Common use of Conditions to Purchaser’s Obligation Clause in Contracts

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing: (i) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (ii) the representations and warranties in Section 3.2 (Due Authorization) shall be true and correct in all material respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date. (b) Seller shall have performed in all material respects all of the covenants and agreements required to be performed by Seller under this Agreement at or prior to the Closing. (c) Since the date of this Agreement, there will not have occurred or arisen any change, effect, fact, condition, circumstance, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in the aggregate, have resulted, or would reasonably be expected to result, in a Seller Material Adverse Effect. (d) No action or proceeding by or before any Governmental Authority shall be pending wherein an unfavorable judgment, decree or order would prevent the consummation of the transactions contemplated hereby or cause such transactions to be rescinded, and no judgment, decree, order or Applicable Law that would prohibit the consummation of the Closing shall be in effect. (e) Seller shall have delivered to Purchaser the deliverables set forth in Section 2.2(a)-(h).

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions as of on or prior to the ClosingClosing Date: (ia) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the The representations and warranties of Seller (i) set forth in this Agreement Section 3.3 shall be true and correct in all respects as of the date of this Agreement Closing Date as if made on and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made or, if given as of a specified date prior to the date of this Agreementspecific date, which shall have been true at and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (ii) the representations and warranties set forth in Section 3.2 (Due Authorization) 3.21 shall be true and correct in all material respects as of the date of this Agreement Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of the Closing Date as though made on and as of the Closing Date Date, and (except for any representations and warranties that B) are expressly stated to have been made as of a specified specific date prior to the date of this Agreement, which shall have been be true and correct as of such specified date); and , except in this clause (iii) where the failure of such representations and or warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in all respects as such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate of the date of this Agreement and as of and as though made on its president or chief executive officer, dated the Closing Date, to the foregoing effect. (b) Seller shall have performed and complied in all material respects with all of the covenants and agreements required to be performed or complied with by Seller under this Agreement at it on or prior to the ClosingClosing Date. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect. (c) Seller shall have executed and delivered, or caused the Company to execute and deliver, to Purchaser all of the other Transaction Documents to which Seller or the Company is a party. (d) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business). (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit H (the “FIRPTA Certificate”). (f) Since the date of this Agreement, there will a Material Adverse Effect shall not have occurred or arisen any change, effect, fact, condition, circumstance, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in the aggregate, have resulted, or would be reasonably be expected to result, in a Seller Material Adverse Effectoccur. (dg) No action or proceeding by or before any Governmental Authority Purchaser shall be pending wherein an unfavorable judgment, decree or order would prevent the consummation have received copies of the transactions contemplated hereby or cause such transactions to be rescinded, all consents and no judgment, decree, order or Applicable Law that would prohibit the consummation of the Closing shall be in effectwaivers set forth on Schedule 7.3(g). (eh) Seller shall have delivered to an officer’s certificate, executed by the president or the chief executive officer and chief financial officer of Seller, certifying that as of the Closing the Company and its Subsidiaries do not have any Indebtedness. (i) Purchaser shall have received the deliverables set forth in Section 2.2(a)-(h)resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The Except as otherwise expressly provided in this Agreement, the obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of on or before the ClosingClosing Date: (ia) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller set forth in this Agreement shall Article 5 hereof will be true and correct in all respects at and as of the Closing as though then made and as though the Closing Date were substituted for the date of this Agreement and as or, in the case of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to earlier than the date of this AgreementClosing Date, which shall have been true on and correct as of such specified earlier date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless except where the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is correct could not reasonably likely be expected to have a Seller Material Adverse Effect; (ii) the representations and warranties in Section 3.2 (Due Authorization) shall be true and correct in all material respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date.; (b) Seller shall will have performed in all material respects all of the covenants and agreements required to be performed by Seller them under this Agreement at or prior to the Closing.; (c) Since all consents and approvals by governmental agencies and other third Parties that are set forth on the date attached "Required Consents Schedule" -------------------------- and releases of this Agreement, there all Liens on the Acquired Assets will not have occurred or arisen any change, effect, fact, condition, circumstance, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in the aggregate, have resulted, or would been obtained on terms and conditions reasonably be expected satisfactory to result, in a Seller Material Adverse Effect.Purchaser; (d) No all necessary filings with regulatory authorities will have been made and all waiting periods will have expired; (e) all Government Licenses that are required to own and operate the Acquired Assets and to carry on the Business as now conducted will have been transferred to or obtained by (or, if not required at Closing, applied for by) Purchaser on terms and conditions no less favorable to Purchaser than they are to Seller; (f) Seller shall have delivered to Purchaser, copies of all assignments and other instruments of transfer and conveyance as Purchaser may reasonably request, in form and substance reasonably acceptable to Purchaser, which are effective to vest in Purchaser all right, title and interest in and to all Proprietary Rights (including any Proprietary Rights licensed from a third Party); (g) no action or proceeding by or before any Governmental Authority shall court or government body will be pending wherein an unfavorable or threatened which, in the reasonable judgment of Purchaser, makes it inadvisable or undesirable to consummate the transactions contemplated by this Agreement by reason of the probability that the action or proceeding will result in a judgment, decree or order that would prevent the consummation carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded; (h) Seller shall have delivered to Purchaser copies of the resolutions duly adopted by Seller's board of directors and Stockholders authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and no judgment, decree, order or Applicable Law that would prohibit the consummation of the Closing shall be in effect.all transactions contemplated hereby and thereby; (ei) Seller shall have delivered to Purchaser copies of all necessary governmental and third Party consents, approvals, releases and filings required in order to effect the transactions contemplated by this Agreement and the other agreements contemplated hereby; (j) Seller shall have delivered to Purchaser the deliverables Assignment and Assumption Agreement, substantially in the form attached as Exhibit A, and such other instruments of transfer, assignment, conveyance and delivery, in form and substance reasonably satisfactory to counsel for Purchaser, as are required in order to transfer to Purchaser the Seller's title to the Acquired Assets on an "as is" basis subject to any Liens or other encumbrances on the Acquired Assets (k) such other documents or instruments as Purchaser reasonably requests to effect the transactions contemplated hereby; (l) All proceedings to be taken by Seller in connection with the consummation of the Closing and the other transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Purchaser will be reasonably satisfactory in form and substance to Purchaser and its counsel. Any condition specified in this Section 3.2 may be waived by Purchaser; provided that no such waiver will be effective unless it is set forth in Section 2.2(a)-(h)a writing executed by Purchaser.

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of on or before the ClosingClosing Date: (i) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (ii1) the representations and warranties set forth in Section 3.2 (Due Authorization) Article 3 hereof shall be true and correct in all material respects at and as of the Closing as though then made and as though the Closing Date was substituted for the date of this Agreement and as of and as though made on the Closing Date (Agreement, except for any representations and warranties that are expressly stated to have been made as of a specified certain date prior to the date of and for any changes contemplated or permitted by this Agreement, which shall have been true and correct as of such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date.; (b2) Seller and Parent shall have performed in all material respects all of the covenants and agreements required to be performed by Seller them under this Agreement at or prior to the Closing.; (c3) Since there shall have been no adverse change in the operations, financial condition, operating results or assets of the Business since the date of this Agreement, there will the Latest Balance Sheet other than any effect resulting from general national economic conditions or any occurrence or condition affecting the entire industry in which the Business is conducted that does not have occurred or arisen any change, effect, fact, condition, circumstance, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in a material adverse effect on the aggregate, have resulted, or would reasonably be expected to result, in a Seller Material Adverse Effect.Business; (d4) No all consents by third parties that are identified as "Material Consents" on Schedule 3.16 shall have been obtained on terms and conditions satisfactory to Purchaser in its sole discretion; (5) no action or proceeding by or before any Governmental Authority court or government body shall be pending wherein an unfavorable or threatened which, in the reasonable judgment of Purchaser, made in good faith and upon the advice of counsel, makes it inadvisable to consummate the transactions contemplated hereby by reason of the probability that the action or proceeding shall result in a judgment, decree or order which would prevent the consummation carrying out of this Agreement or any of the transactions contemplated hereby or hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescindedrescinded or affect the value or use of the Purchased Assets or Business; (6) Purchaser shall have received from Seller's and Parent's counsel, ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, an opinion with respect to the matters set forth in Exhibit C attached hereto (the "Seller's Opinion"), addressed to Purchaser and dated the Closing Date, in form and substance satisfactory to Purchaser; (7) not less than five (5) business days prior to the Closing Date, Seller shall have provided Purchaser, at Seller's expense, with UCC search reports ("UCC Searches") of Seller disclosing no liens or encumbrances against the Purchased Assets other than (i) statutory liens not yet delinquent, (ii) such imperfections or irregularities of title or liens that do not (A) materially detract from or interfere with the proposed use by Purchaser of the Purchased Assets subject thereto or affected thereby, (B) otherwise impair the present business operations at such properties, (C) detract from the value of such properties and assets, (iii) the rights of customers of Seller with respect to inventory under orders or contracts entered into by Seller in the ordinary course of business, (iv) mechanics', carriers', workers', repairmen's, warehousemen's, or other similar liens arising in the ordinary course of business in respect of obligations not overdue or which are being contested in good faith, and no judgment(v) deposits or pledges that are statutory obligations to secure workmen's compensation, decreeunemployment insurance, order old age benefits or Applicable Law that would prohibit other social security obligations; (8) all proceedings to be taken by Seller and Parent in connection with the consummation of the Closing and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents specified for delivery hereunder or reasonably requested by Purchaser shall be reasonably satisfactory in effect.form and substance to Purchaser and its counsel; (e9) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall have entered into an employment agreement with Purchaser in substantially the form attached hereto as Exhibit D (the "Employment Agreement); (10) Seller and Purchaser shall have delivered entered into a Transitional Services and Supply Agreement in the form attached hereto as Exhibit E (the "Transition Agreement"); and (11) Purchaser shall have reviewed and approved any and all supplements or amendments to Purchaser the deliverables schedules made by Seller or Parent pursuant to Section 5.1(h). Any conditions specified in this Section 6.1 may be waived by Purchaser; provided that no such waiver shall be effective unless it is set forth in a writing executed by Purchaser, except as otherwise provided in Section 2.2(a)-(h)10.3.

Conditions to Purchaser’s Obligation. The obligation of Purchaser Purchasers to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of on or before the ClosingClosing Date: (i) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (iia) the representations and warranties set forth in Section 3.2 (Due Authorization) Article 2 hereof shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date as of though then made and as though made on the Closing Date (except was substituted for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date.; (b) Seller MacDonald and CRG shall have performed in all material respects all of the covenants and agreements required to be performed by Seller them under this Agreement at or prior to the Closing.Closing Date; (c) Since the date of this Agreement, there will not no event shall have occurred or arisen any change, effect, fact, condition, circumstance, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in the aggregate, have resultedwhich has caused, or would is reasonably be expected likely to resultcause, in a Seller Material Adverse Effect.Effect in respect of CRG or MacDonald; (d) No action or proceeding Except as set forth on Schedule 5.1(d) ("Excluded Consents Schedule"), all consents by or before any Governmental Authority shall be pending wherein an unfavorable judgmentthird parties that are required for the transfer of the CRG Assets, decree or order would prevent the Business and CRG Shares to MergerSub as contemplated hereby, which are required for the consummation of the transactions contemplated hereby or that are required to prevent a breach of or a default under or a termination or modification of any instrument, contract, license, lease or other agreement to which CRG is a party or to which any of the CRG Shares or the CRG Assets are subject, and releases of all liens, charges, security interests, encumbrances and claims of others on or with respect to the CRG Shares and the CRG Assets shall have been obtained on terms and conditions satisfactory to Purchasers in their sole discretion; CRG shall have delivered to Purchasers written confirmations, in form and substance reasonably acceptable to Purchasers, from the applicable insurance carriers confirming at least ninety-five (95%) of CRG's renewal commission projections contained in CRG's Confidential Offering Memorandum dated June 2000, and confirming that such renewal commissions are assignable to a third party. CRG and ▇▇▇▇▇ ▇▇▇▇▇ shall have entered into an Amended and Restated Employment Agreement in the form attached hereto as Exhibit K; (e) no action or proceeding before any court or government body shall be pending or threatened which, in the judgment of Purchasers, made in good faith and upon the advice of counsel, makes it inadvisable or undesirable to consummate the transactions contemplated hereby by reason of the probability that the action or proceeding shall result in a judgment, decree or order which would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescindedrescinded or materially adversely affect the value or use of the CRG Assets, Business or the CRG Shares; (f) Purchasers shall have received from CRG's and no judgmentthe Shareholders' counsel, decree▇▇▇▇▇▇, order ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, an opinion addressed to Holdings and MergerSub and dated the Closing Date, substantially in the form of Exhibit G hereto (the "MTO Opinion"); (g) Purchasers may obtain UCC search reports ("UCC Searches") of CRG, the Subsidiaries and MacDonald. If the UCC Searches disclose any title encumbrances, defects, liens, encumbrances or Applicable Law that would prohibit matters other than Permitted Encumbrances, CRG or the Shareholders, as applicable, shall have caused the same to be removed; (h) all proceedings to be taken by CRG or the Shareholders in connection with the consummation of the Closing Merger and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Purchasers shall be reasonably satisfactory in form and substance to Purchasers and their counsel; (i) CBI and MacDonald shall have entered into an employment and non-competition agreement substantially in the form attached hereto as Exhibit H-1 (the "MacDonald Employment Agreement"); MacDonald shall have executed and delivered to Holdings a promissory note in favor of Holdings (or its assignee) substantially in the form attached hereto as Exhibit H-2 (the "MacDonald Note") and Holdings shall have made a loan to MacDonald in the amount and on the terms referred to in such promissory note ($250,000 of which will be immediately deposited into the Escrow Account); (j) all required filings have been made with, and all consents and approvals shall have been obtained from, all applicable regulatory and other governmental authorities and, except as set forth on Schedule 5.2(j) ("Approvals Schedule"), third parties, including, but not limited to, a ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ filing, if necessary; (k) all action required to be taken by or on the part of CRG to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and Shareholders, and Purchasers shall received certified copies of the resolutions evidencing such authorization; (l) Purchasers shall have received a duly executed Cancellation Agreement from the Option Holders and Phantom Stock Holders holding at least 80% of the Options and shares of Phantom Stock; (m) Purchasers shall have received a payoff letter from each obligee of Borrowed Money, which shall provide for, among other things, upon payment of the amounts set forth therein (which shall not exceed $13,000,000 in the aggregate for all Borrowed Money), the termination of all agreements and liens relating to such obligations, and shall otherwise be in form and substance reasonably acceptable to Purchasers; (n) holders of not less than 90% of the CRG Shares, (not less than 905,295 CRG Shares), shall have voted in favor of the Merger, this Agreement and the transactions contemplated hereby, and the same shall be in full force and effect.; (eo) Seller holders of CRG Shares holding not more than 10% (not more than 100,558 CRG Shares) of the CRG Shares outstanding shall have exercised or have the right or ability to exercise dissenters or appraisal rights under California law; (p) CRG shall have executed and delivered a written certificate certifying (i) the number of CRG Shares held by Shareholders approving this Agreement and the Merger and the number of Dissenting Shares, as of the Closing Date and (ii) the number of Options and shares of Phantom Stock which have not been terminated pursuant to a duly executed and delivered Cancellation Agreement, the holders thereof and the terms of such Options and Phantom Stock, as applicable; CRG shall have executed and delivered to Purchaser Purchasers the deliverables Letter of Direction; (q) Purchasers' existing lenders shall have consented to the consummation of the transactions contemplated in this Agreement and Purchasers shall have exercised their best efforts to obtain such consent; and (r) the Bonus Plan shall incorporate the terms set forth in the summary of the Bonus Plan attached hereto as Exhibit J and be in form and substance reasonably agreeable to the parties hereto. Any conditions specified in this Section 2.2(a)-(h)5.1 may be waived by Purchasers; provided that no such waiver shall be effective unless it is set forth in a writing executed by Purchasers, except as otherwise provided in Section 9.3.

Conditions to Purchaser’s Obligation. The obligation of Purchaser Purchasers to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of on or before the ClosingClosing Date: (i) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (iia) the representations and warranties set forth in Section 3.2 (Due Authorization) Article 3 hereof shall be true and correct in all material respects at and as of the date of this Agreement and Closing as of though then made and as though made on the Closing Date (except was substituted for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date.; (b) Seller shall have performed in all material respects all of the covenants and agreements required to be performed by Seller it under this Agreement at or prior to the Closing.; (c) Since there shall have been no material adverse change in the date of this Agreementoperations, there will not have occurred or arisen any change, effect, fact, financial condition, circumstanceoperating results, occurrenceassets or business prospects of the Business, state of facts and there shall have been no material casualty loss or developmentdamage to the Purchased Assets, nor will there exist any changetaken as a whole, effect, fact, condition, circumstance, occurrence, state of facts whether or development, which, individually or in the aggregate, have resulted, or would reasonably be expected to result, in a Seller Material Adverse Effect.not covered by insurance; (d) No action or proceeding all consents by or before any Governmental Authority shall be pending wherein an unfavorable judgmentthird parties that are required for the transfer of the Purchased Assets and the Business to Purchasers as contemplated hereby, decree or order would prevent that are required for the consummation of the transactions contemplated hereby or that are required to prevent a breach of, or a default under or a termination or modification of any instrument, contract, license, lease or other agreement to which Seller is a party or to which any of the Purchased Assets are subject, and releases of all liens, charges, security interests, encumbrances and claims of others on or with respect to the Purchased Assets shall have been obtained on terms and conditions satisfactory to Purchasers in their reasonable discretion; (e) no action or proceeding before any court or government body shall be pending or threatened which, in the judgment of Purchasers, made in good faith and upon the advice of counsel, makes it inadvisable or undesirable to consummate the transactions contemplated hereby by reason of the probability that the action or proceeding shall result in a judgment, decree or order which would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescindedrescinded or affect the value or use of the Purchased Assets or Business; (f) Purchasers shall have received from Seller's counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Green P.C. an opinion in substantially the form set forth in Exhibit C attached hereto, addressed to Purchasers and dated the Closing Date; (g) Purchasers may obtain at Purchasers' expense, UCC search reports ("UCC Searches") of Seller disclosing no judgmentliens or encumbrances against the Purchased Assets, decreeother than the Permitted Encumbrances. If the UCC Searches disclose any title encumbrances, order defects, liens, encumbrances or Applicable Law that would prohibit matters other than Permitted Encumbrances, Seller shall have caused the same to be removed; (h) proceedings to be taken by Seller in connection with the consummation of the Closing and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Purchasers shall be reasonably satisfactory in effect.form and substance to Purchasers and their counsel; (ei) CBI and the landlord of the property located at ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the "Landlord") shall have entered into that certain Assignment of Lease regarding the lease of such property (the "Lease Assignment"), the form of which is attached hereto as Exhibit D; (j) Seller and Shareholders shall each have delivered to Purchaser executed an Investment Letter in the deliverables form set forth in Exhibit E hereto (the "Investment Letters"); (k) CBI and Rich shall have entered into that certain Employment Agreement in the form set forth in Exhibit F hereto (the "Rich Employment Agreement"); (l) CBI and Florin shall have entered into that certain Employment Agreement in the form set forth in Exhibit G hereto (the "Florin Employment Agreement"); and (m) CBI's existing lenders shall have consented to the transaction. Any conditions specified in this Section 2.2(a)-(h)6.1 may be waived by Purchasers; provided that no such waiver shall be effective unless it is set forth in a writing executed by Purchasers, except as otherwise provided in Section 10.3.

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of on or before the ClosingClosing Date: (i) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (iia) the representations and warranties set forth in Section 3.2 (Due Authorization) Article 3 and Article 4 hereof shall be true and correct in all material respects at and as of the date of this Agreement and Closing as of though then made and as though made on the Closing Date (except was substituted for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date.; (b) Seller and Shareholder shall have performed in all material respects all of the covenants and agreements required to be performed by Seller it under this Agreement at or prior to the Closing.; (c) Since there shall have been no material adverse change in the date of this Agreementoperations, there will not have occurred or arisen any change, effect, fact, financial condition, circumstanceoperating results, occurrenceassets or business prospects of the Business, state and there shall have been no material casualty loss or damage to the Purchased Assets or the assets of facts WFC (the "WFC Assets"), taken as a whole, whether or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in the aggregate, have resulted, or would reasonably be expected to result, in a Seller Material Adverse Effect.not covered by insurance; (d) No action or proceeding all consents by or before any Governmental Authority shall be pending wherein an unfavorable judgmentthird parties that are required for the transfer of the Purchased Assets, decree or order would prevent the Business and the Shares to Purchaser as contemplated hereby, which are required for the consummation of the transactions contemplated hereby or that are required to prevent a breach of or a default under or a termination or modification of any instrument, contract, license, lease or other agreement to which Seller or WFC is a party or to which any of the Purchased Assets, the Shares or the WFC Assets are subject, and releases of all liens, charges, security interests, encumbrances and claims of others on or with respect to the Purchased Assets, the Shares or the WFC Assets shall have been obtained on terms and conditions satisfactory to Purchaser in its sole discretion; (e) no action or proceeding before any court or government body shall be pending or threatened which, in the judgment of Purchaser, made in good faith and upon the advice of counsel, makes it inadvisable or undesirable to consummate the transactions contemplated hereby by reason of the probability that the action or proceeding shall result in a judgment, decree or order which would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescindedrescinded or materially and adversely affect the value or use of the Purchased Assets, Business or the Shares; (f) Purchaser shall have received from Seller's counsel, Free▇▇▇▇ ▇▇▇ Pete▇▇, ▇▇ opinion addressed to Purchaser and dated the Closing Date, in form and substance reasonably satisfactory to Purchaser; (g) Purchaser shall have obtained UCC search reports ("UCC Searches") of Seller and WFC disclosing no judgmentliens or encumbrances against the Purchased Assets or the WFC Assets, decreeother than the Permitted Encumbrances. If the UCC Searches disclose any title encumbrances, order defects, liens, encumbrances or Applicable Law that would prohibit matters other than Permitted Encumbrances, Seller or WFC shall have caused the same to be removed; (h) all proceedings to be taken by Seller or WFC in connection with the consummation of the Closing and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Purchaser shall be reasonably satisfactory in effect.form and substance to Purchaser and its counsel; (ei) Seller Purchaser's Board of Directors shall have delivered approved the transaction contemplated hereby; and (j) Purchaser and Shareholder shall have entered into an Employment Agreement mutually acceptable to Purchaser and Shareholder (the deliverables "Wamb▇▇▇ ▇▇▇loyment Agreement"). Any conditions specified in this Section 6.1 may be waived by Purchaser; provided that no such waiver shall be effective unless it is set forth in a writing executed by Purchaser, except as otherwise provided in Section 2.2(a)-(h)10.3.

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction of the following conditions as of the Closingconditions: (i) Except for the representations and warranties set forth in Section 3.2 (Due Authorization2(a) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (ii) the representations and warranties in Section 3.2 (Due Authorization) 3 above shall be true and correct in all material respects at and as of the date of this Agreement and as of and as though made on Closing Date, except to the Closing Date (except for any extent that such representations and warranties that are expressly stated to have been made qualified by terms such as of a specified date prior to the date of this Agreement, “material” or “Material Adverse Effect,” in which shall have been true and correct as of case such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct in all respects at and as of the date of this Agreement and as of and as though made on the Closing Date.; (bii) Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” or “Material Adverse Effect,” in which case Sellers shall have performed and complied with all of such covenants in all respects through the covenants Closing; (iii) Company shall have procured third party consents under the Consent Contracts representing not less than the Minimum Required Percentage of the Aggregate Consent Contract Deemed Revenue; (iv) no action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of Purchaser to own Shares and agreements to control Company, IAA, and IAJ or (D) affect adversely the right of any of Company, IAA, and IAJ to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling or charge shall be in effect); (v) Sellers’ Representative on behalf of the Sellers shall have delivered to Purchaser a certificate substantially in the form set forth on Exhibit B attached hereto, to the effect that each of the conditions specified above in Section 6(a)(i)-(iv) is satisfied in all respects; (vi) other than with respect to the Consent Contracts, Purchaser shall have received all authorizations, consents and approvals of Governmental Authorities described in Section 2(a) or 3(c) of the Disclosure Schedule, including early termination or expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act; (vii) Sellers and the Indemnity Escrow Agent shall have executed and delivered the Indemnity Escrow Agreement and Sellers and the Holdback Escrow Agent shall have executed and delivered the Holdback Escrow Agreement; (viii) Each Company Optionee shall have executed and delivered to the Company his or her Stock Option Cancellation Agreement; (ix) Each Seller shall have executed and delivered to Purchaser a release in the form of Exhibit G; (x) Purchaser shall have received all releases necessary to terminate and discharge any and all Liens (other than Permitted Liens) on the assets of the Company, IAA and IAJ; (xi) Company shall have terminated its line of credit with ▇.▇. ▇▇▇▇▇▇ Chase; (xii) Purchaser shall have received certificates from each Seller, duly completed and executed by such Seller pursuant to Treasury Regulation Section 1.1445-2(b)(2), certifying that such Seller is not a “foreign person” within the meaning of Section 1445 of the Code; and (xiii) All actions to be taken by Sellers in connection with consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby will be performed by Seller under reasonably satisfactory in form and substance to Purchaser. Purchaser may waive any condition specified in this Agreement Section 6(a) if it executes a writing so stating at or prior to the Closing. (c) Since the date of this Agreement, there will not have occurred or arisen any change, effect, fact, condition, circumstance, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in the aggregate, have resulted, or would reasonably be expected to result, in a Seller Material Adverse Effect. (d) No action or proceeding by or before any Governmental Authority shall be pending wherein an unfavorable judgment, decree or order would prevent the consummation of the transactions contemplated hereby or cause such transactions to be rescinded, and no judgment, decree, order or Applicable Law that would prohibit the consummation of the Closing shall be in effect. (e) Seller shall have delivered to Purchaser the deliverables set forth in Section 2.2(a)-(h).

Conditions to Purchaser’s Obligation. The obligation of Purchaser and US Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or, if permitted by applicable Law, waiver by Purchaser in writing) of the following conditions as of the Closing: (a) (i) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of The Seller set forth in this Agreement Fundamental Representations qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects at and as of the date of this Agreement Closing Date as though made at and as of and as though made on the Closing Date (except for any representations and warranties that are to the extent expressly stated to have been made as of a specified date prior to the date of this Agreementan earlier date, in which shall have been true and correct case only as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect (ii) all other Seller Fundamental Representations shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all material respects unless at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), (iii) the representations and warranties of Seller contained in Section 3.04 (Capitalization) (other than the representation and warranty contained in the second sentence thereof to the extent such representation and warranty speaks to any immaterial Subsidiary of the Company, in which case, such sentence must only be true and correct in all material respects at and as of the Closing Date as though made at and as of the Closing Date) and Section 3.05 (Ownership of the Shares) shall be true and correct in all but de minimis respects at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), and (iv) all other representations and warranties of Seller contained in Article III of this Agreement shall be true and correct (without giving effect to any qualification as to “materiality” or “Material Adverse Effect” set forth therein, other than with respect to Section 3.07 (except Section 3.07(a)(i)) and other than to the extent that such “materiality” or “Material Adverse Effect” qualifier defines the scope of items or matters disclosed in the Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (iv), where the failure or failures of such representations and warranties to be so true and correct, individually or correct (giving effect to the applicable exceptions set forth in the aggregate, has had Schedules but without giving effect to any qualification as to “materiality” or is reasonably likely to have a Seller “Material Adverse Effect; ” set forth therein (ii) the representations and warranties in other than with respect to Section 3.2 (Due Authorization) shall be true and correct in all material respects as of the date of this Agreement and as of and as though made on the Closing Date 3.07 (except for any representations Section 3.07(a)(i)) and warranties that are expressly stated to have been made as of a specified date prior other than to the date extent that such “materiality” or “Material Adverse Effect” qualifier defines the scope of this Agreementitems or matters disclosed in the Schedules)) has not had, which shall have been true and correct as of such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall would not reasonably be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date.expected to have, a Material Adverse Effect; (b) Seller and US Seller shall have performed and complied with in all material respects all of the covenants and agreements required to be performed by Seller them under this Agreement at or prior to the Closing.; (c) Since No Order of any Governmental Entity located in Luxembourg, the date Netherlands, the United Kingdom or the United States shall have been entered that would prevent or otherwise materially limit or restrain the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (d) Seller shall have delivered to Purchaser each of the following: (i) a certificate of an authorized officer of Seller in his or her capacity as such, dated as of the Closing Date, stating (A) that the conditions specified in Section 7.01(a) and 7.01(b) have been satisfied; and (B) that attached thereto are (1) to the extent required by the certificates of incorporation or bylaws (or equivalent organizational documents) or Law, true and complete copies of resolutions of the boards of directors (or equivalent governing bodies) of Seller, US Seller, LogicNow S.A. and LogicNow TopCo S.à ▇.▇., approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and certifying that such resolutions were duly adopted, have not been amended or rescinded and are in full force and effect, and (2) to the extent required by the certificates of incorporation or bylaws (or equivalent organizational documents) or Law, resolutions of the requisite majority of the equityholder(s) of Seller, US Seller, LogicNow S.A. and LogicNow TopCo S.à ▇.▇., approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and certifying that such resolutions were duly adopted, have not been amended or rescinded and are in full force and effect; (ii) duly executed letters of resignation, effective as of the Closing, of each director and officer of any Group Company, except for those listed on Schedule 7.01(d)(ii); (iii) a counterpart to the Escrow Agreement duly executed by Seller and the Escrow Agent; (iv) immediately prior to the Closing, customary payoff letters in respect of any Indebtedness for borrowed money and Lien releases in respect of any collateral pledged to support the obligations of the Group Companies under any such Indebtedness; (v) a copy of IRS Form 8832 filed by the Seller and Company prior to the Closing (including proof of mailing), with an effective date which is prior to the Closing Date, electing to change the Company’s tax classification for U.S. federal income tax purposes from a corporation to a disregarded entity pursuant to Treasury Regulation Section 301.7701-3(c)(1)(i); and (vi) a counterpart to the Restrictive Covenant Agreement in substantially the form attached hereto as Exhibit D (the “Restrictive Covenant Agreement”), there will not have occurred or arisen any duly executed and delivered by each Person set forth on Schedule 7.01(d)(vi). (e) No change, effect, fact, condition, circumstanceevent, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, whichdevelopment shall have occurred since the date hereof that, individually or in the aggregate, have resulted, has had or would reasonably be expected to result, in have a Seller Material Adverse Effect. (d) No action or proceeding by or before any Governmental Authority shall be pending wherein an unfavorable judgment, decree or order would prevent the consummation of the transactions contemplated hereby or cause such transactions to be rescinded, and no judgment, decree, order or Applicable Law that would prohibit the consummation of the Closing shall be in effect. (e) Seller shall have delivered to Purchaser the deliverables set forth in Section 2.2(a)-(h).

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of on or before the ClosingClosing Date: (i) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (iia) the representations and warranties set forth in Section 3.2 (Due Authorization) Article 3 hereof shall be true and correct in all material respects at and as of the Closing as though then made and as though the Closing Date was substituted for the date of this Agreement and as of and as though made on the Closing Date (except for any throughout such representations and warranties that warranties, subject to such matters as are expressly stated consented to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date.writing by Purchaser; (b) Seller shall have performed in all material respects all of the covenants and agreements required to be performed by Seller it under this Agreement at or prior to the Closing.; (c) Since there shall have been no material adverse change in the date of this Agreementoperations, there will not have occurred or arisen any change, effect, fact, financial condition, circumstanceoperating results, occurrence, state assets or business of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in the aggregate, have resulted, or would reasonably be expected to result, in a Seller Material Adverse Effect.Business; (d) No action or proceeding all consents by or before any Governmental Authority shall be pending wherein an unfavorable judgmentthird parties that are required for the transfer of the Purchased Assets and the Business to Purchaser as contemplated hereby, decree or order would prevent that are required for the consummation of the transactions contemplated hereby or cause such transactions that are required to be rescindedprevent a breach of, and no judgmentor a material default under or a termination or modification of any instrument, decreecontract, order license, lease or Applicable Law that would prohibit the consummation other agreement to which Seller is a party or to which any of the Closing Purchased Assets is subject, and, other than Permitted Encumbrances, releases of all liens, charges, security interests, encumbrances and claims of others on or with respect to the Purchased Assets shall be in effect.have been obtained on terms and conditions reasonably satisfactory to Purchaser; and (e) Seller Purchaser shall have delivered obtained financing for the transaction in amounts and on terms reasonably satisfactory to Purchaser and obtained the deliverables consent of the senior lender to the transaction. Any conditions specified in this Section 6.1 may be waived by Purchaser; provided that no such waiver shall be effective unless it is set forth in a writing executed by Purchaser. If the transaction contemplated hereunder is completed, all conditions under this Section 2.2(a)-(h)6.1 shall be considered met or waived.

Conditions to Purchaser’s Obligation. The obligation of Purchaser Purchasers to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of on or before the ClosingClosing Date: (i) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (iia) the representations and warranties set forth in Section 3.2 (Due Authorization) Article 3 hereof shall be true and correct in all material respects at and as of the date of this Agreement and Closing as of though then made and as though made on the Closing Date (except was substituted for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date.; (b) Seller shall have performed in all material respects all of the covenants and agreements required to be performed by Seller it under this Agreement at or prior to the Closing.; (c) Since there shall have been no material adverse change in the date of this Agreementoperations, there will not have occurred or arisen any change, effect, fact, financial condition, circumstanceoperating results, occurrenceassets or business prospects of the Business, state of facts and there shall have been no material casualty loss or developmentdamage to the Purchased Assets, nor will there exist any changetaken as a whole, effect, fact, condition, circumstance, occurrence, state of facts whether or development, which, individually or in the aggregate, have resulted, or would reasonably be expected to result, in a Seller Material Adverse Effect.not covered by insurance; (d) No action or proceeding all consents by or before any Governmental Authority shall be pending wherein an unfavorable judgmentthird parties that are required for the transfer of the Purchased Assets and the Business to Purchasers as contemplated hereby, decree or order would prevent that are required for the consummation of the transactions contemplated hereby or that are required to prevent a breach of, or a default under or a termination or modification of any instrument, contract, license, lease or other agreement to which Seller is a party or to which any of the Purchased Assets are subject, and releases of all liens, charges, security interests, encumbrances and claims of others on or with respect to the Purchased Assets shall have been obtained on terms and conditions satisfactory to Purchasers in their sole discretion; (e) no action or proceeding before any court or government body shall be pending or threatened which, in the judgment of Purchasers, made in good faith and upon the advice of counsel, makes it inadvisable or undesirable to consummate the transactions contemplated hereby by reason of the probability that the action or proceeding shall result in a judgment, decree or order which would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescindedrescinded or affect the value or use of the Purchased Assets or Business; (f) Purchasers shall have received from Seller's counsel, Liddell, Sapp, Zivley, Hill & LaBo▇▇, ▇▇P, an opinion with respect to the matters set forth in Exhibit B attached hereto, addressed to Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to Purchaser; (g) not less than twenty (20) business days prior to the Closing Date, Purchasers shall have obtained UCC search reports ("UCC Searches") of Seller disclosing no judgmentliens or encumbrances against the Purchased Assets, decreeother than the Permitted Encumbrances. If the UCC Searches disclose any title encumbrances, order defects, liens, encumbrances or Applicable Law that would prohibit matters other than Permitted Encumbrances, Seller shall have caused the same to be removed; (h) all proceedings to be taken by Seller in connection with the consummation of the Closing and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Purchasers shall be reasonably satisfactory in effect.form and substance to Purchasers and its counsel; (ei) Seller each Purchaser's Board of Directors shall have delivered to Purchaser approved the deliverables transaction contemplated hereby; (j) CBI and Bruc▇ ▇▇▇ll each have entered into that certain Non-Compete Agreement in the form set forth in Exhibit C hereto (the "Non-Compete Agreement"); (k) CBI and Bruc▇ ▇▇▇ll have entered into that certain Sales Office Agreement in a form acceptable to Bruc▇ ▇▇▇ the Purchaser (the "Sales Office Agreement"); and (1) the Shareholders shall have entered into that certain Investment Letter pursuant to which it shall make customary investment representations to Holdings in the form set forth in Exhibit D (the "Investment Letter"). Any conditions specified in this Section 2.2(a)-(h)5.1 may be waived by Purchasers; provided that no such waiver shall be effective unless it is set forth in a writing executed by Purchasers, except as otherwise provided in Section 9.3.

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of on or prior to the ClosingClosing Date: (ia) Except for the The representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (ii) the representations and warranties in Section 3.2 (Due Authorization) Article III hereof shall be true and correct in all material respects when made and as of the Closing Date as though the Closing Date was substituted for the date of this Agreement and as of and as though made on the Closing Date (except for any throughout such representations and warranties that are expressly stated to have been made as of a specified date prior to and the date of this Agreement, which shall have been true and correct as of such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date. (b) Seller shall have performed in all material respects all of the covenants and agreements required to be performed by the Seller under this Agreement at or hereunder prior to the Closing.; (cb) Since The Seller shall have received or obtained all governmental, shareholder, member, notices, third-party consents and approvals (each, an “Approval”) that are necessary (i) for the date consummation of this Agreement, there will not have occurred the transactions contemplated hereby or arisen any change, effect, fact, condition, circumstance, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in the aggregate, have resulted, or would reasonably be expected (ii) to result, in a Seller Material Adverse Effect. (d) No action or proceeding by or before any Governmental Authority shall be pending wherein an unfavorable judgment, decree or order would prevent the consummation of the transactions contemplated hereby from resulting in a breach of or cause such default under, or a termination, modification or acceleration of or payment under, any instrument, contract, lease, license or other agreement to which the Seller is a party or is bound, in each case on terms reasonably satisfactory to Purchaser; (c) No suit, action or other proceeding shall be pending or threatened before any governing authority wherein an unfavorable injunction, judgment, order, decree, ruling or charge would prevent the performance of this Agreement or the consummation of any of the transactions to be rescindedcontemplated hereby or declare unlawful any of the transactions contemplated hereby, and no such injunction, judgment, decreeorder, order decree or Applicable Law that would prohibit the consummation of the Closing ruling shall have been entered or be in effect.; (ed) At the Closing, the Seller shall have delivered to Purchaser (i) a certificate signed by the deliverables Seller and an officer of the Seller, dated the date of the Closing, stating that the conditions specified in subsections (a) through (c) above have been satisfied as of the Closing; (ii) copies of all Approvals; (iii) certified copies of the resolutions of Seller’s board of managers or other governing body authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (iv) a good standing certificate for the Seller from its jurisdiction of organization dated as of a recent date prior to the Closing Date; and (v) such other documents or instruments as are required to be delivered by the Seller at the Closing pursuant to the terms hereof; and (e) All proceedings to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Purchaser shall be reasonably satisfactory in form and substance to Purchaser and its legal counsel. Any condition specified in this Section 2.1 may be waived by Purchaser if such waiver is set forth in Section 2.2(a)-(h)a writing duly executed by Purchaser.

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction of the following conditions as of the Closingconditions: (ia) Except for the representations and warranties in compliance with Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller set forth in this Agreement shall be true and correct in all respects as 13.301 of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this AgreementWater Code, which Purchaser shall have been true and correct as obtained the TCEQ Approval without the imposition of such specified date); providedany restrictions, howeverconditions, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be obligations which are deemed to be true unacceptable to Purchaser in its sole and correct absolute discretion, and Purchaser shall have received all other necessary authorizations, consents, and approvals of any Governmental Authorities in all respects unless order to consummate the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; Contemplated Transactions; (iib) the representations and warranties set forth in Section 3.2 (Due Authorization) Article IV shall be true and correct in all material respects at and as of the date of this Agreement and as of and as though made on Closing Date, except to the Closing Date (except for any extent that such representations and warranties that are expressly stated to have been made qualified by the term "material," or contain terms such as of a specified date prior to the date of this Agreement, "Material Adverse Effect" or "Material Adverse Change," in which shall have been true and correct as of case such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Feesas so written, including the term "material" or "Material") shall be true and correct in all respects at and as of the date of this Agreement and as of and as though made on the Closing Date.; (bc) Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Seller shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (d) no Proceeding shall be pending before any Governmental Authority wherein an unfavorable Order would (i) prevent consummation of any of the Contemplated Transactions, (ii) cause any of the Contemplated Transactions to be rescinded following consummation, (iii) adversely affect the right of Purchaser to own the Acquired Assets, to operate the Water System, or (iv) materially and adversely affect the right of any Purchaser to own its assets and to operate its business (and no such Order shall be in effect); (e) the water rate changes for Seller's customers resulting from the TWDB Bond Debt shall have been implemented; (f) there shall have been no Material Adverse Change with respect to the Seller or the Water System as determined in the sole and absolute discretion of the Purchaser and no damage or destruction or other change shall have occurred with respect to any of the Acquired Assets or any portion thereof that, individually or in the aggregate, would materially impair the use or the operation of any of this Acquired Assets by Purchaser; (g) Purchaser shall be satisfied with the results of its due diligence investigation of each of the Acquired Assets, Seller and the Water System in all respects in its sole and absolute discretion; (h) all actions to be taken by Seller in connection with consummation of the Contemplated Transactions and all certificates, opinions, instruments, and other documents required to effect the Contemplated Transactions will be reasonably satisfactory in form and substance to Purchaser; (i) Purchaser shall have obtained Purchaser's Required Consents (all of which shall be in full force and effect as of the Closing); (j) Seller shall have obtained Seller's Required Consents (all of which shall be in full force and effect as of the Closing), including (i) the Requisite Member Consent, (ii) the Material Contract Consents, (iii) Lease Consents, (iv) the GBRA's consent and assignment of the right to purchase raw water and other rights of Seller under Seller's Contract with the GBRA, and (v) BexarMet's consent to the sale or assignment of Contracts between Seller and BexarMet to Purchaser; (k) Seller shall have provided Purchaser with evidence that the lawful rates and fees defined by the Water Code which may be charged to each customer of the Water System as of the Closing Date are at least the amounts shown on Schedule 7.1(k); (l) Seller and the Purchaser shall each be in compliance with all material regulatory requirements of all applicable Governmental Authorities necessary to consummate the Contemplated Transactions (all of which shall be in full force and effect as of the Closing); (m) all waiting periods in respect of approvals or consents from Governmental Authorities shall have expired or been terminated; (n) Seller shall have amended its Organizational Documents, including its articles of incorporation and bylaws, to the extent required to be in compliance with all applicable Legal Requirements (including requirements and conditions for qualification as an organization described in Section 501(c)(12) of the Code and operation thereof on a cooperative basis under the Code) and to comply and fully perform all of the covenants terms and conditions of this Agreement; (o) Purchaser shall have received on the Closing Date title policies (from a title company reasonably acceptable to Purchaser) covering the Real Property in such form and substance reasonably acceptable to Purchaser in sole and absolute discretion; (p) Purchaser shall have received Lease Consents for the assignment of each of the Leases to Purchaser; (q) Purchaser shall have received executed copies of a non-competition, non-solicitation and non-disparagement agreement from the directors, officers or key employees of Seller requested by Purchaser in such form satisfactory to Purchaser; (r) Seller shall have amended its vacation and sick leave policies (and any other Contracts or other agreements required containing any similar obligation of Seller to provide similar benefits) to provide that all of Seller's obligations thereunder may be performed assumable by Purchaser at Closing and will not otherwise dischargeable by Seller; (s) Purchaser shall have received all of the certificates, instruments and documents set forth in Section 8.1; and (t) Seller under shall have delivered to Purchaser a certificate to the effect that each of the conditions specified in Section 7.1(a) - (t) is satisfied in all respects. Purchaser may waive any condition specified in this Agreement Section 7.1 if it executes a writing so stating at or prior to the Closing. (c) Since the date of this Agreement, there will not have occurred or arisen any change, effect, fact, condition, circumstance, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in the aggregate, have resulted, or would reasonably be expected to result, in a Seller Material Adverse Effect. (d) No action or proceeding by or before any Governmental Authority shall be pending wherein an unfavorable judgment, decree or order would prevent the consummation of the transactions contemplated hereby or cause such transactions to be rescinded, and no judgment, decree, order or Applicable Law that would prohibit the consummation of the Closing shall be in effect. (e) Seller shall have delivered to Purchaser the deliverables set forth in Section 2.2(a)-(h).

Conditions to Purchaser’s Obligation. (a) The obligation of Purchaser to consummate the transactions contemplated by under this Agreement to purchase the Assets from Seller is subject to the satisfaction of all of the following conditions as (any or all of the Closing:which may be waived in whole or in part by Purchaser in writing at any time): (i) Except for the All representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of by Seller set forth in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in if such representations and warranties relating to materiality or a Seller Material Adverse Effectwere made at and as of the Closing Date; provided, and instead, for purposes however that in no event shall any of this condition, such representations and warranties shall the following be deemed “material” hereunder: (i) information which was disclosed to be true and correct in all respects unless purchaser or otherwise actually known to Purchaser prior to the failure or failures of such representations and warranties to be so true and correctEffective Date, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (ii) changes permitted pursuant to the representations and warranties in terms of this Agreement (e.g. pursuant to Section 3.2 9), or (Due Authorizationiii) information which discloses loss or damage to the Premises as a result of fire or other casualty or condemnation (which shall be true and correct governed by the terms of Section 13 below). (ii) Seller shall have, in all material respects respects, performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with prior to or as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date. (b) Seller shall have performed in all material respects all of the covenants and agreements required to be performed by Seller under this Agreement at or prior to the Closing. (ciii) Since The Title Company shall be prepared (upon consummation of the date Closing and payment of the title insurance premium), to issue its Owner’s Policy of Title Insurance covering the Premises, in the aggregate amount of the Purchase Price, subject only to the Permitted Exceptions (the “Title Policy”). (iv) Seller shall use commercially reasonable efforts to obtain a tenant estoppel certificate in the form of Exhibit K (or such other form as is provided in the applicable tenant’s lease, it being agreed moreover that the form of estoppel from Tribune Publishing Company and/or its affiliates may be in the form attached hereto as Exhibit K-1) from each of the tenants in the Premises. It shall be a condition precedent to Purchaser’s obligation to close hereunder that Seller deliver executed tenant estoppel certificates from (i) each Major Tenant (as hereinafter defined), including Tribune Media Company and Tribune Publishing and/or their respective affiliates, (ii) ▇▇▇▇▇▇▇ & Hood, and (iii) from other tenants under Existing Leases so that Purchaser shall receive executed estoppel certificates from tenants (including the Major Tenants and ▇▇▇▇▇▇▇ & Hood) under Existing Leases covering at least seventy percent (70%) of the leased square footage in the Improvements as of the Effective Date (the “Required Threshold”). “Major Tenant” shall mean each tenant of the Improvements as of the Effective Date whose lease demises more than 50,000 square feet in the Improvements. Purchaser agrees that the Required Threshold shall be met even though executed tenant estoppel certificates may not be in the form sent to the tenant pursuant to this AgreementSection 8(a) if the modifications to such estoppel certificates, there will not have occurred or arisen any change, effect, fact, condition, circumstance, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in the aggregate, are not material and do not disclose any defaults, the exercise of any rights of set off or any other exceptions inconsistent in any material respect with the representations and warranties made by Seller hereunder. Without limitation of the foregoing, Purchaser and Seller agree that the following types of modifications to a tenant estoppel certificate shall not be deemed material: the omission of any information that the tenant is not required to furnish pursuant to the terms of its Lease. Purchaser shall have resultedthe right to object to any estoppel certificate which discloses any fact which contradicts representations and warranties made by Seller herein, or would reasonably be expected to result, in a Seller Material Adverse Effect. (d) No action or proceeding by or before and any Governmental Authority such fact shall be pending wherein an unfavorable judgment, decree or order would prevent the consummation deemed a material modification for purposes of the transactions contemplated hereby or cause such transactions to be rescinded, and no judgment, decree, order or Applicable Law that would prohibit the consummation of the Closing shall be in effect. (e) Seller shall have delivered to Purchaser the deliverables set forth in this Section 2.2(a)-(h8(a)(iv).

Conditions to Purchaser’s Obligation. The obligation of Purchaser Purchasers to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of on or before the ClosingClosing Date: (ia) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller set forth in this Agreement Article 3 hereof shall be true and correct in all respects at and as of the date of this Agreement and Closing as of though then made and as though made on the Closing Date (except was substituted for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given without taking into account any disclosures made by Seller to any exception in such representations and warranties relating Purchasers pursuant to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (iiSection 5.1(i) the representations and warranties in Section 3.2 (Due Authorization) shall be true and correct in all material respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date.hereof; (b) Seller shall have performed in all material respects all of the covenants and agreements required to be performed by Seller it under this Agreement at or prior to the Closing.; (c) Since there shall have been no adverse change in the date of this Agreementoperations, there will not have occurred or arisen any change, effect, fact, financial condition, circumstanceoperating results, occurrenceassets or business prospects of the Business, state of facts taken as a whole, and there shall have been no casualty loss or developmentdamage to the Purchased Assets, nor will there exist any changetaken as a whole, effect, fact, condition, circumstance, occurrence, state of facts whether or development, which, individually or in the aggregate, have resulted, or would reasonably be expected to result, in a Seller Material Adverse Effect.not covered by insurance; (d) No action or proceeding all consents by or before any Governmental Authority shall be pending wherein an unfavorable judgmentthird parties that are required for the transfer of the Purchased Assets, decree or order would prevent including consents to receive renewals, and the Business to Purchasers as contemplated hereby, that are required for the consummation of the transactions contemplated hereby or that are required to prevent a breach of, or a default under or a termination or modification of any instrument, contract, license, lease or other agreement to which Seller is a party or to which any of the Purchased Assets are subject, and releases of all liens, charges, security interests, encumbrances and claims of others on or with respect to the Purchased Assets shall have been obtained on terms and conditions satisfactory to Purchasers in their reasonable discretion; (e) no action or proceeding before any court or government body shall be pending or threatened which, in the judgment of Purchasers, made in good faith and upon the advice of counsel, makes it inadvisable or undesirable to consummate the transactions contemplated hereby by reason of the probability that the action or proceeding shall result in a judgment, decree or order which would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescindedrescinded or affect the value or use of the Purchased Assets or Business; (f) Purchasers shall have received from Seller's counsel, Sher▇▇▇ & ▇ani▇▇▇▇▇ ▇▇▇., an opinion with respect to the matters set forth in Exhibit E attached hereto, addressed to Purchasers and dated the Closing Date, in form and substance satisfactory to Purchasers; (g) not less than five (5) business days prior to the Closing Date, Seller shall have provided Purchasers at Seller's expense, with UCC search reports ("UCC Searches") of Seller disclosing no judgmentliens or encumbrances against the Purchased Assets, decreeother than the Permitted Encumbrances. If the UCC Searches disclose any title encumbrances, order defects, liens, encumbrances or Applicable Law that would prohibit matters, other than Permitted Encumbrances, Seller shall have caused the same to be removed; provided, that, notwithstanding the foregoing, Seller shall cause the security interests, liens and claims of Equitable Insurance and Resource Trust Bank in, on or to any of Seller's assets to be terminated and released at or prior to the Closing; (h) all proceedings to be taken by Seller in connection with the consummation of the Closing and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby requested by Purchasers shall be satisfactory in effectform and substance to Purchasers and their counsel; (i) CBI and the landlord of the property located at 608 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇e "Landlord") shall have entered into that certain Assignment of Lease regarding the lease of such property (the "Lease Assignment"), the form of which is attached hereto as Exhibit F; (j) each Purchaser's Board of Directors shall have approved the transaction contemplated hereby; (k) CBI and each Shareholder shall have entered into that certain Employment Contract applicable to such Shareholder in the form attached hereto as Exhibit G (1-9) (the "Employment Agreements"); (l) Purchasers and each Shareholder shall have entered into the Investment Agreement; (m) Purchasers' existing lenders shall have consented to the transaction; (n) Gary ▇▇▇▇ ▇▇▇ll immediately following the Closing (i) pay CBI $600,000 for the obligations of Mr. ▇▇▇▇ ▇▇ Seller in respect of compensation advances purchased by Purchasers hereunder, and (ii) purchase artwork purchased by CBI hereunder having a book value on Seller's books of $800,000 listed on Exhibit H; (o) Robe▇▇ ▇▇▇▇▇ ▇▇▇ll immediately following the Closing pay CBI $343,164 for the liabilities of Mr. ▇▇▇▇▇ ▇▇ the Seller in respect of compensation advances purchased by Purchasers hereunder; (p) Robe▇▇ ▇▇▇▇ ▇▇▇ll immediately following the Closing pay CBI $177,040 for the liabilities of Mr. Erra to the Seller in respect of compensation advances, purchased by Purchasers hereunder; (q) Davi▇ ▇▇▇▇▇ ▇▇▇ll immediately following the Closing purchase artwork purchased by Purchasers hereunder having a book value on Seller's books of $50,000 listed on Exhibit H; (r) Seller and each Shareholder shall have entered into an agreement regarding the distribution of the Purchase Price to the Shareholders which is consistent with the summaries attached as Exhibit I (1- 9). (es) Seller and each Shareholder shall have entered into an agreement regarding the distribution of any and all tax liability as a result of entering into the transactions contemplated hereunder, which shall include a mutual release and a release of Purchasers, and evidence of such agreement shall be delivered to Purchasers. (t) Purchasers shall have obtained financing for the transaction in amounts and on terms satisfactory to Purchasers in their sole discretion; provided, however, Purchasers shall use their best efforts to obtain such financing and agrees that they shall not unreasonably reject otherwise acceptable financing terms; (u) Purchasers shall have concluded (through their accountants, counsel and other representatives) an investigation of the business, condition (financial and other), properties, assets, prospects, operations and affairs of the Seller and shall be satisfied, in their sole discretion, with the results thereof; (v) Seller shall have paid Mich▇▇▇ ▇▇▇▇▇, ▇▇ry ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Gary ▇▇▇▇ (▇) the deferred compensation amounts owed by Seller to such individuals in the aggregate amount of $2,685,353, and evidence of such payments shall be delivered to Purchaser Purchasers and (ii) the deliverables amounts owed or which will be owed by Seller to Mich▇▇▇ ▇▇▇▇▇ ▇▇▇ Gary ▇▇▇▇ ▇▇▇suant to that certain Stock Purchase Agreement dated May 1, 1992, as amended by the First Amendment dated April 1, 1993, and Amendment Number Two dated November 1, 1996, by and among Seller, the Shareholders, Mary ▇▇▇ (▇▇rt▇▇) ▇▇ba▇▇, ▇▇ch▇▇▇ ▇▇▇▇▇ ▇▇▇ Gary ▇▇▇▇ ▇▇▇ evidence of such payment, and cancellation and release by such individuals of their repurchase and compensation rights under such Stock Purchase Agreement shall be delivered to Purchasers (w) Seller and each of the Shareholders shall have entered into that certain Contingency Rollback Agreement in the form set forth in Exhibit M (the "Contingency Rollback Agreement") Any conditions specified in this Section 2.2(a)-(h)6.1 may be waived by Purchasers; provided that no such waiver shall be effective unless it is set forth in a writing executed by Purchasers, except as otherwise provided in Section 10.3.

Conditions to Purchaser’s Obligation. The Purchaser’s obligation of Purchaser to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction of the following conditions as of the Closingconditions: (i) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (iia) the representations and warranties set forth in Section 3.2 (Due Authorization) Article III shall be true and correct in all material respects at and as of the date of this Agreement and as of and as though made on Closing Date, except to the Closing Date (except for any extent that such representations and warranties that are expressly stated to have been made qualified by the term “material,” or contain terms such as of a specified date prior to the date of this Agreement, “Material Adverse Effect” in which shall have been true and correct as of case such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Feesas so written, including the term “material” or “Material”) shall be true and correct in all respects at and as of the date of this Agreement and as of and as though made on the Closing Date.; (b) Seller Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” in which case Sellers shall have performed and complied with all of such covenants (as so written, including the covenants and agreements required to be performed by Seller under this Agreement at term “material” or prior to “Material”) in all respects through the Closing.; (c) Since no action, suit, or proceeding shall be pending or threatened before (or that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would: (i) prevent consummation of any of the date of transactions contemplated by this Agreement; (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (iii) adversely affect the right of Purchaser to own the Company Interests and to control Company; or (iv) adversely affect the right of Company to own its assets and to operate its business (and no such injunction, there will not judgment, order, decree, ruling, or charge shall be in effect); (d) Sellers shall have delivered to Purchaser a certificate to the effect that each of the conditions specified above in Section 8.1(a) – (c) above are satisfied in all respects; (e) Purchaser shall have received each of the items specified in Section 2.1 above; (f) all actions to be taken by Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Purchaser; (g) no damage or destruction or other change has occurred with respect to any of the Assets or arisen Real Property or any change, effect, fact, condition, circumstance, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, whichportion thereof that, individually or in the aggregate, have resulted, would materially impair the use or would reasonably be expected to result, in a Seller Material Adverse Effect.occupancy of the Real Property or the operation of Company’s business; (dh) No action or proceeding by or before any Governmental Authority As of Closing Date, all of the Company’s Assets, business and the Interests shall be pending wherein an unfavorable judgmentfree and clear of all liens, decree liabilities and encumbrances, subject to such liens, liabilities and encumbrances being satisfied on the Closing Date out of the Purchase Price; (i) All Permits necessary or order would prevent desirable for the consummation of the transactions contemplated hereby or cause such transactions to and Purchaser’s operation of the Assets and Company’s business following the Closing shall have been obtained and be rescinded, and no judgment, decree, order or Applicable Law that would prohibit the consummation in effect as of the Closing Date; (j) Purchaser shall be satisfied with its due diligence of the Company and its Assets; (k) Purchaser shall have obtained, no later than 10 days prior to the Closing Date, a commitment for an ALTA Owner’s Title Insurance Policy 2006 Form or other form of policy acceptable to Purchaser for each parcel of Owned Real Property, issued by a title insurance company satisfactory to Purchaser (the “Title Company”), together with a copy of all documents referenced therein (the “Title Commitments”); (l) At Closing, Purchaser shall have obtained title insurance policies from the Title Company (which may be in effectthe form of a ▇▇▇▇-up of a pro forma of the Title Commitments) in accordance with the Title Commitments, insuring each of Company’s fee simple title to each Owned Real Property, as of the Closing Date (including all recorded appurtenant easements, insured as separate legal parcels), with gap coverage from Company through the date of recording, subject only to Permitted Encumbrances, in such amount as Purchaser reasonably determines to be the value of the Owned Real Property insured thereunder and which shall include the endorsements identified herein (the “Title Policies”). The Title Policies shall have the creditor’s rights exception deleted, and shall include the following endorsements (to the extent available in the applicable jurisdiction, but regardless of whether any additional amount is charged for such endorsement), in form and substance reasonably acceptable to Purchaser: (i) extended coverage endorsement (insuring over the general or standard exceptions); (ii) ALTA Form 3.1 zoning endorsement (with parking and loading docks), or if unavailable in the applicable jurisdiction, a satisfactory zoning letter from the local zoning authorities; (iii) a survey accuracy endorsement (insuring that the Owned Real Property described therein is the real property shown on the Survey (as defined below) delivered with respect thereto and that such Survey is an accurate survey thereof); (iv) access endorsement (insuring that the Owned Real Property described therein is adjacent to a public street and has direct and unencumbered pedestrian and vehicular access to such public street); (v) ALTA Form 9 owner’s comprehensive endorsement; (vi) tax parcel number endorsement (insuring that the tax parcel number in the endorsement includes all of the Owned Real Property insured thereunder and no other real property); (vii) if the Owned Real Property insured therein consists of one or more adjacent parcels, a contiguity endorsement (insuring that all of such parcels are contiguous to one another without any gaps or gores); (viii) non-imputation endorsement (to the effect that title defects known to the employees, officers, directors, and stockholders of Company and its Affiliates prior to the Closing shall not be deemed to be “facts known to the insured”); and (ix) such other endorsements as reasonably requested by Purchaser. Sellers shall pay all fees, costs and expenses with respect to the Title Commitments and Title Policies; and (m) Purchaser shall have obtained, no later than 10 days prior to the Closing Date, a survey for each parcel of Owned Real Property, dated no earlier than the date of this Agreement, prepared by a licensed surveyor in the jurisdiction where the real property is located, satisfactory to Purchaser, and conforming to 2005 ALTA/ACSM Minimum Detail Requirements for Land Title Surveys, including Table A Items Nos. 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14, 15, and 16, and such other standards as the Title Company and Purchaser require as a condition to the removal of any survey exceptions from the Title Policies, and certified to Purchaser, Purchaser’s lender, and the Title Company, in a form and with a certification satisfactory to each of such parties (the “Surveys”). The Surveys shall state that there are not any encroachments from or onto any of the Owned Real Property or any portion thereof or any other survey defect that has not been cured or insured over to Purchaser’s reasonable satisfaction prior to the Closing. Sellers shall have paid or committed to pay all fees, costs and expenses with respect to the Surveys. (en) Seller Company shall have: (i) terminated on or before the Closing, the Restrictive Endorsement Bonus Agreement dated February 23, 2011 in favor of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, without tax effect to Purchaser or Company, and shall have delivered provided Purchaser with evidence, reasonably satisfactory to Purchaser, of the same; and (ii) paid any and all severance payment owed, or agreed to be paid, to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. (o) Sellers shall have terminated on or before the Closing, the Company’s Member Control Agreement dated October 31, 1998, and shall have provided Purchaser with evidence, reasonably satisfactory to Purchaser, of the deliverables set forth same. (p) Purchaser shall have received an Executive Retention Agreement in form and substance satisfactory to Purchaser, signed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Purchaser may waive any condition specified in this Section 2.2(a)-(h)8.1 if it executes a writing so stating at or prior to the Closing, provided however, that such waiver would not result in a violation of any Laws.

Conditions to Purchaser’s Obligation. The obligation All obligations of Purchaser to consummate hereunder are subject at the transactions contemplated by this Agreement is subject option of Purchaser, to the satisfaction fulfillment of each of the following conditions as of at or prior to the Closing, and Seller and MLP shall exert their best efforts to cause such condition to be so fulfilled: (ia) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the All representations and warranties of Seller set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (ii) the representations and warranties in Section 3.2 (Due Authorization) MLP contained herein shall be true and correct in all material respects at and as of the date of this Agreement and as of and as though made on the Closing Date (except for any said representations and warranties that are expressly stated to have been made as survive Closing), except for changes in ordinary course of a specified date prior to business after the date of this Agreement, which shall have been true and correct as of such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date.hereof; (b) All covenants, agreements and obligations required by the terms of this Agreement to be performed by Seller or MLP at or before the Closing shall have been duly and properly performed in all material respects and all of the covenants and agreements required deliverables to be performed provided by Seller under this Agreement and MLP at or prior to the Closing.Closing as described in Section 6.2(a) shall have been duly executed and delivered; (c) Since No action, suit or proceeding shall be pending or threatened before any court, governmental agency or authority to enjoin, restrain or prohibit this Agreement or the date consummation of this Agreement, there will not have occurred the Contemplated Transaction or arisen any change, effect, fact, condition, circumstance, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in threaten the aggregate, have resulted, or would reasonably be expected to result, Acquired Assets in a Seller Material Adverse Effect.material manner; (d) No action Material Adverse Change shall have occurred with respect to the operation, condition, finances or proceeding by prospects of the Business or before any Governmental Authority the Acquired Assets since the Effective Date; (e) That approval for the transfer of the Acquired Assets and the Contemplated Transaction, including (i) the existing water wheeling agreement with the golf course, and (ii) the ability of Purchaser to serve the Kapalua future expansion area, have been duly and properly obtained from the Commission in form and content acceptable to Purchaser in its sole and absolute discretion; (f) That DOH authorization for Purchaser to operate the Systems shall be pending wherein an unfavorable judgmentin full force and effect on the Closing; (g) That the transfers of the Acquired Assets, decree or order would prevent except for Post-closing Easements, concurrently close; (h) That all material agreements, consents, and approvals of any persons necessary to the consummation of the transactions contemplated hereby Contemplated Transaction, or cause such transactions otherwise pertaining to the matters covered by it, shall have been obtained by Seller or Purchaser as the case may be, and delivered to the Parties; including without limitation, approval of the Commission and the consent of the County of Maui to the Assignment and Assumption of Wastewater Agreement (or in lieu thereof evidence to Purchaser’s sole satisfaction that the County of Maui’s consent is not required) ; (i) that Purchaser has been satisfied with the conclusions and results of its due diligence; (j) that Purchaser has received approval of its Board of Directors no later than the end of the Due Diligence Period; (k) Purchaser shall be satisfied with all inspections and investigations concerning title to and surveys of the Real Property, Easements, Water Rights and other Acquired Assets. Failure of Purchaser to be rescindedsatisfied under this section is not a breach of this Agreement by Seller. (l) that Purchaser shall have received an irrevocable commitment from a title company of its choice for an ALTA Extended Owner’s policy of title insurance for the Real Property and Easements to be issued to and acceptable to Purchaser, including such endorsements and no judgmentin such amounts as Purchaser may reasonably require, decree, order or Applicable Law that would prohibit the consummation effective as of the Closing shall be in effectDate. (e) Seller shall have delivered to Purchaser the deliverables set forth in Section 2.2(a)-(h).

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing: (a) (i) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (ii) the representations and warranties in Section 3.2 (Due Authorization) shall be true and correct in all material respects as of the date of this Agreement and as of and as though made on the Closing Date (except for any representations and warranties that are expressly stated to have been made as of a specified date prior to the date of this Agreement, which shall have been true and correct as of such specified date); and (iii) the representations and warranties in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct in all respects as of the date of this Agreement and as of and as though made on the Closing Date. (b) Seller shall have performed in all material respects all of the covenants and agreements required to be performed by Seller under this Agreement at or prior to the Closing. (c) Since the date of this Agreement, there will not have occurred or arisen any change, effect, fact, condition, circumstance, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in the aggregate, have resulted, or would reasonably be expected to result, in a Seller Material Adverse Effect. (d) No action or proceeding by or before any Governmental Authority shall be pending wherein an unfavorable judgment, decree or order would prevent the consummation of the transactions contemplated hereby or cause such transactions to be rescinded, and no judgment, decree, order or Applicable Law that would prohibit the consummation of the Closing shall be in effect. (e) Seller shall have delivered to Purchaser the deliverables set forth in Section 2.2(a)-(h2.2(a)-(g).