Company in the state of Delaware, in writing or would any standard form of telecommunication from the Secretary of State of Delaware; and vi. such additional documents, certificates and evidence as the Purchaser may have reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changerequested.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller HPI Indemnifying Stockholders contained in this Agreement shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than except for changes permitted or contemplated by this Agreement and except for any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only), in each case with only such exceptions as would not in the aggregate reasonably be expected to have a materially adverse effect on the assets, properties, operations, business, financial condition or results of operations of the Acquired Companies, taken as a whole, except for any such change or effect arising directly or indirectly from (i) this Agreement or the transactions contemplated by this Agreement, (ii) the announcement or other disclosure of this Agreement or the transactions contemplated by this Agreement, (iii) any changes in conditions generally applicable to the newspaper industry, or (iv) any changes in the general United States or global economic conditions. (b) The Seller Each of the HPI Stockholders, HPI and the Company HEC shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated. (d) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (de) The Seller HEC and each Acquired Company shall have delivered to the Purchaser all of the certificates. , instruments and other documents required to be delivered by the Seller such company at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 3.2 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Acquisition and effect the Closing shall be subject to the satisfaction or fulfillment or, in the sole and absolute discretion of the Purchaser, waiver by the Purchaser, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All (i) The Seller’s representations and warranties of the Seller contained in this Agreement Section 4.04(b) shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing with the same effect Date as though such representations and warranties were made at on and as of the Closing Date; (other than any representation or warranty that is expressly made ii) the Seller’s representations and warranties in Section 3.04 shall be true and correct in all respects (except for de minimis exceptions) as of a specified date, which the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date; (iii) the Seller’s Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than those Seller’s Fundamental Representations that are made as of a specified date, in which case, such representations and warranties shall be so true and correct in all material respects as of such date), in each case, disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” or any similar qualifications therein; (iv) the representations and warranties of the Seller in Article III and Article IV (other than the Seller’s Fundamental Representations and the Seller’s representations and warranties in Section 4.04(b) and Section 3.04) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that are made as of a specified date onlydate, in which case, such representations and warranties shall be true and correct as of such date), in each case, disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” or any similar qualifications therein, except where the failure of such representations and warranties to be true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (iv) the Purchaser shall have received a certificate signed by a senior officer of the Seller to such effect. (b) The Seller and the Company shall have performed and complied in all material respects with all the covenants covenants, obligations and agreements required by contained in this Agreement to be performed or and complied with by it the Seller at or prior before the Closing shall have been performed and complied with in all material respects, and the Purchaser shall have received a certificate signed by a senior officer of the Seller to the Closingsuch effect. (c) There The waiting periods or clearances required under the Antitrust Laws in the jurisdictions set forth on Section 9.01(c) of the Seller Disclosure Letter shall be have expired or been terminated or otherwise obtained. (d) No Law shall have been enacted, entered or promulgated, and no Governmental Order shall have been issued by any court or other Governmental Authority, that remains in effect no Law or injunction issued by a court of competent jurisdiction making illegal and that (i) enjoins or otherwise prohibiting prohibits the consummation of the Closing or restraining the consummation of the other transactions contemplated by this Agreement or (ii)(A) enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreementthe Ancillary Agreements and (B) such injunction or prohibition would materially and adversely impact the Purchaser’s ability to operate the Business following the Closing. (de) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect, and the Purchaser shall have received a certificate signed by a senior officer of the Seller to such effect. (f) The Seller shall have delivered, or caused to be delivered, the GAAP Financial Statements in accordance with Section 6.18. (g) The Seller shall have delivered, or caused to be delivered, all documents, instruments and certificates required to be delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaserin Section 2.07(a). (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Closing is subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (ai) All The Fundamental Company Representations and Warranties shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (ii) the representations and warranties of the Seller contained Company (other than the Fundamental Company Representations and Warranties) that are qualified by materiality or Material Adverse Effect shall be true and correct in this Agreement all respects on and as of the Closing Date as though made on and as of the Closing Date; (iii) the representations and warranties of the Company (other than the Fundamental Company Representations and Warranties) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects at on and as of the Closing with the same effect Date as though such representations and warranties were made at on and as of the Closing Date (other than any representation iv) the Company shall have performed or warranty that is expressly made as complied with all obligations and conditions in this Agreement required to be performed or complied with by the Company on or prior to the Closing Date; (v) there shall have been no event, occurrence, development or state of circumstances or facts that, individually or in the aggregate, has had or would reasonably be expected to have a specified date, which Material Adverse Effect; and (vi) the Purchaser shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company to the foregoing effect. (b) (i) The representations and warranties of each Seller shall be true and correct in all material respects on and as of such specified date only). the Closing Date as though made on and as of the Closing Date; (bii) The each Seller and the Company shall have performed and or complied in all material respects with all the covenants obligations and agreements required by conditions in this Agreement required to be performed or complied with by it at such Seller on or prior to the ClosingClosing Date; and (iii) the Purchaser shall have received a certificate signed by each Seller (to the extent such Seller is an individual) or an authorized officer of each Seller (to the extent such Seller is an entity) to the foregoing effect. (c) There The Purchaser shall be have received an opinion, dated the Closing Date, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, U.S. counsel for the Company, in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining form and substance reasonably satisfactory to the consummation of the transactions contemplated by this AgreementPurchaser. (d) The Seller Purchaser shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to received an opinion, dated the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation Date, of the transactions contemplated hereby and by the Ancillary Agreements and ▇▇▇▇▇▇ & Calder, Cayman Islands counsel for the operation of the Business after the ClosingCompany, including those consents set forth on Schedule 4.4 in form and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered substance reasonably satisfactory to the Purchaser. (e) The Company, the Purchaser and the other parties thereto shall have duly executed and delivered the ▇▇▇ and the RRA and the Purchaser shall have received such executed counterparts thereof. (f) There The Purchaser shall not have received a duly certified true and complete copy of the register of directors of the Company, evidencing the appointment of the Investor Nominee (as such term is defined under the ▇▇▇) pursuant to the terms of the ▇▇▇. (g) All Sale Shares shall have been any eventduly and validly registered as ADSs. (h) Each Seller selling Seller Shares pursuant to the exercise of Seller Options shall have duly and validly exercised such Seller Options in order to be able to duly and validly deliver to the Purchaser its Seller Shares in the form of ADSs on the Closing Date. (i) If applicable, conditionthe ADSs representing the Sale Shares shall have been approved for listing on the NASDAQ. (j) The Sale Shares shall have been made eligible for delivery and settlement in electronic book-entry form. (k) Each Seller shall deliver to the Purchaser copies of documents evidencing its ownership of the Seller Shares as may be requested by the Purchaser. (l) (i) With respect to the Purchaser’s obligation to consummate the Closing with respect to the Company Shares, development or change since the Latest Balance Sheet DateClosing with respect to the Seller Shares shall have occurred substantially simultaneously therewith and (ii) with respect to the Purchaser’s obligation to consummate the Closing with respect to the Seller Shares, which has had, or would reasonably be expected the Closing with respect to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changethe Company Shares shall have occurred substantially simultaneously therewith.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only). (b) The Seller and the Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated. (d) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (de) The Seller shall have delivered to the Purchaser all of the certificates. , instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 3.2 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There The FCC shall have granted its consent to the FCC Applications. (g) All required consents to the assignment of the Primary Television Affiliation Agreement dated December 20, 1996, between the Seller and American Broadcasting Companies, Inc., as amended, with respect to television station KAKE-TV shall have been obtained. (h) The Seller shall be the holder of the Station Licenses and all other material government licenses, permits and other authorizations listed on Schedule 4.21, and there shall not have been any eventmodification of any of such licenses, condition, development or change since the Latest Balance Sheet Date, permits and other authorizations which has had, or would reasonably be expected to have, a Material Adverse Effect Effect. No proceeding shall be pending (other than rule making proceedings of general applicability to the television broadcast industry, applications at the FCC that propose to make changes to broadcast facilities other than the Stations in the markets where the Stations are located or has resulted any application that could result in the addition of video services in those markets or could reasonably have an impact on the broadcast signal of the any of the Stations) which seeks or the effect of which could be expected to result revoke, cancel, fail to renew, suspend or modify adversely in a Material Adverse Changematerial way the Station Licenses or any other material government licenses, permits or other authorizations.

Conditions to Obligations of the Purchaser. The obligations In addition to the terms and provisions of Section 2.3, the obligation of Purchaser to consummate the transactions contemplated by this Agreement are Closing is subject to the satisfaction satisfaction, or fulfillment the waiver at Purchaser’s sole and absolute discretion, of all the following further conditions: (a) (i) Each of the Company and the Seller shall have duly performed in all material respects all of their respective obligations hereunder required to be performed by them at or prior to the Closing of Date, (ii) the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Company and the Seller contained or referred to in this Agreement Agreement, the Additional Agreements and in any certificate or other writing delivered by the Company and the Seller pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects at and as of the Closing with the same effect Date, as though such representations and warranties were if made at and as of such date with only such exceptions as could not in the Closing aggregate reasonably be expected to have a Material Adverse Effect, (iii) there shall have been no event, change or occurrence which individually or together with any other than any representation event, change or warranty that is expressly made as occurrence, could reasonably be expected to have a Material Adverse Change or a Material Adverse Effect, regardless of whether it involved a specified date, which shall be true and correct in all material respects as of such specified date only)known risk. (b) The Purchaser shall have received (i) copies of resolutions duly adopted by (a) the Board of Director(s), Shareholders or Members of the Seller, the Company and each of Subsidiaries if required, authorizing this Agreement and the Additional Agreements (if necessary) and the transactions contemplated hereby and thereby, (ii) the updated register of shareholder or members and/or the register of directors of the Company, Seller and the Subsidiaries reflecting the change of shareholders, members and directors for the purpose of this Transaction, which shall be certified by their registered agents, (iii) a share certificate of Company shall have performed and complied in all material respects with reflecting owning all the Shares by the Seller; (iv) a PRC legal opinions on the Operation Company, the form and content of which has been attached hereto as Exhibit C, and (v) a certificate of the chairman or person in the similar position of the Seller, the Company and each of Subsidiaries certifying each of the foregoing, completion of covenants and agreements required by correctness of representations and warranties and as to signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be performed or complied with by it at or prior to the Closingdelivered pursuant hereto. (c) There The Purchaser shall be in effect no Law or injunction issued by have received updated Disclosure Schedules to this Agreement as of a court of competent jurisdiction making illegal or otherwise prohibiting or restraining date within three days prior to the consummation of the transactions contemplated by this AgreementClosing Date. (d) The Seller shall have delivered to the Purchaser all original stock ledgers and minute books of the certificates. instruments and other documents required to Company shall be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (fe) There The Additional Agreements shall not have been any event, condition, development be in full force and effect or change since become effective on the Latest Balance Sheet Closing Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction or fulfillment fulfillment, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived in whole or in part writing by the Purchaser in writingits sole discretion: (a) All The representations and warranties of the Seller contained set forth in this Agreement (i) which are qualified by a “Material Adverse Effect” qualification shall be true and correct in all material respects as so qualified at and as of the date of this Agreement and at and as of the Closing with the same effect Date as though such representations and warranties were made at and as of the Closing Date and (other than any representation or warranty that is expressly made as of ii) which are not qualified by a specified date, which “Material Adverse Effect” qualification shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would not have, in all material respects the aggregate, a Material Adverse Effect; provided, however, that with respect to clauses (i) and (ii) hereof, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of such specified date only)or period, and the Purchaser shall have received from the Seller a certificate to the effect set forth in the preceding sentence, signed by a duly authorized officer thereof; and further provided, however, that with respect to any failure of any such representations or warranties to meet the requirements set forth above based on information known to the Purchaser not promptly disclosed to the Seller prior to the date of Closing, if such failure is curable, the Seller shall have a period of fifteen days (15) days in order to cure any such failure of such representation or warranty and the Closing shall be delayed during the pendancy of such cure period; provided, further, that only one cure period will be granted to the Seller so long as the Purchaser provides one notice to Seller which includes all of such failures then known to Purchaser. (b) The Seller and the Company shall have performed all obligations and agreements and complied in all material respects with all the covenants and agreements conditions required by this Agreement to be performed or complied with by it at or prior to or at the Closing. The Purchaser shall have received from the Seller a certificate to the effect set forth in the preceding sentence, signed by a duly authorized officer thereof. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation All of the transactions contemplated by this AgreementConsents identified as being required for Closing and set forth on Schedule 7.3(c) shall have been obtained. (d) The Seller shall have delivered delivered, or caused to be delivered, to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to listed in Section 2.3(b) and Sections 6.15 through 6.21 hereof8.2 hereto. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or fulfillment waiver in writing at or prior to the Closing Date of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All The representations and warranties made by each of the Seller contained Sellers and the Company in this Agreement shall be true and correct in all material respects at respects, except that the representations and warranties made in Sections 3.2, 3.3 and 4.1 and those representations, warranties, covenants and agreements made by each of the Sellers and the Company in this Agreement that are qualified or limited by materiality or Company Material Adverse Effect which shall be true and correct, in each case as of the date of this Agreement and as of the Closing Date with the same effect as though if such representations and warranties were had been made at and as of the Closing (other than Date without giving effect to any representation Supplemental Disclosures that were delivered by the Company or warranty that is expressly made as the Sellers' Representative to the Purchaser prior to Closing in accordance with Section 6.7. Each of a specified date, which shall be true and correct in all material respects as of such specified date only). (b) The Seller the Sellers and the Company shall have performed and complied in all material respects with all the covenants and agreements obligations required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by them under this Agreement. (d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller Agreement at or prior to the Closing Date. The Purchaser shall have received a certificate signed by the Sellers' Representative and by the Chief Executive Officer and the Chief Financial Officer of the Company to the effect of this Section 8.2(a). (b) Each document, certificate or other delivery required to be delivered pursuant to Section 2.3(b2.2 must have been delivered, and each of the other covenants and obligations required to be performed or complied with by the Company or any Seller on or prior to Closing set forth in Article 6 must have been performed and complied with in all respects. (c) Immediately after satisfaction by the Purchaser of Section 6.15 hereof, all outstanding indebtedness for borrowed money of the Company shall have been repaid or satisfied in full, and Sections 6.15 through 6.21 hereofany Liens on the assets of the Company shall have been released except for those Liens set forth on Schedule 2.2(b)(iv), on terms satisfactory to the Purchaser, and the Purchaser shall have received evidence thereof reasonably satisfactory to the Purchaser and its counsel. (d) Subject to Section 6.16, all consents and waivers set forth on Schedule 3.11(c) shall have been received from the applicable third party, in form and substance reasonably satisfactory to the Purchaser, without any loss of benefits or rights to the Company, it being understood however that any such consent or waiver shall not be deemed satisfactory or acceptable if (i) any such consent or waiver requires the payment of additional costs, expenses or fees, which, individually or in the aggregate, are not immaterial, and (ii) any such consent or waiver contains a provision, term or condition which would (A) in the Purchaser's reasonable judgment, be deemed to be excessive or unfair or (B) reasonably be deemed to have adversely affected the benefits expected to be obtained by the Purchaser from the transactions contemplated hereby. (e) All consents from Governmental Authorities The Management Sellers and other parties necessary to MS shall have executed and delivered the consummation New Employment Agreements as of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the PurchaserClosing Date. (f) There Subject to the delivery of the Option Cash Out Amount by the Purchaser to the Company, all Options shall not have been any eventcashed out as contemplated in Section 2.3(a)(v), condition, development or change since all Warrants shall have been canceled and/or cashed out in accordance with Section 3.2(b) and the Latest Balance Sheet Date, which has had, or would reasonably be expected Company's 1999 Plan shall have been terminated. (g) Executed signature pages with respect to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changethis Agreement shall have been received from each of the New Sellers.

Conditions to Obligations of the Purchaser. The obligations In addition to the terms and provisions of Section 2.3, the obligation of the Purchaser to consummate the transactions contemplated by this Agreement are each Closing is subject to the satisfaction satisfaction, or fulfillment the waiver at the Purchaser’s sole and absolute discretion, of all the following further conditions: (i) The Seller shall have duly performed in all material respects all of its obligations hereunder required to be performed by him at or prior to such Closing Date, (ii) the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller contained in this Agreement Agreement, the Additional Agreements and in any certificate or other writing delivered by the Seller pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects at and as of the such Closing with the same effect Date, as though such representations and warranties were if made at and as of such date with only such exceptions as could not in the Closing aggregate reasonably be expected to have a Material Adverse Effect, (iii) there shall have been no event, change or occurrence which individually or together with any other than any representation event, change or warranty that is expressly made as occurrence, could reasonably be expected to have a Material Adverse Change or a Material Adverse Effect, regardless of whether it involved a specified dateknown risk, which and (iv) the Purchaser shall be true have received a certificate signed by the Seller to the effect set forth in clauses (i), (ii) and correct in all material respects as (iii) of such specified date onlythis Section 8.2(a). (b) The Seller and the Company Purchaser shall have performed and complied in received a copy of all material respects with all Seller Consents (including any required consents of the covenants landlords under the Leases), in form and agreements required by this Agreement substance reasonably satisfactory to be performed or complied with by it at or prior to the ClosingPurchaser, and no such material Seller Consent shall have been revoked. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller shall have delivered to Purchaser documents satisfactory to Purchaser to evidence the Purchaser release of all Liens on any portion of the certificates. instruments and other documents required assets of the Business. (d) The Purchaser shall have received updated Schedules to be delivered by the Seller at or prior to the this Agreement as of a date within three days of such Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofDate. (e) All consents from Governmental Authorities and other parties necessary Purchaser will have received an opinion of counsel to the consummation Seller substantially in the form of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the PurchaserExhibit D hereto. (f) There All outstanding debt or interests of the Gaming Room shall not have been any eventconverted, conditionexercised, development cancelled or change since terminated prior to the Latest Balance Sheet Initial Closing Date. (g) The Additional Agreements shall be in full force and effect or become effective on the Initial Closing Date. (h) Each of the persons listed on Schedule 8.2(g) will have entered into a five-year Employment Agreement with the Business containing standard non-compete and non-solicitation provisions. (i) All Affiliate Transactions shall have been terminated. (j) The Purchaser shall have completed and been satisfied with its due diligence investigation of the Seller and the Business. (k) All employees of the Business shall have entered into standard confidentiality and non-disclosure agreements with the Business, which has hadcontaining, among other things, that such employee’s employment is on an at-will basis. (l) With respect to the Initial Closing, the Gaming Room shall have achieved an average monthly Rolling Chip Turnover of at least US$150 million from December 1, 2010 to April 30, 2013, as evidenced by the Books and Records. (m) With respect to the Subsequent Closing, the Seller shall have received the renewal or would reasonably be expected extension of the collaborator’s existing agreements between M▇. ▇▇▇▇ Y▇▇ ▇▇▇▇ and a newly designated officer from the Purchaser to havepromote the Gaming Room through at least December 31, 2014. (n) With respect to the Subsequent Closing, there shall have occurred a Material Adverse Effect or has resulted or could reasonably be expected restructuring of the promotion operations of the Gaming Room in the form of entering into a new collaborator agreement and the execution of a profit interest agreement to result in a Material Adverse Changeassign profits between the newly designated officer from the Purchaser and Frontier Champion Limited on terms and conditions satisfactory to the Purchaser.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment or fulfillment at or prior to the Closing of the following conditionsPurchaser’s waiver, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only). (b) The Seller and the Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing., of each of the following conditions: (ca) There The Company shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining have received all consents, authorizations, orders and approvals from the Commission and any other Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreementhereby, in each case, in form and substance reasonably satisfactory to the Purchaser, and no such consent, authorization, order and approval shall have been revoked. (db) The Seller shall have delivered to the Purchaser all This Agreement and each of the certificates. instruments and other documents Transaction Documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, above shall have been obtained executed and delivered by the Company and the other parties thereto and true and complete copies of such consents thereof shall have been delivered to the Purchaser. (c) The Purchaser shall have completed its due diligence review, including a legal and financial review of the Company and its business, which review shall be satisfactory to the Purchaser in its sole and absolute discretion. (d) The Purchaser shall have received a certificate of the Secretary (or equivalent officer) of the Company certifying: (i) that attached thereto are true and complete copies of all resolutions and other consents adopted by the board of directors of the Company authorizing and approving the execution, delivery, filing and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, a resolution of the board of directors to recommend to the stockholders of the Company that they approve the Charter Amendment, to call a special meeting of the stockholders for purposes of approving the Charter Amendment and to approve all filings and notifications with the Commission, any Trading Market or any other Governmental Authority necessary in connection with the approval of the Charter Amendment), and that all such resolutions and consents are in full force and effect as of the Closing and are all the resolutions and consents adopted in connection with the transactions contemplated hereby and thereby; (ii) that attached thereto are true and complete copies of the certificate of incorporation and by-laws of the Company, each as amended and in effect as of the date thereof, and that such organizational documents are in full force and effect as of the Closing; and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder. (e) The Purchaser shall have executed a resolution, effective as of the Closing Date, appointing five (5) of the seven (7) members of the board of directors of the Company. (f) There The Company shall not have duly adopted the Certificate of Designation, which shall have been filed with the Secretary of State of Delaware and become effective under the Delaware General Corporation Law on or prior to the Closing and which shall remain in full force and effect as of the Closing, and the Purchaser shall have received a certificate of the Secretary of State of Delaware certifying that the Certificate of Designation has been filed and is effective. The Certificate of Designation shall provide, among other things, that each share of Series D Preferred Stock shall be convertible into 1,222 shares of Common Stock, as more particularly set forth in the Certificate of Designation. (g) The Company shall have duly adopted the Charter Amendment, which shall have been filed with the Secretary of State of Delaware and become effective under the Delaware General Corporation Law on or prior to the Closing and which shall remain in full force and effect as of the Closing, and the Purchaser shall have received a certificate of the Secretary of State of Delaware certifying that the Charter Amendment has been filed and is effective. (h) Each executive officer and director of the Company (and their respective family members and Affiliates to the extent they hold shares of capital stock of the Company) shall have executed and delivered to the Purchaser a letter agreement pursuant to which such Person agrees to vote all of his or her respective shares of Common Stock beneficially owned in favor of the Charter Amendment. (i) All shares of Series C Preferred Stock held by any eventofficer, conditiondirector or executive of the Company (or their respective Affiliates and family members) shall have been converted to shares of Common Stock at a conversion price of $0.05 per share and the Company shall have delivered evidence (satisfactory to the Purchaser) of such conversion to the Purchaser. (j) Any sales or consulting arrangements between the Company and any officer, development director, executive or change since other insider (inclusive of M▇▇ ▇▇▇▇▇▇) or any Affiliate or family member thereof shall have been terminated, at no cost to the Latest Balance Sheet Company, by the mutual written agreement of the Company and the party(ies) thereto and evidence of such terminations (satisfactory to the Purchaser) shall have been delivered to the Purchaser. (k) Any amendments or terminations of existing employment arrangements between the Company and any officer, director, executive, or other insider or any Affiliate or family member required by the Purchaser shall have been completed upon terms and conditions acceptable to the Purchaser and evidence of such amendments or terminations (satisfactory to the Purchaser) shall have been delivered to the Purchaser. (l) The Company shall have delivered to the Purchaser a good standing certificate (or its equivalent) for the Company from the Secretary of State of Delaware. (m) The Company shall have delivered, or caused to be delivered, to the Purchaser each of the following, each in form and substance satisfactory to the Purchaser: (i) stock certificates evidencing the Shares; (ii) an opinion of legal counsel to the Company, dated as of the Closing Date; (iii) an executed Indemnification Agreement, dated as of the Closing Date, which has hadsubstantially in the form Exhibit B attached hereto (“D&O Indemnification Agreement”), for each of the Purchaser’s representatives designated to the board of directors of the Company; and (iv) such other documents or instruments as the Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (n) The Company shall have fully complied with, or would reasonably be expected obtained appropriate consents or waivers with respect to, its obligations pursuant to haveany outstanding rights of first refusal, a Material Adverse Effect rights of first offer, pre-emptive rights or has resulted anti-dilution rights or could reasonably be expected redemption or repurchase rights. (o) The Company shall have paid the fees and expenses of the Purchaser pursuant to result in a Material Adverse Changethe terms of Section 7.1 below.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are Contemplated Transactions will be subject to the satisfaction or fulfillment at or prior to the Closing of each of the following additional conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All Each of the representations and warranties of the Seller contained Shareholder, the Company and the Noteholder set forth in this Agreement shall that is qualified by materiality will be true and correct at and as of the Closing Date as if made at and as of the Closing Date (without giving effect to any Disclosure Schedule Supplement) and each of such representations and warranties that is not so qualified will be true and correct in all material respects at and as of the Closing with the same effect Date as though such representations and warranties were if made at and as of the Closing Date (other than without giving effect to any Disclosure Schedule Supplement), except (i) to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties will have been true and correct as of such earlier date, (ii) for changes contemplated by this Agreement, or (iii) for circumstances under which the breach of a representation or warranty that is expressly made as not qualified by Material Adverse Effect would not and would not reasonably be expected to have a Material Adverse Effect, and the Purchaser will have received a certificate signed on behalf of a specified date, which shall be true the Company by the President of the Company and correct in all material respects as on behalf of the Shareholder by the Trustee and on behalf of the Noteholder by an authorized officer of the Noteholder to such specified date only)effect. (b) The Seller Shareholder, the Noteholder and the Company shall will have performed and or complied in all material respects with all the obligations and covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining Company and the consummation of Shareholder and the transactions contemplated by this Agreement. (d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller Noteholder at or prior to the Closing pursuant Date; provided that failure to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents perform or comply with any obligation or covenant set forth on Schedule 4.4 and Schedule 4.5 in Section 6.2 or Section 6.3 shall not constitute the non-satisfaction of this Agreement, shall have been obtained and copies of condition unless such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, failure would or would reasonably be expected to have, have a Material Adverse Effect or has resulted or could reasonably be expected Effect, and the Purchaser will have received a certificate signed on behalf of the Company by the President of the Company, on behalf of the Shareholder by the Trustee and on behalf of the Noteholder by an authorized officer of the Noteholder to result in a Material Adverse Changesuch effect.

Conditions to Obligations of the Purchaser. The All obligations of the Purchaser to consummate hereunder are subject, at the transactions contemplated by this Agreement are subject option of Purchaser, to the satisfaction or fulfillment of each of the following conditions at or prior to the Closing of Closing, and Sellers and the following conditions, any of which may Company shall exert their best efforts to cause such conditions to be waived in whole or in part by the Purchaser in writingfulfilled: (ai) All Unless otherwise provided herein, all representations and warranties of Sellers and the Seller Company contained herein or in this Agreement any document delivered pursuant hereto shall be true and correct in all material respects when made and, unless otherwise provided herein, shall be deemed to have been made again at and as of the Closing with the same effect as though such representations and warranties were made at and as date of the Closing (other than any representation or warranty that is expressly made as of a specified dateClosing, which and shall then be true and correct in all material respects as of such specified date only)respects. (bii) The Seller All covenants, agreements and the Company shall have performed and complied in all material respects with all the covenants and agreements obligations required by the terms of this Agreement to be performed by Sellers or complied with by it the Company at or prior to before the ClosingClosing shall have been duly and properly performed in all material respects. (ciii) Since the date of this Agreement, there shall not have occurred any material adverse change in the condition (financial or otherwise), business, properties, assets or prospects of the Company. (iv) There shall be in effect no Law or injunction issued delivered to Purchaser a certificate executed by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation President and Secretary of the transactions contemplated Company and by each of the Sellers, dated the date of the Closing, certifying the conditions set forth in paragraphs (i), (ii) and (iii) of this AgreementSection 15(b) have been fulfilled. (dv) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other All documents required to be delivered by the Seller to Purchaser pursuant to Section 4 of this Agreement or otherwise in connection with this Agreement at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofshall have been so delivered. (evi) All consents from Governmental Authorities and other parties necessary to Purchaser shall have received an opinion of Sellers' counsel, dated the consummation date of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on substantially in accordance with Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser4(a)(v) annexed hereto. (fvii) There Purchaser and the Company shall not have been obtained the necessary approvals under the HSR Act and any event, condition, development other necessary Governmental Approvals. (viii) Purchaser shall have received all Consents; and (ix) All filings required pursuant to the HSR Act prior to the expiration or change since earlier termination of the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changewaiting period under the HSR Act shall have occurred.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate purchase and pay for the transactions contemplated by this Agreement are Bonds and the obligation of the Issuer to sell the Bonds to the Purchaser shall be subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writingconditions precedent: (a) All The representations and warranties of the Seller contained in this Agreement shall be true Company herein and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as in each of the Closing (other than any representation or warranty that is expressly made as of a specified date, which Loan Documents by the respective parties thereto shall be true true, correct and correct in all material respects as of complete on the date hereof and on the Closing Date, and each such specified date only). (b) party to the Loan Documents, including the Company, shall deliver a certificate to such effect on the Closing Date. The Seller Issuer and the Company shall have performed all of their obligations hereunder, and the statements made on behalf of the Issuer and the Company hereunder shall be true and correct on the date hereof and on the Closing Date, and the Issuer and the Company shall deliver certificates to such effect on the Closing Date. (b) Each of the Loan Documents, the Resolution and all other official action of the Issuer relating thereto shall be in full force and effect and shall not have been amended, modified or supplemented without the written approval of the Purchaser. (c) The Issuer shall have received the approving opinion of Bond Counsel in form and substance reasonably acceptable to the Purchaser, and the Purchaser shall have received a letter from Bond Counsel dated the Closing Date and addressed to the Purchaser, to the effect that the Purchaser may rely upon such firm's opinion as if it were addressed to the Purchaser. (d) The Purchaser shall have received the opinion of counsel to the Issuer, dated the Closing Date and addressed to the Purchaser in form and substance reasonably acceptable to the Purchaser. (e) No default or event of default (as defined in any of the Loan Documents) shall have occurred and be continuing, and no event shall have occurred and be continuing as of the Closing Date that, with the lapse of time or the giving of notice or both, would constitute such a default or event of default. (f) No material adverse change shall have occurred, nor shall any development involving a prospective material and adverse change in, or affecting the affairs, business, financial condition, result of operations, prospects or properties (including any subproject included in the definition of Project) of the Issuer or the Company have occurred, between the date hereof and the Closing Date; and (g) On or prior to the Closing Date, all actions required to be taken as of the Closing Date in connection with the Bonds and the Loan Documents by the Issuer and the Company shall have been taken, and the Issuer and the Company shall each have performed and complied in all material respects with all the agreements, covenants and agreements conditions required by this Agreement to be performed or complied with by it at this Agreement, the Bonds and the Loan Documents, and each party shall deliver a certificate to such effect insofar as the foregoing actions, agreements, covenants and conditions apply to each such party, and each of such agreements shall be in full force and effect and shall not have been amended, modified or prior supplemented, except as has been agreed to in writing by the ClosingPurchaser. (ch) There Each of the Loan Documents shall have been executed and delivered by each of the respective parties thereto, all such documents shall be in forms provided to the Purchaser on the date hereof with only such changes as the Purchaser may approve in writing. (i) None of the events referred to in Section 9 of this Agreement shall have occurred. (j) The Purchaser shall have received a certificate, dated the Closing Date and signed on behalf of the Issuer, to the effect no Law that: (i) the Issuer has not received notice of any pending, nor to the Issuer's knowledge is there any threatened, action, suit, proceeding, inquiry or injunction issued investigation against the Issuer, at law or in equity, by or before any court, public board or body, nor to the Issuer's knowledge is there any basis therefor, affecting the existence of the Issuer or the titles of its officials to their respective offices, or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of revenues or assets of the Issuer pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way materially adversely affecting or questioning (A) the territorial jurisdiction of the Issuer, (B) the use of the proceeds of the Bonds to permanently finance the subprojects included in the definition of Project, (C) the validity or enforceability of the Bonds, any proceedings of the Issuer taken with respect to the Bonds, or any of the Loan Documents to which it is a court party, (D) the execution and delivery of competent jurisdiction making illegal this Agreement or otherwise prohibiting the Bonds, or restraining (E) the consummation power of the Issuer to carry out the transactions contemplated by this Agreement., the Bonds, the Indenture or any of the Loan Documents which the Issuer is a party; and (dii) The Seller shall have delivered to the Purchaser Issuer has complied with all the covenants and satisfied all of the certificates. instruments and other documents required conditions on its part to be delivered by the Seller performed or satisfied at or prior to the Closing pursuant Date, and the representations and warranties of the Issuer contained herein and in each of the Loan Documents to Section 2.3(b) which it is a party are true and Sections 6.15 through 6.21 hereofcorrect as of the Closing Date. (ek) All consents The Purchaser shall have received an opinion of counsel to the Company, dated the Closing Date and addressed to the Purchaser in form and substance reasonably acceptable to the Purchaser. (l) The Purchaser shall have received certificates dated the Closing Date from Governmental Authorities the Company to the effect that the Company has complied with all of the covenants and satisfied all of the conditions to be performed or satisfied by it on or prior to the Closing Date, and the representations and warranties of the Company contained in this Agreement and in each of the Loan Documents to which it is a party are true, correct and complete as of the Closing Date, and it has full legal right, power and authority to enter into and carry out the transactions contemplated by the Loan Documents. (m) The Purchaser shall have received a certificate, dated the Closing Date and signed by an authorized officer of the Trustee, to the effect that (i) he or she is an authorized officer of the Trustee, (ii) the Indenture has been duly executed and delivered by the Trustee, (iii) the Trustee has all necessary corporate and trust powers required to carry out the trust created by the Indenture, (iv) to the best of his or her knowledge, the acceptance by the Trustee of the duties and obligations of the Trustee under the Indenture and compliance with the provisions thereof will not conflict with or constitute a breach of or default under any law, administrative regulation, consent decree or any agreement or other instrument to which the Trustee is subject or by which the Trustee is bound, and (v) the Trustee has duly authenticated the Bonds, and the person signing the certificate of authentication on each Bond has been duly authorized to do so. (n) Evidence, reasonably satisfactory in form and substance to the Purchaser and Bond Counsel, of a satisfactory and favorable conclusion to a Bond validation proceeding under the laws of the State with respect to the Bonds shall have been received. (o) Such additional certificates, opinions and other parties necessary documents as the Purchaser or Bond Counsel may reasonably request to evidence performance of or compliance with the consummation provisions of this Agreement and the transactions contemplated hereby and by the Ancillary Agreements issuance and for the operation sale of the Business after Bonds, all such certificates and other documents to be reasonably satisfactory in form and substance to the ClosingPurchaser, including those consents set forth on Schedule 4.4 shall have been received. (p) If any conditions to the obligations of the Purchaser or the Issuer contained in this Agreement are not satisfied and Schedule 4.5 the satisfaction of such conditions shall not be waived by the Purchaser, then, at the option of the Purchaser (i) the Closing Date shall be postponed for such period as may be deemed necessary for such Conditions to be satisfied or (ii) without limiting the generality of Section 14 of this Agreement, the obligations of the Purchaser and the Issuer under this Agreement shall terminate, neither the Purchaser nor the Issuer shall have been obtained any further obligations or liabilities hereunder, and copies of such consents the Company shall have been delivered to the Purchaserno further obligations or liabilities hereunder other than its obligations under Section 5 hereof. (fq) There All of the legal opinions, certificates, proceedings, instruments and other documents mentioned above or elsewhere in this Agreement shall not have been any eventbe deemed to be in compliance with the provisions hereof if, conditionbut only if, development or change since they are in form and substance reasonably satisfactory to the Latest Balance Sheet Purchaser and the Issuer. (r) As of the Closing Date, which has hadno event of default (as defined in the Loan Documents) shall have occurred and be continuing, or nor shall any event have occurred and be continuing as of the Closing Date which, with the lapse of time, would reasonably be expected to have, constitute such a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changedefault.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or fulfillment at or prior to before the Closing of each and every one of the following conditions, any of which may be waived in whole or in part by the Purchaser in writingconditions precedent: (a) All The representations and warranties of the Company set forth in Article 3 and the representations and warranties of the Seller contained set forth in this Agreement Article 4 shall each be true and correct in all material respects at (ignoring any reference to Material Adverse Effect or other materiality qualifications contained in such representation and warranty) as of the Closing Date with the same force and effect as though made on and as of the Closing with Date, except to the same effect as though such representations and warranties were made at and as of the Closing (other than extent that any representation or warranty that is expressly made as limited by its terms to a specific date or range of a specified date, dates (in which shall case such representation and warranty need only be true and correct in all material respects as on the date or during the range of such specified date onlydates so specified). (b) The Seller Company and the Company Seller shall have performed and complied in all material respects with all of the agreements and covenants and agreements required by under this Agreement to be performed or complied with by it such Person before or at or prior to the Closing. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining not have occurred during the consummation period from the date of the transactions contemplated by this AgreementMost Recent Balance Sheet through the Closing Date a Material Adverse Effect. (d) The Each of the Seller and the Company shall have delivered to the Purchaser all of a certificate, executed by a duly authorized officer thereof in his or her capacity as such, certifying that the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(bconditions specified in Sections 7.1(a) and Sections 6.15 through 6.21 hereof(c) have been fulfilled. (e) All consents from Governmental Authorities and other parties necessary to There shall not be in force any order, judgment, injunction, stipulation, award or decree by or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the transactions contemplated hereby and by no action, suit, claim or proceeding shall have been instituted or threatened or claim or demand made against the Ancillary Agreements and for Seller, the operation Company or the Purchaser seeking any of the Business after foregoing. (f) All of the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, Required Consents shall have been obtained and copies of such consents shall have been delivered be in form and substance reasonably satisfactory to the Purchaser. (fg) There All applicable waiting periods (and any extensions thereof) under the HSR Act and each applicable Non-US Competition Law shall have expired or otherwise been terminated. (h) The Warrant Cancellation Agreements and the Phantom Stock Cancellation Agreements shall be in full force and effect, shall not have been any eventamended from the versions thereof executed by the Warrant Holders and Phantom Stock Holders and delivered to the Purchaser, condition, development or change since the Latest Balance Sheet Date, which has hadand no party thereto shall have materially breached, or would given notice to the Seller or the Company that such party intends to materially breach, or terminate, any such agreement. (i) The employment agreements entered into by the employees of the Acquired Companies listed on Schedule 7.1(i) with ▇▇▇▇▇▇▇ as of the date of this Agreement (to be effective upon the Closing) shall be in full force and effect, and no party thereto shall have materially breached, or given notice that such party intends to materially breach, or terminate, any such agreement. (j) The Seller and the Company shall have delivered to the Purchaser a certificate reasonably acceptable to the Purchaser of non-foreign status as contemplated under Section 1.1445-2(b)(2) of the Treasury Regulations certifying that each of them is not a foreign person. (k) Each member of each board of directors and each officer of each Acquired Company shall have tendered his or her resignation, effective as of the Closing Date. (l) The Purchaser shall have received a legal opinion from counsel to the Company in form and content reasonably acceptable to the Purchaser. (m) The relevant parties to each of the Transaction Documents (other than the Purchaser or any of its Affiliates) shall have entered into such Transaction Documents and (but for execution and/or delivery of such Transaction Documents by the Purchaser or any of its Affiliates) such Transaction Documents shall be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changefull force and effect.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction (or fulfillment at or prior to the Closing of the following conditions, any of which may be waived waiver in whole or in part writing by the Purchaser in writingits sole discretion) of the following further conditions: (a) All representations and warranties Each of the Seller contained in this Agreement Seller’s Fundamental Representations shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III and Article IV shall be true and correct in all respects at and as of the Closing with the same effect Date as though such representations and warranties were if made at and as of the Closing (Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than any representation or warranty that is expressly made as the Seller’s Fundamental Representations where the failure of a specified date, which shall such representations and warranties to be true and correct would not reasonably be expected to result in all material respects as of such specified date only).a Material Adverse Effect; (b) The Seller and the Company shall have performed and or complied in all material respects with all the obligations and covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing.; (c) There shall be in effect no Law or injunction issued by a court During the period from the date of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after Agreement until the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, no event shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which occurred that has had, or would reasonably be expected to have, a Material Adverse Effect Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or has resulted otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or could reasonably caused to be expected executed and delivered) to result in a Material Adverse Changethe Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are at the Closing shall be subject to the satisfaction or fulfillment fulfillment, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All Without giving effect to any matter disclosed to Purchaser between the date hereof and the Closing Date, the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though if made as of the Closing Date, other than such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly are made as of a specified another date, which shall be true and correct as of such date; provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 6.2(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects; and all the agreements, undertakings, covenants and obligations contained in this Agreement to be complied with by Seller on or before the Closing shall have been complied with in all material respects as respects, and Purchaser shall have received a certificate of Seller to such specified date only)effect signed by a duly authorized officer of Seller. (b) The Seller and the Company No Governmental or Regulatory Authority shall have performed enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order (whether temporary, preliminary or permanent) which is in effect and complied in all material respects with all has the covenants and agreements required effect of making the transactions contemplated by this Agreement to be performed or complied with by it at or prior to the Closing. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise restraining or prohibiting consummation of such transactions or restraining which would have a material adverse effect on the Business or Condition of the Division; in addition, no Action or Proceeding before any Governmental or Regulatory Authority shall be pending or threatened and no investigation by any Governmental or Regulatory Authority shall have commenced seeking to restrain or prohibit (or questioning the validity or legality of) the transactions contemplated by this Agreement or seeking to restrict in any material respect the effective operation of the Business after the Closing or seeking material damages from Seller or seeking damages from the Purchaser in connection with this Agreement, which Purchaser, in good faith and with the advice of counsel, believes makes it undesirable to proceed with the consummation of the transactions contemplated by this Agreementhereby; provided, however, that the parties hereto shall use their reasonable best efforts to have any such order or injunction vacated. (c) Purchaser shall have received a ▇▇▇▇ of Sale and Assignment in the form attached hereto as Exhibit A. (d) The Seller All governmental orders, approvals and consents to the transactions contemplated by this Agreement shall have delivered been obtained and be in effect on the Closing Date, in form and substance reasonably acceptable to the Purchaser all of the certificatesPurchaser. instruments and other documents required to be delivered by the Seller at or prior All statutory periods in connection with any Environmental Laws (to the Closing pursuant to Section 2.3(bextent applicable) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to for the purposes of the consummation of the transactions contemplated hereby shall have lapsed prior to the Closing Date, and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, such approvals as shall have been obtained shall not impose upon Purchaser, the Division or the transactions contemplated hereby any conditions or other requirements which would cause any thereof any material additional costs or materially interfere with the continued operations of the Business or the business of Purchaser, as currently conducted or materially and copies adversely affect the Business or Condition of such consents the Division. (e) Purchaser shall have been delivered received the third party consents, approvals, authorizations or actions to the Purchasertransactions contemplated by this Agreement, if any, in form and substance reasonably satisfactory to the Purchaser from the parties listed in Section 6.2(d) of the Disclosure Schedule. (f) There Purchaser shall have received from Sims, Moss, ▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to Seller, a legal opinion addressed to Purchaser and dated the Closing Date, in the form of Exhibit F attached hereto. (g) The Purchaser shall have received a Certificate of Good Standing for Seller from the appropriate official of the State of Delaware, dated as of a date not earlier than ten Business Days prior to the Closing Date. (h) Since the date of this Agreement, no events or circumstances shall have occurred which, individually or in the aggregate, have had or may be reasonably expected to have a material adverse effect on the Business or Condition of the Division. (i) Purchaser shall have received a certificate of an officer of Seller certifying the names and signatures of the officers of Seller authorized to sign any document required to be delivered by Seller hereunder. (j) Seller shall have executed and delivered to Purchaser the Non-Competition Agreement in the form attached hereto as Exhibit B. (k) Each of ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and at least three of the other four Employees shall have executed and delivered an Employment Agreement in the form of Exhibit C attached hereto. (l) Seller shall have executed and delivered the Registration Rights Agreement in the form attached hereto as Exhibit D. (m) Seller shall have executed and delivered the Service and Referral Agreement in the form attached hereto as Exhibit G. (n) Seller shall have executed and delivered the VAR Agreement in the form attached hereto as Exhibit H. (o) All Liens on the Purchased Assets, other than Permitted Liens, shall have been any eventfully satisfied, conditionterminated and discharged as evidenced by releases or satisfactions satisfactory to Purchaser. (p) All proceedings, development corporate or change since otherwise, taken by Seller in connection with the Latest Balance Sheet Date, which has had, or would transactions contemplated hereby and all instruments and documents incident thereto shall be reasonably be expected satisfactory in form and substance to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse ChangePurchaser and its counsel.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller Sellers contained in this Agreement (without giving effect to any qualifications regarding materiality or Material Adverse Effect) shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only)) except to the extent that the failure of the representations and warranties of the Sellers contained in this Agreement to be so true and correct at and as of the Closing (or in respect of any representation or warranty that is expressly made as of a specified date, as of such date only) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Seller and the Company Sellers shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it them at or prior to the Closing. (c) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated. (d) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (de) Subject to Section 6.20, the FCC Consent shall have been granted and shall be in full force and effect; provided that the parties understand and agree that the obligation of the parties to consummate the transactions contemplated by this Agreement is not subject to the condition that the FCC Consent shall have become a Final Order. (f) All consents, approvals or waivers set forth in Schedule 7.1(f) hereto shall have been obtained and delivered to the Purchaser without any condition, modification or amendment that the Purchaser is not required to accept pursuant to Section 3.5, 6.4(a) or 6.4(b), as applicable. (g) The Seller Sellers shall have delivered to the Purchaser, at least thirty (30) days prior to the Closing Date, the Audited Financial Statements and the Audit Opinion. (h) The Sellers shall have delivered to the Purchaser all of the certificates. , instruments and other documents required to be delivered by the Seller them at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been including, without limitation, those to be delivered pursuant to the PurchaserSection 3.2. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfilment or fulfillment Purchaser’s waiver, at or prior to before the Closing Closing, of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All The representations and warranties of the Seller Vendor contained in this Agreement Article 3 shall be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing such date (other than any representation or warranty except those representations and warranties that is expressly made address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date), except where the failure of such specified date only)representations and warranties to be true and correct would not have a Material Adverse Effect. (b) The Seller and the Company Vendor shall have duly performed and complied in all material respects with all the agreements, covenants and agreements conditions required by this Agreement to be performed or complied with by it at before or prior to on the ClosingClosing Date. (c) There Purchaser and Vendor shall be in effect no Law or injunction issued have entered into the Transition Services Agreement. (d) Purchaser shall have received a certificate, dated the Closing Date and signed by a court duly authorized officer of competent jurisdiction making illegal the Vendor, that each of the conditions set forth in Section 7.2(a) and Section 7.2(b) has been satisfied. (e) Purchaser shall have received a certificate of the Secretary (or otherwise prohibiting or restraining equivalent officer) of the Vendor certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Vendor authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement. (d) The Seller shall have delivered to hereby, and that all such resolutions are in full force and effect and are all the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of resolutions adopted in connection with the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaserhereby. (f) There Purchaser shall have received a certificate of the Secretary (or equivalent officer) of the Vendor certifying the names and signatures of the officers of the Vendor authorized to sign this Agreement and the other documents to be delivered hereunder. (g) Purchaser shall have received the approval of the TSX Venture Exchange, and such approval shall not have been any eventrevoked. (h) Vendor shall have received all consents, conditionauthorizations, development orders and approvals from the Governmental Authorities or change since other Persons referred to in Section 6.9, in each case, in form and substance reasonably satisfactory to the Latest Balance Sheet DatePurchaser, which has hadand no such consent, authorization, order and approval shall have been revoked. (i) Vendor and the Minority Holder shall have delivered, or would reasonably caused to be expected delivered, to havethe Purchaser share certificates evidencing the Shares and the Sub Shares, free and clear of Encumbrances, duly endorsed in blank or accompanied by share transfers or other instruments of transfer duly executed in blank. (j) Vendor shall have delivered a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changeduly executed Offtake Agreement. (k) Vendor shall have delivered resignations contemplated under Section 6.4(a).

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the each Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only). (b) The Each Seller and the Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated. (d) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (de) The Each Seller shall have delivered to the Purchaser all of the certificates. , instruments and other documents required to be delivered by the Seller it at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 3.2 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There The Escrow Agent and the Sellers shall not have been any event, condition, development or change since executed and delivered the Latest Balance Sheet Date, which has had, or would reasonably Escrow Agreement. (g) The New York Times Company shall have executed and delivered to the Purchaser a letter agreement undertaking to be expected bound by the same restrictions as are imposed on the Sellers pursuant to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse ChangeSection 6.13 of this Agreement.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions at the Closing contemplated by this Agreement are subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller Sellers contained in this Agreement (disregarding any qualifications regarding materiality or Material Adverse Effect) shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only)) except for changes which are permitted or contemplated pursuant to this Agreement or specifically consented to by the Purchaser in writing or to the extent that the failure of the representations and warranties of the Sellers contained in this Agreement to be true and correct at and as of the Closing (or in respect of any representation or warranty that is expressly made as of a specified date, as of such date only) has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Seller and the Company Sellers shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it them at or prior to the Closing. (c) Since the date of this Agreement, no event, circumstance or condition has occurred which has had or is reasonably expected to have a Material Adverse Effect. (d) There shall be in effect no Law or injunction Governmental Order issued by a court Governmental Authority of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (de) The Seller Sellers shall have delivered to the Purchaser all of the certificates. , instruments and other documents required to be delivered by the Seller Sellers at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 3.2 hereof. (ef) All consents from Governmental Authorities and other parties necessary to The FCC shall have granted the consummation FCC Consent without the imposition on the Purchaser or its Affiliates of the transactions contemplated hereby and any conditions that need not be complied with by the Ancillary Agreements Purchaser or its Affiliates under Section 6.4(b) hereof and for the operation FCC’s action granting the FCC Consent shall have become a Final Order. (g) As of the Business after the Closing, including those consents set forth there shall not be any Liens on Schedule 4.4 the Broadcasting Assets, other than Permitted Encumbrances and Schedule 4.5 of this Agreement, Encumbrances released at Closing. (h) All Required Consents shall have been obtained and copies of such consents shall have been delivered to the Purchaser. For purposes of this Agreement, “Required Consents” shall mean those Consents marked with an asterisk on Schedule 4.3 hereto. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Acquisition Transaction shall be subject to the satisfaction or fulfillment at or prior to the Closing of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing:. (a) All representations and warranties of the Seller contained in this Agreement The Warranties shall be true and correct in all material respects at and as of on the Closing Date with the same force and effect as though if made as on each such date, except where any such failure of the representations and warranties were made at and as of in the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall aggregate to be true and correct in all material respects as of such specified date only)would not reasonably be expected to have a Material Adverse Effect. (b) The Seller On each of the Closing Date, and Subsequent Payment Date, no Action shall have been commenced or threatened by or before any Governmental Authority against the Vendors or the Purchasers seeking to restrain the Acquisition Transaction which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions. (c) All members of the Management Team shall have signed the executive service agreement (the substance of which has been listed in Schedule 2) with the Company reasonably acceptable to the Purchaser, for a period of four years and the Company said signed executive service agreement shall have been delivered to the Purchasers. (d) Since the date of this Agreement, no fact, circumstance, event or change shall have occurred, or be reasonably likely to occur, which has had, or could reasonably be expected to have, a Material Adverse Effect. (e) Each of the Vendors shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with all the covenants and agreements required by this Agreement each covenant to be performed or and complied with by it under this Agreement at or prior to the Closing. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or and/or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofDate. (ef) All Each of the Vendors shall have waived any pre-emptive rights it may have relating thereto as contemplated by this Transaction by the articles of association of each Group Member and the applicable Law and the relevant written consents from Governmental Authorities and other parties necessary evidencing such waive executed by such Vendors respectively shall have been delivered to the consummation Purchaser, in the form satisfactory to the Purchaser. (g) The shareholders, the board of directors and/or equivalent internal power authority of the transactions contemplated hereby Purchasers have approved the Transaction and by the Ancillary Agreements relevant documents shall have been delivered to the Purchasers, in the form satisfactory to the Purchasers. (h) The Purchasers shall have completed their due diligence inquiry of each Group Member and for be reasonably satisfied with the operation results thereof. (i) Each Group Member's outstanding debt owing to any of the Business after the ClosingVendors, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreementwithout limited to the outstanding loans whatsoever, shall have been obtained waived by each of the Vendors and copies an acknowledgement from each of the Vendors in the form satisfactory to the Purchaser, addressed to each Group Member and the Purchasers, shall have been delivered to the Purchasers, expressly confirming that any Group Member has no any indebtedness owing to such consents Vendor at the date thereof and if any, the said Vendor expressly waive such indebtedness. (j) The Company's AOA, in the form and substance as set forth in Annex 1, shall have been executed by each of the Transferors and been delivered to the Purchaser. (k) The duly executed instrument shall have been delivered to the Purchaser, expressly evidencing the alteration to each Group Member's shareholding registration as contemplated herein (including without limited to (i) the registration of the new directors of the board of the Company appointed by ▇▇▇▇▇ in accordance with the AOA, (ii) the registration of ▇▇▇▇▇ as the new shareholder of the Company holding 51% equity of the Company, (iii) the registration of the AOA). (l) The minutes of Company's shareholders meeting approving this Agreement, AOA, the related agreements as contemplated in the Transaction shall have been delivered to the Purchaser. (fm) There The resolution of the board of directors of the Company approving and authorizing this Agreement, AOA, the related agreements as contemplated in this Agreement, the Transaction shall have been delivered to the Purchaser; (n) The letters of resignation from all the current directors of the board or (in the case of no board of the directors) the executive director of the Company shall have been delivered to the Purchasers; (o) The Company shall issue to the Purchasers a capital contribution certificate in the form satisfactory to the Purchasers evidencing Taide's holding of 51% share equity interest in the registered capital of the Company. (p) The shareholder agreement and subscription agreement, the form and substance of which are material same as Annex 2 and 3 has been executed by the relevant parties thereof. (q) The necessary documents certifying that the Company is the sole shareholder of Guangzhou Hyperlink shall have been delivered to the Purchasers; and (r) Any other documents to give to the Purchaser good title to the Sale Equity, to enable ▇▇▇▇▇ to become the 51% registered holder of the Company, to control each Group Member, and to understand the financial situation and operation of each Group Member, shall have been delivered to the Purchaser. The Parties shall make best efforts to fulfill the conditions set out in this Section 5.01 and 5.02, including without limitation to obtain all approvals from relevant authorities for the purpose of the Acquisition Transaction. If due to either party's default the Closing does not take place on or prior to the Termination Date (as defined in Section 9.02 hereof), the other party which is not at default has the right to terminate this Agreement by giving written notice to such defaulting party and claim any damages and/or loss incurred by it. Closing shall not have been any event, condition, development prejudice the rights of the Purchasers with respect to the above conditions or change since the Latest Balance Sheet Date, which has had, obligations of the Vendors to provide or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result procure the same except as explicitly waived by the Purchasers in a Material Adverse Changewriting.

Conditions to Obligations of the Purchaser. (a) The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Initial Purchase and the Second Purchase shall be subject to the satisfaction or fulfillment waiver at or prior to the Initial Closing (in the case of the Initial Purchase) or the Second Closing (in the case of the Second Purchase) of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (ai) All Each of the representations and warranties of the Seller Company contained in this Agreement shall be true and correct (disregarding for this purpose all references in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and to any materiality, Material Adverse Effect or Knowledge qualifications) as of the Initial Closing (other than any representation or warranty that is expressly except to the extent such representations and warranties are made as of a specified particular date, in which case such representations and warranties shall be have been true and correct in all material respects as of such specified date onlydate)., except for failures to be true and correct which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect (and, for purposes of the Second Closing, this condition shall be automatically deemed to be satisfied unless both (A)the Company had Knowledge on or prior to the Initial Closing of matters that would result in such representations and warranties failing to be true and correct as of the Initial Closing except for such failures to be true and correct which individually or in the aggregate would not have a Material Adverse Effect, and (B)the Purchaser did not have actual knowledge of such failures as of the Initial Closing or the Purchaser had such knowledge and advised the Company in writing and such failures were not waived by the Purchaser in connection with waiving the satisfaction of this condition at the Initial Closing (such failures to be true and correct complying with both of clauses (A) and (B) of this clause(i), "Second Closing Failures"); and only Second Closing Failures which continue to fail to be true and correct as of the Second Closing shall be considered in determining whether this condition is satisfied at the Second Closing)), (bii) The Seller and the Company shall have performed and complied in all material respects shall have performed, satisfied and complied with all the each of its covenants and agreements required by (provided that in the case of the Second Closing such covenants and agreements shall not include those contained in Sections4.3, 4.7, 4.9, 4.13, 4.14 and 4.15 and the first sentence of Section 4.12, subject to Section 4.16) set forth in this Agreement to be performed or performed, satisfied and complied with by it at or prior to the or at such Closing.; (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (diii) The Seller Company shall have delivered to the Purchaser all an officer's certificate certifying as to the Company's compliance with the conditions set forth in clauses(i) and (ii) of this Section 5.2(a); (iv) The Significant Shareholders and the Company shall have executed and delivered an agreement in the form of Exhibit 5.2(a)(iv) (the "Stockholders Agreement"), and the Stockholders Agreement shall be in full force and effect; (v) The Company shall have executed and delivered a Registration Rights Agreement in the form of Exhibit 5.2(a)(v) (the "Registration Rights Agreement"), and the Registration Rights Agreement shall be in full force and effect; (vi) The Certificate of Designation shall have been duly filed with the Secretary of State of the certificates. instruments State of Delaware and other documents required shall be in full force and effect; (vii) The Shares initially issuable upon conversion or exercise, as the case may be, of the Preferred Stock and the Warrants shall have been duly authorized and reserved for issuance and such Shares shall have been listed on the NYSE, subject to be delivered by official notice of issuance; (viii) The Purchaser shall have received at the Seller at or prior Initial Closing an opinion of Willkie Farr& ▇▇▇▇▇▇▇▇▇, outside counsel to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof.Company, in the form of Exhibit 5.2(a)(viii); and (eix) All consents from Governmental Authorities and other parties necessary In the case of the Initial Closing only, except to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents extent set forth on Schedule 4.4 and Schedule 4.5 of this Agreement2.6, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There there shall not have been occurred after December31, 1998 any event, condition, change or development or series of changes or developments (including without limitation as a result of any change since in the Latest Balance Sheet Date, Law) which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted in or could reasonably be expected to result individually or in the aggregate in a Material Adverse ChangeEffect.

Conditions to Obligations of the Purchaser. The obligations In addition to the terms and provisions of Section 2.3, the obligation of Purchaser to consummate the transactions contemplated by this Agreement are Closing is subject to the satisfaction satisfaction, or fulfillment the waiver at Purchaser’s sole and absolute discretion, of all the following further conditions: (a) (i) Each of the Company and the Sellers shall have duly performed in all material respects all of their respective obligations hereunder required to be performed by them at or prior to the Closing of Date, (ii) the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller Company and the Sellers contained or referred to in this Agreement Agreement, the Additional Agreements and in any certificate or other writing delivered by the Company and the Sellers pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects at and as of the Closing with the same effect Date, as though such representations and warranties were if made at and as of such date with only such exceptions as could not in the Closing aggregate reasonably be expected to have a Material Adverse Effect, (iii) there shall have been no event, change or occurrence which individually or together with any other than any representation event, change or warranty that is expressly made as occurrence, could reasonably be expected to have a Material Adverse Change or a Material Adverse Effect, regardless of whether it involved a specified date, which shall be true and correct in all material respects as of such specified date only)known risk. (b) The Seller Purchaser shall have received (i) copies of resolutions duly adopted by (a) the Board of Director(s), Shareholders or Members of the Sellers, the Company and each of Subsidiaries, authorizing this Agreement and the Additional Agreements (if necessary) and the transactions contemplated hereby and thereby, (ii) the updated register of shareholder or members and/or the register of directors of the Company and Sellers reflecting the change of shareholders, members and directors for the purpose of this Transaction, which shall have performed and complied in all material respects with be certified by their registered agents, (iii) a share certificate of Company reflecting owning all the Exchange Shares by the Sellers; (iv) a PRC legal opinions on the Company and Subsidiaries, the form and content of which has been attached hereto as Exhibit F, and (v) a certificate of the chairman or person in the similar position of the Sellers, the Company and each of Subsidiaries certifying each of the foregoing, completion of covenants and agreements required by correctness of representations and warranties and as to signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be performed or complied with by it at or prior to the Closingdelivered pursuant hereto. (c) There The Purchaser shall be in effect no Law or injunction issued by have received updated Disclosure Schedules to this Agreement as of a court of competent jurisdiction making illegal or otherwise prohibiting or restraining date within three days prior to the consummation of the transactions contemplated by this AgreementClosing Date. (d) The Seller shall have delivered to the Purchaser all original stock ledgers and minute books of the certificates. instruments and other documents required to Company shall be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (fe) There The Additional Agreements shall not have been any event, condition, development be in full force and effect or change since become effective on the Latest Balance Sheet Closing Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations obligation of Purchaser to consummate the Acquisition is subject to the satisfaction (or waiver by Purchaser) of the Purchaser following additional conditions: (a) Acquiree shall have obtained (and shall have provided copies thereof to Purchaser) the written consents of the Acquiree to the execution, delivery and performance by Acquiree of this Agreement and the other Transaction Documents to which it is a party, in form and substance satisfactory to Purchaser; (b) Acquiree shall have obtained (and shall have provided copies thereof to the Purchaser) all waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of Acquiree, except for any the failure of which to obtain or effect does not, individually or in the aggregate, have an Acquiree Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing:Agreement; (ac) All the representations and warranties of the Seller contained Acquiree set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations date of this Agreement and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of the Effective Time as though made as of the Effective Time ( provided , however , that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such specified date onlyearlier date)., except for any untrue or incorrect representation and warranty that, individually or in the aggregate, does not have an Acquiree Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (bd) The Seller and the Company Acquiree shall have performed and or complied in all material respects with all the its agreements and covenants and agreements required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing.Effective Time; (ce) There no Legal Proceeding shall be in effect no Law pending wherein an unfavorable judgment, order, decree, stipulation or injunction issued by a court would (i) prevent consummation of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation any of the transactions contemplated by this Agreement., or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (df) The Seller Acquiree shall have delivered to Purchaser a certificate (the Purchaser all “Acquiree Certificate”) to the effect that each of the certificates. instruments conditions specified in clause (e ) (with respect to Acquiree’s due diligence of the Purchaser) of Section 5.1 and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(bclauses (a) and Sections 6.15 through 6.21 hereof. (e) All consents (insofar as clause (e) relates to Legal Proceedings involving Acquiree) of this Section 5.2 is satisfied in all respects; (g) the Members shall have agreed not to engage in any Prohibited Transactions; (h) the Purchaser shall have received from Governmental Authorities counsel to Acquiree, the opinion letter, in form and other parties necessary substance satisfactory to Purchaser, addressed to the consummation Purchaser and the Placement Agent and dated as of the transactions contemplated hereby and by Closing Date; (i) there shall have been no material adverse changes to Acquiree’s business since the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 date of this Agreement, ; (j) Acquiree shall have been obtained delivered to Purchaser a certification duly executed by each Member certifying that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and copies of such consents Regulation S, respectively, under the Securities Act; (k) Acquiree shall have been delivered to Purchaser audited and interim unaudited financial statements of Acquiree pro forma the Purchaser. Acquisition, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) There and/or 5.01(a)(8) of Form 8-K (l) Purchaser’s due diligence shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.confirmed an enterprise valuation of Acquiree of at least $30,000,000; and

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser hereunder to consummate purchase the transactions contemplated by this Agreement are Preferred Shares at the Closing is subject to the satisfaction or fulfillment satisfaction, at or prior to before the Closing Date, of each of the following conditions, any of which provided that these conditions are for the Purchaser’s sole benefit and may be waived in whole or in part by the Purchaser in writing:(with respect to itself only): (a) All representations The Company shall have duly executed and warranties delivered: (i) each of the Seller contained Transaction Documents; and (ii) stock certificates representing the Preferred Shares (in such number as is set forth beneath the Purchaser’s name on the signature page to this Agreement shall be true and correct in all material respects Agreement) being purchased by the Purchaser at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only)pursuant to this Agreement. (b) The Seller Certificate of Designation for the Preferred Shares shall have been duly filed with the Secretary of State of the State of Nevada and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (c) The Company shall have performed performed, satisfied and complied in all material respects with all the each of its respective covenants and agreements required by contained in this Agreement and required to be performed performed, satisfied or complied with by it at or prior to the Closing. (ci) There The Registration Statement shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining remain effective at all times up to and including the consummation Closing Date and the issuance of the transactions contemplated by this AgreementPreferred Shares to the Purchaser may be made thereunder; (ii) neither the Company nor the Purchaser shall have received notice that the SEC has issued or intends to issue a stop order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened to do so; and (iii) no other suspension of the use or withdrawal of the effectiveness of the Registration Statement or Prospectus shall exist. (de) The Seller Company shall have delivered to the Purchaser all of the certificates. instruments Prospectus and other documents required to Prospectus Supplement (which may be delivered by in accordance with Rule 172 under the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the PurchaserSecurities Act). (f) There The representations and warranties of the Company contained in Section 3.1 shall be true and correct on and as of the Closing Date as if made on and as of such date, other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date. (g) The Common Stock (I) shall be listed on Nasdaq and (II) shall not have been any eventsuspended, condition, development or change since as of the Latest Balance Sheet Closing Date, which has hadby the SEC or Nasdaq from trading on Nasdaq nor shall suspension by the SEC or Nasdaq have been threatened, as of the Closing Date, either (A) in writing by the SEC or Nasdaq or (B) by falling below the minimum maintenance requirements of Nasdaq. (i) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would reasonably be expected to have, a Material Adverse Effect have or has resulted or could reasonably be expected to result in a Material Adverse ChangeEffect. (j) The Company shall simultaneously issue and deliver at such Closing to the Purchaser hereunder and other purchasers of Preferred Shares in the aggregate at least sufficient number of Preferred Shares against payment of an aggregate purchase price of at least $31,862,250. (k) The purchase of Preferred Shares shall not (i) cause the Purchaser or any of its affiliates to violate any bank regulation, or (ii) require the Purchaser or any of its affiliates to file a prior notice with the Federal Reserve or its delegee under the Change in Bank Control Act or the BHC Act or obtain the prior approval of any bank regulator.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by set forth in this Agreement and the Transaction Documents are also subject to the satisfaction or fulfillment waiver by the Purchaser at or prior to the Closing Date of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All each of the representations and warranties of the Seller contained Sellers set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall each be true and correct in all material respects at respects, as of the date of this Agreement and as of the Closing with Date (without giving effect to any amendment or supplement to the same effect Disclosure Schedule) as though such representations and warranties were made at on and as of the Closing Date (other than any except to the extent such representations and warranties speak as of an earlier date, in which case such representation or warranty that is expressly made as of a specified date, which shall be true and correct as of such earlier date); (b) the Sellers shall have performed in all material respects as of such specified date only). (b) The Seller and the Company shall have performed and complied in all material respects with all the covenants and agreements obligations required by this Agreement to be performed or complied with by it or them under this Agreement at or prior to the Closing.Closing Date; (c) There the Purchaser shall have been furnished with a certificate, executed by the Founders and an authorized officer of the Company, dated the Closing Date, certifying as to the fulfillment of the conditions in Sections 6.2(a), (b), (d), (f), (g) and (k); (d) all consents required under the Material Contracts in connection with the execution, delivery and performance of this Agreement, the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, shall be in full force and effect no Law and shall have been delivered to the Purchaser; (e) the Purchaser shall have received an opinion dated the Closing Date of counsel to the Company, substantially in the form of Exhibit F; (f) there shall not be pending or injunction issued threatened by any Governmental Entity any suit, action or proceeding (or by any other Person any suit, action or proceeding which has a court reasonable likelihood of competent jurisdiction making illegal success), seeking to obtain from the Purchaser or any of its Affiliates, in connection with the transactions contemplated hereby any money damages or that may otherwise have the effect of preventing, materially delaying, or otherwise prohibiting materially interfering with the transaction contemplated by this Agreement and the other Transaction Documents; (g) since the date of this Agreement, there shall have been no event, change, occurrence or restraining circumstance having, or which could have, individually or in the aggregate, a Material Adverse Effect on the Company and the Subsidiary; (h) the Purchaser shall have received effective as of the Closing, and subject to the execution and delivery of the Employment Agreements, the resignations of all of the officers and directors of the Company; (i) the Purchaser shall have received a certificate of the Secretary of State or other similar governmental official of the jurisdiction in which each of the Company and the Subsidiary is organized as to the legal existence and good standing of the Company and the Subsidiary in such jurisdiction, dated no more than five (5) Business Days prior to the Closing Date; (j) (i) the “due diligence” examination by the Purchaser of the Company and the Subsidiary shall have been completed on or before the date that is thirty (30) days from the date of this Agreement and (ii) the Purchaser shall not have notified the Company on or before such date that consummation of the transactions contemplated by this Agreement.Agreement and the Transaction Documents is not in its best interests; (dk) The Seller all assets of the Company and the Subsidiary shall be free and clear of all Liens and the Purchaser shall have delivered received original UCC Termination Statements and mortgage reconveyances suitable for filing with the appropriate authorities to evidence the release of such Liens; (l) the Purchaser all shall have received such other documents as the Purchaser reasonably requests evidencing the satisfaction of any condition referred to in this Section 6.2; (m) each of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof.Founders shall have entered into his respective Employment Agreement; (en) All consents from Governmental Authorities and other parties necessary to the consummation each of the transactions contemplated hereby and by Founders shall have entered into his respective Non-Competition Agreement; (o) the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, Stockholder Agreement shall have been obtained and copies entered into among each of such consents the parties thereto; (p) the Company Plan shall have been delivered terminated and canceled and there shall not be outstanding any (i) option or other right to purchase Shares or (ii) plan or agreement of the Purchaser.Company pursuant to which such option or other right may be issued; (fq) There each of the employees of the Company and the Subsidiary as of the Closing Date shall not have entered into a Confidentiality Agreement; and (r) each of the Company Stockholder Agreement, the Investor Rights Agreement, the Voting Agreement and the Right of First Refusal and Co-Sale Agreement shall have been any event, condition, development terminated effective prior to or change since as of the Latest Balance Sheet Closing Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment or fulfillment waiver by the Purchaser, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writingconditions precedent: (a) All The representations and warranties of the Seller Seller, the Seller's Parent and the Corporation contained in this Agreement Agreement, or in any certificate or other document delivered to the Purchaser pursuant hereto, shall be true and correct in all material respects at and on or as of the Closing Date, with the same force and effect as though if made as of the Closing, other than such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly are made as of a specified date, another date which shall be true and correct in all material respects as of such specified date only)date. The covenants contained in this Agreement to be complied with by Seller, the Seller's Parent or the Corporation on or before the Closing shall have been complied with in all material respects, and Purchaser shall have received certificates from Seller to such effect signed by a duly authorized officer thereof. (b) The Seller and Since December 31, 2000, except for the Company sale of the CNG Business pursuant to the CNG Business Sale Agreement, no change shall have performed occurred in the business, operations, results of operations, assets, liabilities, capitalization or condition (financial or otherwise), of the Corporation, whether or not in the ordinary course of business, whether separately or in aggregate with other occurrences or developments, and complied in all material respects with all whether insured against or not, which could be reasonably expected to have a Material Adverse Effect on the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the ClosingCorporation. (c) There shall At or before the Closing Date, there will have been obtained from all appropriate federal, provincial, state, municipal and other governmental or administrative bodies or any other person all such approvals and consents in form and on terms satisfactory to counsel for the Purchaser as may be required in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining order to permit the consummation change in ownership of the transactions Purchased Shares as herein contemplated without affecting or resulting in any cancellation or termination of or reduction of any right under any material permit, license, contract, agreement or lease held by this Agreementthe Corporation. (d) The Seller Without limiting the generality of Sub-section 6.2(c): (i) either (a) the Commissioner of Competition (the "Commissioner") shall have delivered to the Purchaser all issued an advance ruling certificate (an "ARC") under section 102 of the certificates. instruments Competition Act in respect of the transaction contemplated in this Agreement and other documents required shall not have subsequently withdrawn or purported to be delivered by the Seller at or have withdrawn such ARC prior to the Closing acquisition by the Purchaser of the Purchased Shares pursuant to Section 2.3(bthis Agreement or have stated or otherwise indicated that he has obtained new information as a result of which he is no longer satisfied that he would not have sufficient grounds on which to apply to the Competition Tribunal under section 92 of the Competition Act with respect to the transaction contemplated in this Agreement; or (b) the applicable time period under section 123 of the Competition Act shall have expired, and Sections 6.15 through 6.21 hereofthe Commissioner or his authorized representative shall have advised the Purchaser (on terms and in a form satisfactory to the Purchaser) that 43 -39- the Commissioner does not intend to make an application under section 92 of the Competition Act in respect of the transaction contemplated in this Agreement and neither the Commissioner nor any of his representatives shall have rescinded or amended such advice; and (ii) any applicable waiting period under the Har▇-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇titrust Improvements Act of 1976, and any other applicable foreign competition laws, shall have expired. (e) All consents from Governmental Authorities No action or proceeding by law or in equity will be pending or threatened by any person to enjoin or prohibit: (i) the purchase and other parties necessary to the consummation sale of the transactions Purchased Shares contemplated hereby and by or the Ancillary Agreements and for the operation right of the Business after Purchaser to own the ClosingPurchased Shares, including those consents set forth or (ii) the right of each the Corporation to carry on Schedule 4.4 and Schedule 4.5 of this Agreement, the Business. (f) All actions shall have been obtained taken to distribute to Seller (or otherwise dispose of) all of the assets and copies liabilities, included in and as contemplated by Section 2.5 and a certificate from an officer of such consents each of the Seller and the Seller's Parent that the CNG Business has been sold pursuant to the CNG Business Sale Agreement and all filings and remittances have been made by the Corporation. (g) No legislation (whether by statute, by-law, regulation or otherwise) shall have been delivered enacted, introduced or announced which, in the reasonable opinion of the Purchaser, adversely affects or may adversely affect the operations of the Business. (h) Any obligations or agreements of the Corporation which will or may in any way materially inhibit the current or future operations and businesses of the Purchaser and its subsidiaries (including without limitation the Corporation, if acquired), including without limitation, the supply agreement between ATT Canada and the Corporation, effective upon Closing Date, being cancelled or amended upon terms and conditions satisfactory to the Purchaser. (fi) There Execution and delivery of the Ancillary Agreements. (j) The Seller and the Purchaser shall not have been work co-operatively and in good faith to cause PEH to enter into agreement(s) (the "Canadian Customers Agreement") with the Purchaser, on terms and conditions mutually satisfactory to the Purchaser and PEH or otherwise effect the assignment of the Canadian portion of the those agreements listed in Schedule 6.2(j) such that after Closing, the Corporation will continue to serve such customers in Canada, and receive revenues in Canada which relate to any event, condition, development or change since goods and services relating to the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result Business purchased by such customers in a Material Adverse ChangeCanada.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Closing is subject to the satisfaction satisfaction, or fulfillment the waiver at the Purchaser’s sole and absolute discretion, of all the following further conditions: (a) The Seller shall have duly performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (b) All of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller contained in this Agreement and in any certificate delivered by the Seller pursuant hereto shall be true and correct in all material respects at and as of the Closing with the same effect Date as though such representations and warranties were if made at and as of such date, except as would not, individually or in the Closing (other than any aggregate, reasonably be expected to have a Company ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect, and provided that in each case in that to the extent such representation or warranty that is expressly made in Article IV only as of a specified specific date, which such representation or warranty shall be true and correct in all material respects speak only as of such specified date only)specific date. (bc) Since the Agreement Date, no Company ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect shall have occurred and be continuing. (d) The Purchaser shall have received a certificate signed by an authorized representative of the Seller certifying that each of the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) have been satisfied. (e) The Purchaser shall have received a certificate signed by an authorized representative of the Seller, attaching and certifying to the accuracy of the following: (i) copies of the Memorandum and Articles of Incorporation of the Company, and (ii) copies of resolutions duly adopted by the boards of directors of the Seller and the Company authorizing, as applicable, this Agreement and the transactions contemplated hereby and thereby. (f) Each of the Additional Agreements shall have performed been duly executed (in each case, in the form attached to this Agreement) and complied delivered to the Purchaser by the parties thereto other than the Purchaser and any Affiliate thereof, if applicable, and such Additional Agreements shall be in all material respects full force and effect in accordance with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to terms thereof as of the Closing. (cg) There The Company shall be in effect no Law or injunction issued by a court have the Minimum Company Cash at the time of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this AgreementClosing. (dh) The Seller shall have delivered to the Purchaser all the Madhouse Settlement Letter, fully executed by each of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofMadhouse Settlement Parties. (ei) All consents from Governmental Authorities and other parties necessary The Seller shall have delivered to the consummation Purchaser (i) the Historical Financial Statements and (ii) the September 30 Audited Financial Statements. (j) The Purchaser shall have received certificates representing the Purchased Shares, and the Company’s register of members (maintained by the Company in accordance with the Companies Law of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, Cayman Islands) shall have been obtained and copies updated to reflect the transfer of such consents shall have been delivered the Purchased Shares to the Purchaser. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction or fulfillment at fulfillment, on or prior to the Asset Purchase Closing Date, of each of the following conditions, conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by the Purchaser in writing:applicable Laws). (a) All representations Each representation and warranties warranty of the Seller contained in this Agreement shall be true and correct in all material respects at and as of the Asset Purchase Closing Date with the same effect as though such representations and warranties were made at and as of on the Asset Purchase Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only)Date. (b) The Seller and the Company shall have delivered, or caused to be delivered, to Purchaser all of the items set forth in Section 4.2; (c) Neither of the Appealed Orders shall have been reversed, stayed, modified, amended, revoked or remanded; (d) Purchaser shall have received the Title Commitments in form and substance reasonably satisfactory to Purchaser; (e) No event shall have occurred or circumstance shall exist which would make it impossible or impracticable to satisfy one or more of the conditions of this Agreement; (f) Seller shall have observed and performed and complied its covenants in this Agreement in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) There shall be in effect no Law extent that such covenants were to have been observed or injunction issued performed by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Asset Purchase Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof.Date; (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (fg) There shall not have been any eventevents, conditionoccurrences or developments during the period commencing on the date of this Agreement and ending on the Asset Purchase Closing Date that, development individually or change since in the Latest Balance Sheet Dateaggregate, which has had, have resulted in or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse ChangeEffect on the Purchased Assets; and (h) the Sunshine Mine and infrastructure has not flooded to or above the 3,300 foot level at any time during the period from April 1, 2010 to the Asset Purchase Closing Date.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser and the Parent to consummate effect the transactions contemplated by this Agreement Second Closing are subject to the satisfaction or fulfillment at or prior to the Second Closing Date of the following conditions, any or all of which may be waived in writing by the Purchaser, in whole or in part part, to the extent permitted by the Purchaser in writingapplicable Law: (a) All (i) the Fundamental Reps of the Sellers shall have been true, correct and complete in all respects as of the Closing Date and shall be true, correct and complete in all respects as of the Second Closing Date and (ii) all other representations and warranties of the Seller Sellers contained in this Agreement and the other Transaction Documents (A) that are qualified by the terms “material”, “materiality” or “material adverse effect” shall have been true, correct and complete in all respects as of the Closing Date and shall be true true, correct and correct complete in all material respects as of the Second Closing Date as if made as of the Second Closing Date (or, with respect to such representations and warranties which specifically relate to an earlier date, at and as of such earlier date instead) and (B) that are not qualified by the Closing with the same effect as though such representations terms “material”, “materiality” or “material adverse effect” shall have been true, correct and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct complete in all material respects as of the Closing Date and shall be true, correct and complete in all material respects as of the Second Closing Date as if made as of the Second Closing Date (or, with respect to such specified representations and warranties which specifically relate to an earlier date, at and as of such earlier date onlyinstead)., provided that the condition in this clause (ii) shall apply only if reasonably anticipated Losses from all breaches of and inaccuracies in such other representations and warranties exceed, in the aggregate, the value of the remaining Escrow Shares, net of any other then pending claims; (b) The Seller the Sellers and the Company other signatories to the First Closing deliverables shall have performed and complied satisfied in all material respects with all the covenants and agreements required by this Agreement the Transaction Documents and such deliverables to be performed or complied with and satisfied by it such Persons at or prior to the Second Closing.; (c) There no Action shall be in effect no Law pending or injunction issued by threatened before any Governmental Authority seeking to restrain any Seller or prohibit the Second Closing or seeking damages against any Party as a court result of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement.; and (d) The Seller the Purchaser shall have delivered received a certificate executed by the Sellers to the Purchaser all of effect that the certificates. instruments conditions set forth in Section 5.2(a), Section 5.2(b) and other documents required to be delivered by the Seller at or prior (with respect to the Closing pursuant to Sellers) Section 2.3(b5.2(c) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchasersatisfied. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to acquire the Success Equity Interests and to consummate the transactions contemplated by this Agreement are other Contemplated Transactions shall be subject to the satisfaction or fulfillment satisfaction, at or prior to the Closing Closing, of the following conditions, conditions (any of which may be waived by in whole or in part by writing the Purchaser in writing:Purchaser): (a) All the representations and warranties of the Seller contained in this Agreement Article II and Article III shall be have been true and correct in all material respects at (disregarding any materiality qualifications set forth therein) as of the Effective Date and as of the Closing with the same effect as though Date, in each case, except for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be have been true and correct in all material respects as of such specified date onlyearlier date).; (b) The the Seller and the Company Parties shall have performed and complied in performed, as applicable, all material respects with all of the covenants and agreements required by this Agreement to be performed by them under this Agreement or complied any of the other Transaction Documents at or prior to the Closing in all material respects; (c) there has not been a Success Company Material Adverse Effect; (d) each Key Management Team Member shall have entered into his New Employment Agreement; (e) the Seller Parties shall have provided the Purchaser with (i) proof of continuous malpractice coverage and the No Loss Warranty Letter in the form attached as Exhibit C, and (ii) a certificate of insurance evidencing such coverage in a form acceptable to the Purchaser; (f) the Seller Parties shall have made or delivered all filings and notices, and shall have obtained all consents and approvals set forth on Section 5.5 of the Seller Disclosure Letter, in each case in a form reasonably acceptable to the Purchaser, as required to convey, transfer and assign the Success Equity Interests to the Purchaser and to consummate the Contemplated Transactions; (g) Greenbrook shall have received the Greenbrook Shareholder Approval; (h) Greenbrook shall have received the consents set forth on Section 7.2(h) of the Seller Disclosure Letter, in form and substance reasonably acceptable to the Purchaser; and (i) the Seller Parties shall have delivered (or caused to be delivered) to the Purchaser the following agreements, documents and other items: (i) amended and restated limited liability company agreement of Success identifying the Purchaser as the sole member; (ii) an executed counterpart signature page of the applicable Seller Parties to the Escrow Agreement; (iii) an executed counterpart signature page from each of the owners of the Medical Practices to their respective Management Services Agreement; (iv) an executed counterpart signature page of each of the Seller Parties to the Lock-Up Agreement; (v) an executed counterpart signature page from each of the Medical Practices and the members of the Medical Practices to their respective Stock Transfer Restriction Agreements; (vi) an executed counterpart signature page of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Investors Rights Agreement; (vii) an executed counterpart signature page of the Seller LLCs to the Registration Rights Agreement; (viii) a duly executed IRS Form W-9 or other certification pursuant to Treasury Regulations Section 1.1445-2(b) for each Seller Party certifying that such Seller Party is not a foreign person within the meaning of Section 1445 of the Code; (ix) an executed counterpart signature page of each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to his New Employment Agreement; (x) the written resignations of each officer and member of the board of directors or managers of each of the Transferred Companies effective as of the Closing, in form and substance reasonably satisfactory to the Purchaser; (xi) a certificate signed by it the Sellers' Representative on behalf of the Seller Parties certifying that the conditions specified in Section 7.2(b) have been satisfied; (xii) a certificate on behalf of the Seller Parties executed by the Sellers' Representative certifying that attached thereto are (i) true and complete copies of all resolutions, in form and substance reasonably satisfactory to the Purchaser, adopted by the boards of managers (or an equivalent governing body thereof) of the Seller and the Transferred Companies approving the Contemplated Transactions and that all such resolutions are in full force and effect, (ii) true, correct and complete copies of Governing Documents of the Transferred Companies, and (iii) a true, correct and complete list of all officers and managers of the Transferred Companies as of immediately prior to the Closing; (xiii) certificates, executed by the proper official, as to the good standing of each of the Transferred Companies to do business in its jurisdiction of formation or incorporation, dated within five (5) days prior to the Closing Date; (xiv) payoff letters related to any Indebtedness of any of the Transferred Companies other than the Closing Indebtedness to be assumed by Purchaser at Closing and evidence that all Encumbrances on the Transferred Companies, their respective assets and/or Equity Interests shall be released at or prior to the Closing., including completed copies of UCC-3 termination statements related to such Encumbrances to be filed on the Closing Date (or written authorization from the holders of such Encumbrances to file UCC-3 termination statements upon payment of the amount stated in such holder's payoff letters), in each case in form and substance reasonably satisfactory to the Purchaser; (cxv) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining final invoice with respect to the consummation fees disclosed on Section 2.6 of the transactions contemplated by this Agreement.Seller Disclosure Letter and Section 3.14 of the Seller Disclosure Letter; (dxvi) The Seller shall have delivered to the Purchaser all a termination and general release from each of the certificates. instruments and other documents required to be delivered by plaintiffs in the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof.Pending Litigations; and (exvii) All consents from Governmental Authorities and other parties necessary to the consummation evidence of termination of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents agreements set forth on Schedule 4.4 and Schedule 4.5 Section 7.2(i)(xv) of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser.Seller Disclosure Letter; and (fxviii) There shall not have been any eventsuch other documents, conditioninstruments, development certificates or change since consents relating the Latest Balance Sheet Date, which has had, Business or would the Contemplated Transactions as the Purchaser or Greenbrook may reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Changerequest.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are hereunder is subject to the satisfaction or fulfillment at or prior to the Closing of the following conditions, conditions (any of which may be waived in whole or in part by the Purchaser in writing:Purchaser): (a) All the Financing contemplated by the Cerberus Commitment Letter shall have been consummated; (b) the Seller shall have delivered, or caused the Escrow Agent to have delivered to the Purchaser original stock certificates representing the Shares, together with such instruments of assignment, conveyance and transfer as Purchaser may deem necessary or desirable, duly executed by the Seller; (i) the representations and warranties of the Seller contained set forth in this Agreement shall be true and correct in all material respects at documents delivered to the Purchaser hereunder and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which thereunder shall be true and correct in all material respects as of such specified date only). the Closing Date as though made on and as of the Closing Date; (bii) The Seller and the Company no order, writ, injunction or decree shall have performed been entered and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) There shall be in effect no Law that restrains, enjoins or injunction issued by a court of competent jurisdiction making illegal invalidates, or otherwise prohibiting or restraining the consummation of materially adversely affects the transactions contemplated by this Agreement.; and (iii) the Seller shall have performed each of the obligations required to be performed by it under this Agreement on or prior to the Closing Date; (d) The the Stockholder Notice Period shall have expired; (e) the NMFS Consent shall have been obtained; (f) the Seller shall have delivered to the Purchaser all a certificate of the certificates. instruments and other documents required to be delivered by Chief Executive Officer of the Seller at or prior confirming compliance with the conditions set forth in Section 8.2(c); Table of Contents (g) the Seller shall have delivered to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation Purchaser a Certificate of the transactions contemplated hereby and by the Ancillary Agreements and for the operation Secretary or Assistant Secretary of the Business after Seller, together with true and correct copies of the ClosingSeller’s articles of incorporation and bylaws, including those consents set forth on Schedule 4.4 and Schedule 4.5 all amendments thereto, true and correct copies of the resolutions of the Seller’s board of directors and stockholders authorizing or ratifying the execution, delivery and performance of this Agreement, and the names of the officer or officers of the Seller authorized to sign this Agreement, together with a sample of the true signature of each such officer; (h) the Seller’s counsel (which may include the law firms of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇ and Wedge) shall have been obtained and copies delivered its legal opinion in the form of such consents Exhibit E annexed hereto; (i) TM Capital Corp. shall have been delivered to the Purchaser.Purchaser a certificate in which it shall have confirmed the TM Capital Solvency Opinion as of the Closing Date and the Seller’s right to continue to rely thereon; provided, however, that if TM Capital Corp. is unwilling or unavailable to deliver such certificate, the Purchaser shall use its reasonable best efforts to engage another investment banking firm and provide it with the necessary background materials for the purposes of delivering such certificate; (fj) There the Seller shall not have been any eventdelivered to the Purchaser resignations of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, condition, development or change since dated the Latest Balance Sheet Date, which has had, or would Closing Date and in the form attached as Exhibit F; and (k) the Seller shall have delivered to the Purchaser such other documents and instruments as may be reasonably be expected required to have, a Material Adverse Effect or has resulted or could reasonably be expected consummate the transactions contemplated by this Agreement and to result in a Material Adverse Changecomply with the terms hereof.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate proceed with the transactions Closing contemplated by this Agreement are subject to the satisfaction or fulfillment waiver by the Purchaser, on or prior to the Closing, of each of the following conditions: (a) UICI shall have performed and complied in all material respects with all of the agreements, covenants, obligations and conditions required to be performed or complied with by UICI at or prior to the Closing Date; (b) Each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller contained UICI set forth in this Agreement shall be true and correct in all material respects at (except that representation and warranties qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date of this Agreement and as of the Closing with the same effect Date as though such representations and warranties were made at and as of the Closing (other than except as to any representation or warranty that is expressly made as of a specified which specifically relates to another date), which shall be true and correct in all material respects as of such specified date only). (b) The Seller and the Company Purchaser shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior received a certificate to the Closing.foregoing effect signed by an officer of UICI; (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller Purchaser shall have delivered received written evidence reasonably satisfactory to the Purchaser that all of the certificates. instruments consents, waivers, clearances, approvals and other documents authorizations required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to for the consummation of the transactions contemplated hereby or the ownership and operation by the Ancillary Agreements and for the operation Purchaser of the Company and the Business after have been obtained, and all required filings have been made; (d) Any and all consents, waivers, clearances, approvals and authorizations from the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 secretary of this Agreement, state or insurance regulatory authority of each state where either of the Subsidiaries is licensed to provide motor club services shall have been obtained and copies of if the failure to obtain any such consents consent, waiver, clearance, approval or authorization would have a Material Adverse Affect; (e) UICI shall have been delivered to received all of those approvals required in accordance with the Purchaser.policies and procedures established by its Board of Directors for authorization of related party transactions; (f) There The Members of the Purchaser shall have approved this transaction; and (g) No injunction, restraining order or other rule or order shall have been issued by any Governmental Authority and not have expired or been any event, condition, development lifted or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.dissolved,

Conditions to Obligations of the Purchaser. The All obligations of the Purchaser to consummate hereunder are subject, at the transactions contemplated by this Agreement are subject option of Purchaser, to the satisfaction or fulfillment of each of the following conditions at or prior to the Closing of Closing, and Sellers and the following conditions, any of which may Company shall exert their best efforts to cause such conditions to be waived in whole or in part by the Purchaser in writingfulfilled: (ai) All representations and warranties of Sellers and the Seller Company contained herein or in this Agreement any document delivered pursuant hereto shall be true and correct in all material respects when made and shall be deemed to have been made again at and as of the Closing with the same effect as though such representations and warranties were made at and as date of the Closing (other than any representation or warranty that is expressly made as of a specified dateClosing, which and shall then be true and correct in all material respects as of such specified date only)respects. (bii) The Seller All covenants, agreements and the Company shall have performed and complied in all material respects with all the covenants and agreements obligations required by the terms of this Agreement to be performed by Sellers or complied with by it the Company at or prior to before the ClosingClosing shall have been duly and properly performed in all material respects. (ciii) Since the date of this Agreement, there shall not have occurred any material adverse change in the condition (financial or otherwise), business, properties, assets or prospects of the Company. (iv) There shall be in effect no Law or injunction issued delivered to Purchaser a certificate executed by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation President and Secretary of the transactions contemplated Company and by each of the Sellers, dated the date of the Closing, certifying the conditions set forth in paragraphs (i), (ii) and (iii) of this AgreementSection 15(b) have been fulfilled. (dv) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other All documents required to be delivered by the Seller to Purchaser at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofshall have been so delivered. (evi) All consents from Purchaser shall have received an opinion of Sellers' counsel, dated the date of the Closing, substantially in accordance with Schedule 4(a)(vi) annexed hereto. (vii) Purchaser and the Company shall have obtained the necessary approvals under the HSR Act and any other necessary Governmental Authorities Approvals. (viii) Purchaser shall have received all Consents; (ix) Purchaser shall have received the Phase II Report and such report shall conclude, in Purchaser's reasonable judgment, that no Hazardous Materials exist on or under the 511-513 Meeting Property; (x) Purchaser shall have received evidence of the appointment of the Disinterested Trustee and the resignation of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as trustee of the ESOP immediately prior to such appointment; (xi) Purchaser shall have received resignations of the trustee(s) of the ESOP and the trustee(s) of the Company's 401(k) plan, as Purchaser so instructs; (xii) Purchaser shall have received evidence that (A) all requisite voting rights relating to this Agreement and the transactions contemplated hereby were exercised by the Disinterested Trustee in accordance with applicable law and the terms and conditions set forth in the ESOP, (B) all debts owed by the ESOP to financial institutions and other parties have been satisfied in full, (C) all necessary action (corporate or otherwise) shall have been taken to terminate the ESOP and the accrual of benefits thereunder prior to the consummation Closing of the transactions contemplated hereby and (D) the Disinterested Trustee shall at the Closing sell, transfer, convey, assign and deliver to Purchaser the Stock owned by the Ancillary Agreements and for ESOP; (xiii) The Disinterested Trustee shall have received the operation Fairness Opinion Letter; (xiv) Purchaser shall have received evidence of the Business after termination of the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 Trust Agreement; and (xv) All filings required pursuant to the HSR Act prior to the expiration of this Agreement, or earlier termination of the waiting period under the HSR Act shall have been obtained and copies of such consents shall have been delivered to the Purchaseroccurred. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment or fulfillment the Purchaser’s waiver, at or prior to before the Closing Closing, of each of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All The representations and warranties of the Seller contained Vendors and LIBC set out in this Agreement Agreement, the other Transaction Documents, and any certificate or other writing delivered pursuant hereto shall be true and correct in all material respects at on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties were made at and as of the Closing such date (other than any representation or warranty except those representations and warranties that is expressly made address matters only as of a specified date, the accuracy of which shall be true and correct in all material respects determined as of such that specified date onlydate), except as would not reasonably be expected to have a Material Adverse Effect. (b) The Seller Each of the Vendors and the Company LIBC shall have duly performed and complied in all material respects with all the covenants agreements, covenants, and agreements conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it at such Vendor or prior LIBC, as applicable, before or on the Closing Date; provided that, with respect to agreements, covenants, and conditions that are qualified by materiality, the Closingapplicable party shall have performed such agreements, covenants, and conditions, as so qualified, in all respects. (c) There No Action shall have been commenced against the Purchaser, any of the Vendors, LIBB, or LIBC that would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority and be in effect no Law which restrains or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions prohibits any transaction contemplated by this Agreementhereby. (d) The Seller All approvals, consents, and waivers that are listed in Schedule 3.5 shall have been received, and executed counterparts thereof shall have been delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller Purchaser, at or prior before the Closing, and no such approval, consent or waiver shall have been revoked, except as would not reasonably be expected to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofhave a Material Adverse Effect. (e) All consents from Governmental Authorities and other parties necessary to From the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect. (f) The Transaction Documents (other than this Agreement) shall have been obtained executed and delivered by the parties thereto and true and complete copies of such consents thereof shall have been delivered to the Purchaser. (fg) There The Purchaser shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of the LIBB Vendor: (i) that each of the conditions set forth in Subsections 7.2(a) and 7.2(b) has been satisfied by the LIBB Vendor; (ii) that attached thereto are true and complete copies of all resolutions adopted by the shareholders, if applicable, and the board of directors of the LIBB Vendor authorizing the execution, delivery, and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (iii) certifying the names and signatures of the officers of the LIBB Vendor authorized to sign this Agreement, the Transaction Documents, and the other documents to be delivered hereunder and thereunder. (h) The Purchaser shall have received (A) a certificate, dated the Closing Date and signed by the LIBC Vendor Representative, for and on behalf of the LIBC Vendors other than European High Growth Opportunities Securitization Fund: (i) that each of the conditions set forth in Subsections 7.2(a) and 7.2(b) has been satisfied by the relevant LIBC Vendors; (ii) that attached thereto are true and complete copies of all resolutions adopted by the relevant LIBC Vendors, where required, authorizing the execution, delivery, and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (iii) certifying the names and signatures of the LIBC Vendor Representative authorized to sign this Agreement, the Transaction Documents, and the other documents to be delivered hereunder and thereunder, and (B) a certificate, dated the Closing Date and signed by European High Growth Opportunities Securitization Fund: (i) that each of the conditions set forth in Subsections 7.2(a) and 7.2(b) has been satisfied by it in respect of itself; and (ii) that attached thereto are true and complete copies of all resolutions adopted by it, where required, authorizing the execution, delivery, and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (i) The Purchaser shall have completed, or shall be completing contemporaneously with the Closing, a brokered financing in the aggregate amount of not less than $2,000,000, or such other amount as the Purchaser, the LIBB Vendor, European High Growth Opportunities Securitization Fund, and the LIBC Vendor Representative may from time to time agree in writing. (j) The Purchaser shall have received resignations and releases of the directors and officers of each of LIBB and LIBC as described in Section 6.7. (k) The LIBB Vendor shall have delivered to the Purchaser a Certificate of Good Standing or equivalent for LIBB issued by the State of Delaware or similar Governmental Authority of the jurisdiction under the Laws which govern LIBB. (l) LIBC shall have delivered to the Purchaser a Certificate of Good Standing or equivalent for LIBC issued by the Province of British Columbia or similar Governmental Authority of the jurisdiction under the Laws which govern LIBB. (m) The LIBB Vendor shall have delivered, or caused to be delivered, to the Purchaser share certificates representing the LIBB Shares, free and clear of Encumbrances, duly endorsed in blank or accompanied by forms of share transfers or other instruments of transfer duly executed in blank. (n) The LIBC Vendor Representative and European High Growth Opportunities Securitization Fund shall have delivered, or caused to be delivered, to the Purchaser share certificates representing the LIBC Shares, free and clear of Encumbrances, other than Permitted Encumbrances, duly endorsed in blank or accompanied by forms of share transfers or other instruments of transfer duly executed in blank. (o) The LIBB Vendor, the LIBC Vendor Representative, and/or European High Growth Opportunities Securitization Fund, as applicable, shall have delivered to the Purchaser such other documents or instruments as the Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (p) The LIBB Vendor shall have delivered, or caused to be delivered, to the Purchaser evidence of an election with the United States Internal Revenue Service on Form 8832 to be treated as an association taxable as a corporation for U.S. federal income tax purposes, it being understood that Purchaser shall reimburse the LIBB Vendor for all costs incurred in filing this election, to a maximum of US $500.00. (q) No amounts shall be owing by LIBB to the LIBB Vendor or any of its Affiliates, and LIBB shall have no debt other than Current Liabilities and long-term Liabilities not to exceed the amount disclosed in LIBB’s June 30, 2019 balance sheet. (r) Certain of the LIBB Share Consideration shall have been any eventassigned to third parties as agreed with LIBC, condition, development or change since pursuant to an irrevocable direction to be executed by the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse ChangeLIBB Vendor.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction or, if permitted by applicable Law, the waiver at the Purchaser’s sole and absolute discretion, of all the following further conditions: (a) Each of the Sellers and Optionholders and each of the Acquired Companies shall have duly performed and complied with, in all material respects, all of its obligations hereunder required to be performed or fulfillment at complied by it on or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing:Date. (a1) All representations and warranties Each of the Seller contained in this Agreement Fundamental Representations shall be true and correct in all material but de minimis respects at on and as of the date hereof and on and as of the Closing with the same effect Date, as though such representations and warranties were if made at and as of such date, except to the Closing (other than any representation or warranty that is extent such representations and warranties are expressly made as of a specified an earlier date, in which case the same shall be true, correct and complete only as of such date; and (2) each of the representations and warranties of Sellers or Optionholders contained in this Agreement (other than the Seller Fundamental Representations), disregarding all “materiality”, “Material Adverse Effect” and similar qualifications, shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date, as if made at and as of such specified date only). (bA) The Seller except to the extent such representations and warranties are expressly made as of an earlier date, in which case the Company same shall have performed be true, correct and complied in all material respects with all complete only as of such date, and (B) except where the covenants failure of such representations and agreements required by this Agreement warranties to be performed or complied with by it at or prior to the Closing.so true and correct, has not had, and would not have, a Material Adverse Effect; (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be in effect no Law or injunction issued by expected to have a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this AgreementMaterial Adverse Effect. (d) The Seller Each Key Employee shall have executed and delivered to the Purchaser all of the certificates. instruments an Employment Agreement and other documents required no Employment Agreement delivered to be delivered by the Seller at or Purchaser prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereofshall have been repudiated, rescinded, modified, or terminated by the applicable individual party thereto. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents The Purchaser shall have received evidence that all Consents set forth on Schedule 4.4 9.2(e) and Schedule 4.5 of this Agreement, shall any Consent with respect to a Material Contract which should have been listed in Schedule 4.3 as of the date hereof (but was not listed) have been given or obtained and copies of such consents shall have not been delivered to the Purchaserrevoked. (f) There The Registration Rights and Lock-Up Agreement entered into by the Purchaser and the Sellers and Optionholders shall not have been repudiated, rescinded, modified or terminated by any event, condition, development of the Sellers or change since any Optionholder. (g) The Purchaser shall have received all of the Latest Balance Sheet Date, which has had, items set forth in Section 2.6(b). (h) No holders of Equity Interests in any Transferred Entity shall have exercised rights of first refusal or would reasonably be expected other rights preventing the conveyance of Equity Interests owned by Sellers in such Transferred Entity to have, Purchaser and no Optionholder shall have exercised any Option. (i) Each Seller and Optionholder that is a Material Adverse Effect natural person shall have delivered to Purchaser a spousal consent in the form attached hereto as Exhibit D executed by his or has resulted or could reasonably be expected to result in a Material Adverse Changeher spouse.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Closing is subject to the satisfaction satisfaction, or fulfillment the waiver at the Purchaser’s sole and absolute discretion, of all the following further conditions: (a) The Company and the Shareholder shall have duly performed all of their respective covenants and obligations hereunder required to be performed by each of them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller Shareholder contained in Article IV of this Agreement and of the Company contained in Article V of this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or a Material Adverse Effect on the Company, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement except as provided in the disclosure schedules pursuant to Article IV and Article V, and (ii) be true and correct as of the Closing Date except as provided in the disclosure schedules pursuant to Article IV and Article V (or if the representations and warranties speak only as of a specific date prior to the Closing Date, such representations and warranties need only to be true and correct as of such earlier date), subject to modification of Schedule 5.15 pursuant to Section 9.1 hereto, in the case of (ii), other than as have not in the aggregate had and would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Company; it being understood and agreed that the Shareholder Fundamental Representations and the Company Fundamental Representations shall not be subject to any Material Adverse Effect qualifier, and for purposes of this clause (b) all Shareholder Fundamental Representations and Company Fundamental Representations shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only). (b) The Seller and the Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closingexcept for de minimis inaccuracies. (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(b) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and by the Ancillary Agreements and for the operation of the Business after the Closing, including those consents set forth on Schedule 4.4 and Schedule 4.5 of this Agreement, shall have been obtained and copies of such consents shall have been delivered to the Purchaser. (f) There shall not have been any no event, conditionchange or occurrence which individually or together with any other event, development change or change since the Latest Balance Sheet Dateoccurrence, which that has had, or would could reasonably be expected to have, a Material Adverse Effect on the Company, regardless of whether it involved a known risk. (d) The Purchaser shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company and by the Shareholder certifying as to the satisfaction of the conditions set forth in clauses (a) through (c) and (m) of this Section 10.2. (e) The Purchaser shall have received (i) a copy of the Organizational Documents of the Company as in effect as of the Closing Date, (ii) the copies of resolutions duly adopted by the board of directors of the Company and by the Shareholder authorizing this Agreement and the Transactions, and (iii) a recent certificate of good standing as of a date no later than thirty (30) days prior to the Closing Date regarding the Company from the Registrar. (f) The Purchaser shall have received copies of all Governmental Approvals, if any, in form and substance reasonably satisfactory to the Purchaser, and no such Governmental Approval shall have been revoked. (g) The Purchaser shall have received a copy of each of the Additional Agreements to which the Company is a party duly executed by the Company and such Additional Agreement shall be in full force and effect. (h) The Purchaser shall have received a copy of each of the Additional Agreements duly executed by all required parties thereto, other than Purchaser and the Company, including, without limitation, the Employment Agreements, and the Non-Compete Agreements. (i) The Purchaser shall have received copies of third party consents set forth on Schedule 10.2(i) in form and substance reasonably satisfactory to the Purchaser, and no such consents have been revoked. (j) The Purchaser shall have received evidence satisfactory to it that all assets, including intellectual property, used by the Company Group in the Business that are owned or has resulted licensed by Affiliates outside of the Company Group shall have been transferred to a member of the Company Group. (k) The Purchaser shall have received evidence satisfactory to it that all Transactions between any member of the Company Group and any of their respective Affiliates outside of the Company Group are on arms-length terms or could reasonably have been terminated. (l) Closing Company Cash shall be expected to result in a Material Adverse Changenot less than A$7,000,000.

Conditions to Obligations of the Purchaser. The obligations In addition to the terms and provisions of Section 2.3, the obligation of Purchaser to consummate the transactions contemplated by this Agreement are Closing is subject to the satisfaction satisfaction, or fulfillment the waiver at Purchaser's sole and absolute discretion, of all the following further conditions: (i) Each of the Nollec Parties shall have duly performed in all material respects all of their respective obligations hereunder required to be performed by them at or prior to the Closing of Date, (ii) the following conditions, any of which may be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller Nollec Parties contained or referred to in this Agreement Agreement, the Additional Agreements and in any certificate or other writing delivered by the Nollec Parties pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects at and as of the Closing with the same effect Date, as though such representations and warranties were if made at and as of such date with only such exceptions as could not in the Closing aggregate reasonably be expected to have a Material Adverse Effect, (iii) there shall have been no event, change or occurrence which individually or together with any other than any representation event, change or warranty that is expressly made as occurrence, could reasonably be expected to have a Material Adverse Change or a Material Adverse Effect, regardless of whether it involved a specified dateknown risk. The Purchaser shall have received (i) copies of resolutions duly adopted by (a) the Board of Director(s), which shall be true Members of the Sellers, the Company and correct in all material respects as each of such specified date only). (b) The Seller Subsidiaries, authorizing this Agreement and the Company shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing. Additional Agreements (c) There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Seller shall have delivered to the Purchaser all of the certificates. instruments and other documents required to be delivered by the Seller at or prior to the Closing pursuant to Section 2.3(bif necessary) and Sections 6.15 through 6.21 hereof. (e) All consents from Governmental Authorities and other parties necessary to the consummation of the transactions contemplated hereby and thereby, (ii) the updated Register of Members and/or the Register of Directors of the Company and the HK Company reflecting the change of members and directors for the purpose of this Transaction, which shall be certified by their registered agents, (iii) a share certificate of Company reflecting owning all the Shares by the Ancillary Agreements Purchaser; (iv) a PRC legal opinions on the Operation Company, the form and for the operation content of which has been attached hereto as Exhibit F (v) a certificate of the Business after chairman or person in the Closingsimilar position of the Sellers, including those consents set forth on Schedule 4.4 the Company and Schedule 4.5 each of Subsidiaries certifying each of the foregoing, completion of covenants and correctness of representations and warranties and as to signatures of the officer(s) authorized to execute this Agreement, Agreement and any certificate or document to be delivered pursuant hereto. The Purchaser shall have been obtained received updated Disclosure Schedules to this Agreement as of a date within three days prior to the Closing Date. The original stock ledgers and copies minute books of such consents the Company shall have been be delivered to the Purchaser. The Additional Agreements shall be in full force and effect or become effective on the Closing Date. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.

Conditions to Obligations of the Purchaser. The obligations obligation of the Purchaser to consummate purchase and pay for the transactions contemplated by this Agreement are Bonds and the obligation of the City to sell the Bonds to the Purchaser shall be subject to the satisfaction following conditions precedent: (a) The City shall have performed all of its obligations hereunder and the statements made on behalf of the City hereunder shall be true and correct on the date hereof and on the Closing Date, as if made on the Closing Date, and the City shall deliver a certificate to such effect. (b) Except as may have been agreed to by the Purchaser, as of the Closing Date, each of the Bond Documents and all other official actions of the City relating thereto shall be in full force and effect and shall not have been amended, modified or fulfillment at supplemented. (c) The City shall have received the approving opinion of ▇▇▇▇▇▇ Snow LLP, Bond Counsel, in form and substance acceptable to the Purchaser. (d) The Purchaser shall have received the opinion of counsel to the City, ▇▇▇ ▇▇▇▇▇, Esquire, Tupelo, Mississippi, dated the Closing Date and addressed to the Purchaser, in form and substance acceptable to the Purchaser. (e) Between the date of this Agreement and the Closing Date, no material adverse change shall have occurred, nor shall any development have occurred involving a prospective material and adverse change in, or affecting the affairs, business, financial condition, results of operations, prospects or properties of the City. (f) On or prior to the Closing of the following conditionsDate, any of which may all actions required to be waived in whole or in part by the Purchaser in writing: (a) All representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects at and taken as of the Closing Date in connection with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of such specified date only). (b) The Seller Bonds and the Company Bond Documents by the City shall have been taken, and the City shall have performed and complied in all material respects with all the agreements, covenants and agreements conditions required by this Agreement to be performed or complied with by it at this Agreement, the Bonds and the Bond Documents, and the City shall deliver a certificate to such effect insofar as the foregoing actions, agreements, covenants and conditions apply, and each of such agreements shall be in full force and effect and shall not have been amended, modified or prior supplemented, except as has been agreed to in writing by the ClosingPurchaser. (cg) There None of the events referred to in Paragraph 7, infra, of this Agreement shall have occurred. (h) The terms and conditions set forth in ATTACHMENT A hereto shall have been complied with. (i) The Purchaser shall have received a certificate, dated the Closing Date and signed on behalf of the City, to the effect that: (1) the City has not received notice of any pending, nor to the City's knowledge is there any threatened, action, suit, proceeding, inquiry or investigation against the City, at law or in equity, by or before any court, public board or body, nor to the City's knowledge is there any basis therefor, affecting the existence of the City or the titles of its officers to their respective offices, or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of the Tax Increment pledged or to be pledged to pay the principal of, premium, if any, and interest on the Bonds, or in effect no Law any way materially adversely affecting or injunction issued by a court questioning (A) the existence and powers of competent jurisdiction making illegal the City, (B) the use of the proceeds of the Bonds, (C) the validity or otherwise prohibiting enforceability of the Bonds, the Bond Resolution or restraining any proceedings of the consummation City taken with respect to the Bonds, (D) the execution and delivery of this Agreement or the Bonds or (E) the power of the City to carry out the transactions contemplated by this Agreement.Agreement or the Bonds; (d2) The Seller shall have delivered to the Purchaser City has complied with all the covenants and satisfied all of the certificates. instruments and other documents required conditions on its part to be delivered by the Seller performed or satisfied at or prior to the Closing pursuant to Section 2.3(b) Date, and Sections 6.15 through 6.21 hereofthe representations and warranties of the City contained herein are true and correct as of the Closing Date. (ej) All consents from Governmental Authorities Evidence, satisfactory in form and substance to the Purchaser and Bond Counsel, of a satisfactory and favorable conclusion to a bond validation proceeding under the laws of the State with respect to the Bonds shall have been received. (k) The Purchase shall receive copies of such supplemental resolutions adopted by the City to meet the conditions of this Agreement. (l) Such additional opinions and other parties necessary documents as the Purchaser or Bond Counsel may reasonably request to evidence performance of or compliance with the consummation provisions of this Agreement and the transactions contemplated hereby hereby, all such Bonds and other documents to be satisfactory in form and substance to the Purchaser, shall have been received. (m) If any conditions to the obligations of the Purchaser or the City contained in this Agreement are not satisfied and the satisfaction of such conditions shall not be waived by the Ancillary Agreements Purchaser and for the operation City, then, at the option of the Business after Purchaser and the ClosingCity, including those consents set forth on Schedule 4.4 and Schedule 4.5 the Closing Date, (1) shall be postponed for such period as may be necessary for such conditions to be satisfied, or (2) without limiting the generality of Paragraph 12 of this Agreement, the obligations of the Purchaser and the City under this Agreement shall terminate, and neither the Purchaser nor the City shall have been obtained any further obligations or liabilities hereunder. All of the legal opinions, Bonds, proceedings, instruments and copies of such consents other documents mentioned above or elsewhere in this Agreement shall have been delivered be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the PurchaserPurchaser and the City. (f) There shall not have been any event, condition, development or change since the Latest Balance Sheet Date, which has had, or would reasonably be expected to have, a Material Adverse Effect or has resulted or could reasonably be expected to result in a Material Adverse Change.