Common use of Conditions to the Closing Clause in Contracts

Conditions to the Closing. (a) It shall be a condition to the Company's obligation to purchase the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of Masco shall be true and correct in all material respects (and by the tendering of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇.

Conditions to the Closing. Section 4.1. The obligation of the Purchaser to purchase each of the Notes and pay the Purchase Price is subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) It As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be a condition issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Company's obligation to purchase the Repurchased Stock and Warrants at the Closing that:Transaction Documents related thereto. (ib) As of each Closing Date, the representations and warranties of Masco made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in all material respects (and by any such Transaction Document); the tendering of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco Issuer shall have performed and complied in all material respects with all covenants agreements and conditions hereof required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date;. (iie) there is not The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect at that the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or issuance, sale and delivery of the Repurchased Stock Note being issued at such Closing Date by the Issuer, and Warrants;each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (iiig) Any taxes, fees and other governmental charges which are due and payable in connection with the Company execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have obtained any waiver been paid by the Issuer, at or consent required under prior to the Credit Agreement or Closing Dates. (h) As of the First Closing Date, the Issuer shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, received a written waiver substantially in the forms form of Exhibit F attached hereto as Exhibits B, C, hereto. Section 4.2. The obligation of the Issuer to issue and D, respectively;sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (va) Masco shall have delivered to As of each Closing Date, the Company a duly executed termination of representations and warranties made by the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there Purchaser in this Agreement shall be a simultaneous closing of true and correct on and as if they had been made on the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Lawrespective Closing Date. (b) It The Issuer shall be have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a condition certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the obligations of Masco to sell effect that the Repurchased Stock and Warrants at the transactions contemplated for such Closing that:Date have been duly authorized. (id) the representations and warranties As of the Company First Closing Date, the Issuer shall be true and correct have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects (when and by tendering as provided in this Agreement, or if any of the Purchase Price opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Company Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior given to the Closing Date; (ii) there is not Purchaser or the Issuer, as the case may be, in effect at the time writing or by telephone or telecopy confirmed in writing. In any preliminary or permanent injunction or other order by case of cancellation hereunder, any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities AgreementNotes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the Amended rights and Restated Securities Purchase Agreement, substantially obligations set forth in the forms attached hereto as Exhibits B, CSection 7 of, and Dall other ongoing similar provisions under, respectively; and (iv) there this Agreement), shall be a simultaneous closing of survive such cancellation and shall remain outstanding in full force and effect in accordance with the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇terms and provisions thereof.

Conditions to the Closing. The Closing Date shall not occur and the Lenders shall not be obligated to make Revolving Loans (aif any) It shall be a condition to the Company's obligation to purchase the Repurchased Stock and Warrants at on the Closing thatDate, nor shall the Lenders, the Deal Agent, the Backup Servicer or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder until all of the following conditions, after giving effect to any proposed Revolving Loan to be made on the Closing Date, in each case, have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent and each Lender: (i) Each Transaction Document shall have been duly executed by, and delivered to, the representations parties hereto and warranties thereto and the Deal Agent and the Lenders shall have received such other documents, instruments, agreements and legal opinions as the Deal Agent or any Lenders shall request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Schedule of Masco Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent and the Lenders, and (ii) an executed Note in favor of each Lender shall be true have been delivered to the applicable Lender. (b) The Deal Agent and correct in the Lenders shall have received (i) satisfactory evidence that the Borrower, the Originator and the Servicer have obtained all material respects (required consents and by approvals of all Persons, including all requisite Governmental Authorities, to the tendering execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the Repurchased Stock transactions contemplated hereby or thereby, or (ii) an Officer’s Certificate from each of the Borrower, the Originator and Warrants by Masco at the Closing Masco Servicer in form and substance satisfactory to the Deal Agent and the Lenders affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate shall in no way limit the recourse of the Deal Agent or any other Secured Party against the Borrower, the Originator or the Servicer for a breach of its representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Originator and the Servicer shall each be deemed to have represented and warranted that this is so) and Masco shall have complied in compliance in all material respects with all covenants Applicable Laws and shall have delivered an Officer’s Certificate to the Deal Agent and the Lenders as to this and other closing matters. (d) The Borrower shall have paid all fees required to be performed prior to paid by it on the Closing Date; (ii) there is not in effect at , including all fees required hereunder and under the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale Fee Letter and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required reimbursed the Lenders, the Backup Servicer, the Deal Agent and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to other Transaction Documents, including the Company in order to repurchase attorney fees and any other legal and document preparation costs incurred by the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987Lenders, the Corporate Opportunities AgreementBackup Servicer, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in Deal Agent and/or the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation LawCollateral Agent. (be) It No Amortization Event, Termination Event or Unmatured Termination Event shall be a condition have occurred. (f) No Servicer Termination Event or Potential Servicer Termination Event shall have occurred. (g) No materially adverse selection procedures were used by the Borrower with respect to the obligations Loans, Contracts or Dealer Agreements; provided, for the avoidance of Masco doubt that during the Revolving Period, the Borrower in its sole discretion may elect to sell pledge Dealer Loans secured by either Open Pools or Closed Pools. (h) The Borrower shall have deposited to the Repurchased Stock and Warrants at Reserve Account an amount equal to the Closing that:Required Reserve Account Amount. (i) the representations and warranties of the Company The Hedging Agreement shall be true in effect. (j) All interest, fees and correct in all material respects other amounts owing (and by tendering not otherwise continuing hereunder) under the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company Prior Agreement shall have complied been (or shall substantially contemporaneously be) repaid in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇full.

Conditions to the Closing. The obligation of each Purchaser hereunder to purchase the Purchased Securities to be purchased by it on the Closing Date is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Purchaser's sole benefit and may be waived by the Purchasers at any time in their sole discretion: (a) It shall be a condition to the Company's obligation to purchase the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of Masco shall be true and correct in all material respects (and by the tendering of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the The Company shall have obtained any waiver or consent required under executed the Credit signature page to this Agreement or shall have obtained substitute financing on terms reasonably acceptable and delivered the same to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation LawPurchaser. (b) It The Company shall be have executed and delivered a condition duly executed Notes and Warrants being so purchased by each Purchaser at the Closing. (c) The Company shall have executed the signature page to the obligations of Masco Registration Rights Agreement and delivered the same to sell the Repurchased Stock and Warrants at the Closing that:Purchaser. (id) the The Company and each of its subsidiaries shall have executed and delivered duly executed Security Agreements to which it is a party, and have delivered all certificates and instruments to be delivered thereunder. (e) The representations and warranties of the Company shall be true and correct in all material respects (as of the date when made and by tendering the Purchase Price at as of the Closing the Company shall be deemed to have represented and warranted as though made at that this is so) time and the Company shall have performed, satisfied and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by the Company at or prior to the Closing. The Purchasers shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date;to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser. (iif) there is not in effect at the time any preliminary No statute, rule, regulation, executive order, decree, ruling or permanent injunction shall have been enacted, entered, promulgated or other order endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having jurisdiction authority over the matters contemplated hereby which prevents or restrains prohibits the purchase or sale and delivery consummation of any of the Repurchased Stock and Warrants;transactions contemplated by this Agreement. (iiig) the The Company shall have delivered to Masco duly executed amendments to Purchasers a certificate dated as of the Corporate Services AgreementClosing and signed by the Company's Secretary certifying, among other things, copies of the Corporate Opportunities Agreement, Board resolutions approving the transactions contemplated by this Agreement and the Amended Investment Agreements and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing resolutions of the boards of directors of the Company's repurchase subsidiaries as to their entry into the Security Agreements to which they are a party, and true and correct copies of 1,000,000 shares the Company's and its subsidiary's Certificate of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇Incorporation and Bylaws. (h) The Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing, in the form attached hereto as EXHIBIT F. (i) The transactions contemplated by the Credit Agreement (as defined herein) shall have been consummated.

Conditions to the Closing. (a) It The obligations of Transferor and Acquirer hereunder shall be a condition subject to the Company's obligation satisfaction or written waiver on or prior to purchase the Repurchased Stock and Warrants at the Closing thatDate of the following conditions: (i) The waiting period (and any extension thereof), if any, applicable to the transactions contemplated by this Agreement under the HSR Act, shall have been terminated or shall have expired, and no restrictive order or other requirements pursuant to the HSR Act shall have been placed on the parties. (ii) The FCC shall have approved the Assignment Application (and such other applications as may be required by applicable law, rule or regulation to permit the transfer to Acquirer of the Shares to be filed). (iii) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, nor shall any proceeding by or with any Governmental Authority or third party seeking any of the foregoing be pending (excluding, in each case, any such matter initiated by Transferor, the Company, Acquirer or any of their Affiliates). There shall not be any Action taken, or any Law enacted, entered, enforced or deemed applicable to the transactions contemplated hereby, which makes the consummation of such transactions illegal (excluding, in each case, any such matter initiated by Transferor, the Company, Acquirer or any of their Affiliates). (iv) Acquirer and the Company shall have entered into a time brokerage agreement in substantially the form of EXHIBIT 3.02(A)(IV) with respect to the Station concurrently with entering into this Agreement (the "TBA"). (v) The "closing" of the transactions contemplated under the RCI Stock Purchase Agreement and the Asset Purchase Agreement shall have occurred or shall occur concurrently with the Closing. (b) The obligations of Transferor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions: (i) Acquirer shall have entered into a loan agreement with the Company and New World in substantially the same form as EXHIBIT 3.02(B)(I) (the "BRIDGE LOAN AGREEMENT") and Acquirer shall have advanced all funds required to be advanced under the Bridge Loan Agreement in accordance with the terms thereof. (ii) All the representations and warranties of Masco Acquirer contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date that are not qualified by materiality, Material Adverse Effect or a dollar threshold shall be true and correct in all material respects, and all other representations and warranties of Acquirer shall be true and correct, as of the date made and (having been deemed to have been made again on and as of the Closing Date) shall be true and correct in all material respects (on and by the tendering as of the Repurchased Stock and Warrants by Masco at Closing Date, except to the Closing Masco shall be deemed to have represented and warranted extent that this any such representation or warranty is so) and Masco made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (iii) Acquirer shall have performed and complied with in all material respects with all covenants and agreements required to be performed by this Agreement, and any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date;, to be performed or complied with by it on or prior to the Closing Date. (iv) Acquirer shall not be in default under any TBA, which default has resulted in a Material Adverse Effect on the Company or Transferor. (c) The obligations of Acquirer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions: (i) All the representations and warranties of the Company and Transferor contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, that are not qualified by materiality, Material Adverse Effect or a dollar threshold, shall be true and correct in all material respects, and all other representations and warranties of the Company and Transferor shall be true and correct, as of the date made and (having been deemed to have been made again on and as of the Closing Date) shall be true and correct in all material respects on and as of the Closing Date, except as affected by actions taken or omitted to be taken by Acquirer pursuant to the TBA, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery Each of the Repurchased Stock Company and Warrants;Transferor shall have performed and complied with in all material respects all covenants and agreements required by this Agreement, and any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, to be performed or complied with by it on or prior to the Closing Date. (iii) Char▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll have entered into an employment agreement with Acquirer in substantially the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants;form of EXHIBIT 3.02(C)(III). (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as Each of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from Marc▇▇ ▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇me▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ Jame▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll have entered into Non-Competition Agreements with Acquirer substantially in the form of EXHIBIT 3.02(C)(IV) hereto. (v) RCI shall have applied any amounts advanced under the Bridge Loan Agreement in accordance with the terms thereof. (vi) Only employees approved by Acquirer shall be employed by the Company and the Company shall have incurred no additional liability in terminating any of its employees. (vii) Transferor shall have executed and delivered a Lock-Up Letter in the form of EXHIBIT 3.02(C)(VII). (viii) The Company shall have paid off or otherwise terminated all Indebtedness of the Company and Transferor shall have furnished to Acquirer evidence thereof in a form reasonably satisfactory to Acquirer.

Conditions to the Closing. (a) It The obligation of the Partnership to consummate the issuance and sale of the Purchased Units to each of the Purchasers shall be a condition subject to the Company's obligation satisfaction on or prior to purchase the Repurchased Stock and Warrants at the Closing that:Date of the following conditions with respect to each Purchaser individually and not the Purchasers jointly (any or all of which may be waived by the Partnership in writing, in whole or in part, to the extent permitted by Applicable Law): (i) each Purchaser shall have performed and complied with the representations covenants and warranties of Masco shall be true and correct agreements contained in this Agreement in all material respects (and by the tendering of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have complied in all material respects with all covenants are required to be performed and complied with by that Purchaser on or prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company such Purchaser contained in Section 4 shall be true and correct in all material respects (respects, in each case both as of the date of this Agreement and by tendering the Purchase Price at as of the Closing Date, as if made at and as of such time, except to the Company extent that Section 4 specifies that such representations and warranties are made as of a particular date; (iii) such Purchaser shall have delivered a cross-receipt executed by such Purchaser and delivered to the Partnership certifying that it has received from the Partnership the number of Series A Preferred Units set forth opposite such Purchaser’s name on Schedule A and, in the case of Weston, plus the Weston Note Units; (iv) such Purchaser shall have remitted payment of such Purchaser’s Funding Obligation payable by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Partnership; (v) such Purchaser shall have delivered a properly executed Internal Revenue Service Form W-9 from such Purchaser; and (vi) in the case of W▇▇▇▇▇, ▇▇▇▇▇▇ shall have delivered an assignment of the Weston Note to the Partnership. (b) The respective obligation of each Purchaser to consummate the purchase of its Purchased Units shall be deemed subject to have represented and warranted that this is sothe satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Purchaser on behalf of itself in writing with respect to its Purchased Units, in whole or in part, to the extent permitted by Applicable Law): (i) and the Company Partnership shall have performed and complied with the covenants and agreements contained in this Agreement in all material respects with all covenants that are required to be performed and complied with by the Partnership on or prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale representations and delivery warranties of the Repurchased Stock Partnership contained in Section 3 shall be true and Warrantscorrect in all respects, in each case both as of the date of this Agreement and as of the Closing Date, as if made at and as of such time, except to the extent that Section 3 (and specifically Section 3.11, which representation is made solely as of the date hereof) specifies that such representations and warranties are made as of a particular date; (iii) the Company Partnership shall have received all consents required under the Credit Facility on terms satisfactory to the Partnership in its sole and absolute discretion; (iv) the Partnership shall have delivered to Masco duly an executed amendments to copy of the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Fourth Amended and Restated Securities Purchase AgreementAgreement of Limited Partnership of the Partnership, substantially in the forms form attached hereto as Exhibits Exhibit B (the “Fourth A&R LPA”); (v) the Partnership shall have delivered evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the Partnership, bearing a restrictive notation meeting the requirements of the Fourth A&R LPA, free and clear of any Encumbrances, other than transfer restrictions under the Fourth A&R LPA or the Delaware LP Act and applicable federal and state securities Laws; (vi) the Partnership shall have delivered a certificate of the Secretary or Assistant Secretary of GP LLC, on behalf of the Partnership, dated the Closing Date, certifying as to and attaching (A) the certificate of formation of the Partnership, (B) the Partnership Agreement, (C) board resolutions authorizing the execution and delivery of this Agreement and the Fourth A&R LPA and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Purchased Units and the Conversion Units and (D) the incumbency of the officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, respectivelyas applicable, setting forth the name and title and bearing the signatures of such officers; (vii) the Partnership shall have delivered a cross-receipt executed by the Partnership and delivered to the Purchasers certifying that it has received from the Purchasers an amount in cash equal to the Total Funding Obligation and, in the case of Weston, certifying that it has received an assignment of the Weston Note from Weston; (viii) the Partnership shall have delivered a duly executed waiver of the General Partner with respect to certain of its rights under the Partnership Agreement, in substantially the form attached hereto as Exhibit A; and (ivix) there the Partnership shall be a simultaneous closing of have delivered such other documents relating to the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇transactions contemplated by this Agreement as the Purchasers or their counsel may reasonably request.

Conditions to the Closing. (a) It The obligations of Seller and Purchaser hereunder shall be a condition subject to the Company's obligation satisfaction or written waiver on or prior to purchase the Repurchased Stock and Warrants at the Closing thatDate of the following conditions: (i) The waiting period (and any extension thereof), if any, applicable to the transactions contemplated by this Agreement under the HSR Act, shall have been terminated or shall have expired, and no restrictive order or other requirements pursuant to the HSR Act shall have been placed on the parties. (ii) The FCC shall have approved the Assignment Application (and such other applications as may be required by applicable law, rule or regulation to permit the transfer to the Seller of the Assets to be filed with respect to the transactions contemplated by this Agreement). (iii) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, nor shall any proceeding by or with any Governmental Authority or third party seeking any of the foregoing be pending (excluding, in each case, any such matter initiated by Seller, Purchaser or any of their Affiliates). There shall not be any Action taken, or any Law enacted, entered, enforced or deemed applicable to the transactions contemplated hereby, which makes the consummation of such transactions illegal (excluding, in each case, any such matter initiated by Seller, Purchaser or any of their Affiliates). (iv) Purchaser and Seller shall have entered into a time brokerage agreement in substantially the form of EXHIBIT 3.02(A)(IV) with respect to the Station concurrently with entering into this Agreement (the "TBA"). (b) The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions: (i) Purchaser shall have entered into a loan agreement with Seller and RCI in substantially the same form as Exhibit 3.02(b)(i) (the "BRIDGE LOAN AGREEMENT") and Purchaser shall have advanced all funds required to be advanced as of the Closing Date under the Bridge Loan Agreement in accordance with the terms thereof. (ii) All the representations and warranties of Masco Purchaser contained in this Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date that are not qualified by materiality, Material Adverse Effect or a dollar threshold shall be true and correct in all material respects, and all other representations and warranties of Purchaser shall be true and correct, as of the date made and (having been deemed to have been made again on and as of the Closing Date) shall be true and correct in all material respects (on and by the tendering as of the Repurchased Stock and Warrants by Masco at Closing Date, except to the Closing Masco shall be deemed to have represented and warranted extent that this any such representation or warranty is so) and Masco made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (iii) Purchaser shall have performed and complied with in all material respects with all covenants and agreements required to be performed by this Agreement, and any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date; (ii) there is not in effect at the time any preliminary , to be performed or permanent injunction complied with by it on or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable prior to the Company in order to repurchase the Repurchased Stock and Warrants;Closing Date. (iv) Masco Purchaser shall have delivered to not be in default under the Company duly executed amendments to TBA, which default has resulted in a Material Adverse Effect on the Corporate Services Agreement, dated as of January 1, 1987, Station or the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively;Seller. (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous The closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired transactions contemplated under the Delaware General Corporation LawRCI Agreement shall have occurred or shall occur concurrently with the Closing. (bc) It The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be a condition subject to the obligations of Masco fulfillment on or prior to sell the Repurchased Stock and Warrants at the Closing thatDate of each of the following conditions: (i) All the representations and warranties of Seller contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Company Closing Date, that are not qualified by materiality, Material Adverse Effect or a dollar threshold, shall be true and correct in all material respects, and all other representations and warranties of Seller shall be true and correct, as of the date made and (having been deemed to have been made again on and as of the Closing Date) shall be true and correct in all material respects (on and by tendering the Purchase Price at as of the Closing Date, except as affected by actions taken or omitted to be taken by Purchaser pursuant to the Company shall be deemed TBA, and except to have represented and warranted the extent that this any such representation or warranty is so) and the Company made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (ii) Seller shall have performed and complied with in all material respects with all covenants and agreements required to be performed by this Agreement, and any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date; (ii) there is not in effect at , to be performed or complied with by it on or prior to the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants;Closing Date. (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from Char▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll have entered into an employment agreement with Purchaser substantially in the form of EXHIBIT 3.02(C)(III) hereto. (iv) Each of Marc▇▇ ▇.

Conditions to the Closing. (a) It shall be a condition to the Company's The obligation of each Purchaser ------------------------- hereunder to purchase the Repurchased Stock and Warrants at Convertible Securities to be purchased by it on the date of the Closing thatis subject to the satisfaction of each of the following conditions, provided that these conditions are for each Purchaser's sole benefit and may be waived by such Purchaser (with respect to it) at any time in such Purchaser's sole discretion: (i) the representations and warranties of Masco shall be true and correct in all material respects (and by the tendering of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco The Company shall have complied in all material respects with all covenants required executed the signature page to be performed prior this Agreement, the Warrant and the Registration Rights Agreement and delivered the same to the Closing Date;Purchaser. (ii) there is not The Company shall have delivered duly executed certificates for the Preferred Stock (in effect such denominations as Purchaser shall reasonably request) and the Warrant being so purchased by Purchaser at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants;Closing. (iii) The Common Stock shall be listed on Nasdaq, the Company New York Stock Exchange or the American Stock Exchange and trading in the Common Stock shall not have obtained any waiver been suspended by Nasdaq, the New York Stock Exchange or consent required under the Credit Agreement American Stock Exchange, the SEC or other regulatory authority and no de- listing or suspension shall have obtained substitute financing on terms be reasonably acceptable to likely for the Company in order to repurchase the Repurchased Stock and Warrants;foreseeable future. (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the The representations and warranties of the Company shall be true and correct in all material respects (as of the date when made and by tendering the Purchase Price at as of the Closing the Company shall be deemed to have represented and warranted as though made at that this is so) time and the Company shall have performed, satisfied and complied in all material respects with all the covenants and agreements required by any of this Agreement or the Ancillary Documents to be performed or complied with by the Company at or prior to the Closing. Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date;to the foregoing effect and as to such other matters as may be reasonably requested by Purchaser. (iiv) there is not in effect at the time any preliminary No statute, rule, regulation, executive order, decree, ruling or permanent injunction shall have been enacted, entered, promulgated or other order endorsed by any court or governmental authority of competent jurisdiction or any self- regulatory organization having jurisdiction authority over the matters contemplated hereby which prevents or restrains prohibits the purchase or sale and delivery consummation of any of the Repurchased Stock and Warrants;transactions contemplated by this Agreement. (iiivi) the Company Purchaser shall have delivered to Masco duly executed amendments to received the Corporate Services Agreementofficer's certificate described in Section 3.3, dated as of the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; andClosing. (ivvii) there Purchaser shall be a simultaneous closing have received an opinion of the Company's repurchase outside legal counsel, dated as of 1,000,000 shares of Common Stock the Closing from ▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and in form and substance reasonably acceptable to Purchasers. (viii) The Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit D. --------- (ix) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to Purchaser and the Certificate of Designation shall not have been amended, modified or rescinded. (x) The Company shall have received and delivered to Purchaser the third amendment under its existing credit facility with Union Bank, N.A. and Bank of America (the "Credit Agreement") and the Security Agreement thereunder, in each case satisfactory to Purchaser in its sole discretion.

Conditions to the Closing. (a) It The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be a condition subject to the Company's obligation fulfillment on or prior to purchase the Repurchased Stock and Warrants at the Closing thatDate of each of the following conditions: (i) All the representations and warranties of Masco Purchaser contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct in all material respects (and by the tendering as of the Repurchased Stock date made and Warrants by Masco at the Closing Masco shall be (having been deemed to have represented been made again on and warranted that this is so) and Masco shall have complied in all material respects with all covenants required to be performed prior to as of the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (on and by tendering the Purchase Price at as of the Closing Date, except as affected by transactions permitted by this Agreement and except to the Company shall be deemed to have represented and warranted extent that this any such representation or warranty is so) and the Company made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (ii) Purchaser shall have performed and complied with in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date;. (b) The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions: (i) All the representations and warranties of Sellers contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct in all material respects as of the date made and (having been deemed to have been made again on and as of the Closing Date) shall be true and correct in all material respects on and as of the Closing Date, except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company Sellers shall have delivered performed and complied with in all material respects all covenants and agreements required by this Agreement to Masco duly executed amendments be performed or complied with by it on or prior to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇Closing Date.

Conditions to the Closing. (a) It shall be a condition The following are conditions to the Company's obligation to Closing of the purchase herein, for the Repurchased Stock and Warrants benefit of the Purchaser, which may be waived at the Closing thatdiscretion of the Purchaser: (i) that any and all necessary regulatory or governmental approvals required to permit the representations transaction to be completed that can be secured prior to Closing, or are normally secured prior to Closing in transactions of this type, and warranties such approvals as are required to be obtained from the AEUB or similar agency, shall have been obtained. To the extent that: (A) the approval of Masco the AEUB in respect of the application for the transfer of the licenses for any of the ▇▇▇▇▇ (the "Well Licenses") is required and such approval has not been secured on or before the Closing Date; or (B) a security deposit or deposits must be made by the Vendor in respect of securing the approval of the AEUB to the Well License transfer application and such deposits have not been made on or before the Closing Date; the Purchaser shall be true and correct satisfied, in all material respects (and its sole judgement, acting reasonably, firstly that the Well Licenses transfer application will be accepted by the tendering of AEUB, and secondly that any security deposits to be made by the Repurchased Stock and Warrants by Masco at the Closing Masco Vendor shall be deemed to have represented and warranted that this is somade in a timely fashion; (ii) and Masco the Vendor shall have performed or complied in all material respects with all of the terms, covenants required and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company Vendor contained in this Agreement shall be true in all material respects as of the Closing Date and the Vendor shall have delivered to the Purchaser a certificate of an officer of the Vendor dated the Closing Date in the form attached hereto as Schedule "H", to the effect that the representations and warranties contained in Clause 10 hereof are true and correct in all material respects respects; (iv) the Vendor shall have delivered the certified copy of the shareholder's special resolution approving the transaction contemplated herein in the form attached hereto as Schedule "I"; (v) the Vendor shall have executed and delivered the Conveyance Documents executed by tendering the Purchase Price Vendor to the Purchaser as of the Closing Date except that the Vendor shall not be required, subject to Subclause 14(a)(vi), to have obtained signatures from Third Parties; and (vi) prior to Closing, the Vendor shall have received all Third Party consents and waivers of Rights of First Refusal, if any, affecting the Assets such that no Rights of First Refusal, remain in force at Closing; (vii) on Closing, there shall be no outstanding commitments to make capital expenditures in respect of the Assets, other than those that are set out in Schedule "D" hereto; (viii) the Purchaser shall be satisfied in its sole discretion, acting reasonably, with the terms and conditions of all contracts (not including the Joint Venture Agreement), agreements and documents affecting the Assets, including agreements for the sale, processing or transportation of Petroleum Substances and all contracts, agreements and documents relative to the rights to enter, use and occupy the surface of the Lands and the Assets; (ix) there shall be no Take or Pay Obligations or other gas contracts associated with the Assets other than described in Schedule "E" hereto; (x) the Vendor shall provide at Closing releases and registerable discharges from all parties holding security interests in the Assets, including any by 1304146 Alberta Ltd.; (xi) the Vendor shall confirm that the Assets are not subject to any agreements which include an area of mutual interest, other than pursuant to the Joint Venture Agreement; (xii) on or before Closing and in no event later than September 1, 2007, the Purchaser shall have completed an equity financing for not less than $20 million on terms and conditions satisfactory to the Purchaser in its sole discretion; (xiii) the non-convertible, absolute gross overriding royalty created by Royalty Agreement dated March 2, 2007 between POC and 1304146 Alberta Ltd. shall have been terminated and such royalty reconveyed to the Vendor prior to the Closing Date, on terms and conditions satisfactory to the Purchaser, acting reasonably; and (xiv) no substantial unrepaired physical damage to the Assets, except as shall have been consented to in writing by the Purchaser, shall have occurred between the date of execution of this Agreement and the Closing Date which, in the Purchaser's reasonable opinion, would materially adversely affect the value of the Assets, provided that none of a decrease in the market price of any Petroleum Substances, changes in the reservoir, or production of Petroleum Substances in the ordinary course of business shall be considered substantial damage for the purposes of this Subclause. The foregoing conditions shall be for the benefit of the Purchaser and may waived by the Purchaser in writing, in whole or part, at any time, provided the Purchaser may not waive the existence or operation of any Rights of First Refusal. In case any of the said conditions (i) to (xiv) inclusive shall not be complied with, or waived by the Purchaser, at or before the Closing Date, the Purchaser may rescind or terminate this Agreement by written notice to the Vendor. (b) The following are conditions to the Closing of the sale herein, for the benefit of the Vendor, which may be waived at the discretion of the Vendor: (i) that any and all necessary regulatory or governmental approvals required to permit the transaction to be completed that can be secured prior to Closing, or are normally secured prior to Closing in transactions of this type and such approvals as are required to be obtained from the Company AEUB or similar agency, shall have been obtained. To the extent that: (A) the approval of the AEUB to the application for the transfer of the Well Licenses is required and such approval has not been secured on or before the Closing Date; or (B) a security deposit or deposits must be made by the Purchaser in respect of securing the approval of the AEUB to the Well License transfer application and such deposits have not been made on or before the Closing Date; the Vendor shall be deemed satisfied, in its sole judgement, acting reasonably, firstly that the Well Licenses transfer application will be accepted by the AEUB, and secondly that any security deposits to have represented be made by the Purchaser shall be made in a timely fashion; (ii) that TSXV Approval and warranted that this is so) any and all regulatory or governmental approvals required by Applicable Laws in respect to the Company issuance of the Shares by the Purchaser to the Vendor shall have been obtained; (iii) the Purchaser shall have performed or complied in all material respects with all of the terms, covenants required and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Closing Date; (iiiv) there is not the Purchaser shall have tendered to the Vendor the Adjusted Purchase Price in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrantsmanner provided for in Clause 5; (iiiv) the Company representations and warranties of the Purchaser outlined in this Agreement shall be true in all material respects at and as of the Closing Date and the Purchaser shall have delivered to Masco duly executed amendments to the Corporate Services AgreementVendor a certificate of an officer of the Purchaser, dated the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially Closing Date in the forms form attached hereto as Exhibits BSchedule "H", C, to the effect that the representations and D, respectivelywarranties contained in Clause 12 hereof are true and correct in all material respects; and (ivvi) there the Purchaser shall have executed and delivered to the Vendor at least one copy of the Conveyance Documents tendered by the Vendor. The foregoing conditions shall be a simultaneous closing for the benefit of the Company's repurchase Vendor and may be waived by the Vendor in writing, in whole or part, at any time, provided the Vendor may not waive the existence or operation of 1,000,000 shares any preferential right to purchase any of Common Stock from ▇▇the Assets. ▇▇▇▇▇▇▇▇▇In case any of the said conditions (i) to (vi) inclusive shall not be complied with, or waived by the Vendor, at or before the Closing Date, the Vendor may rescind or terminate this Agreement by written notice to the Purchaser. (c) The Purchaser and the Vendor shall proceed diligently and in good faith and use commercially reasonable efforts to satisfy and comply with and assist in the satisfaction and compliance with the conditions precedent. If there is a condition precedent that is to be satisfied or complied with prior to the Closing Time, and if, by the time the condition precedent is to be satisfied or complied with, the Party whose benefit the condition precedent exists fails to notify the other Party whether or not the condition precedent has been satisfied or complied with, the condition precedent shall be conclusively deemed to have been satisfied or complied with.

Conditions to the Closing. (a) It shall be a condition 7.1 The following are conditions to the Company's obligation to Closing of the purchase herein, for the Repurchased Stock and Warrants benefit of the Purchaser, which may be waived at the Closing thatdiscretion of the Purchaser: (i) the representations and warranties of Masco made by the Vendor in Clause 10.0 hereof shall be true and correct in all material respects (and by the tendering as of the Repurchased Stock Closing Date as if made on and Warrants by Masco at as of such date and the Vendor shall have provided to the Purchaser a certificate of an officer of the Vendor certifying as to such matters on the Closing Masco shall be deemed to have represented Date and warranted that this is so) and Masco the Purchaser shall have no knowledge to the contrary; (ii) the Vendor shall have performed or complied in all material respects with all of the terms, covenants required and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company board of directors of the Purchaser shall have obtained any waiver or consent required under approved the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrantstransactions contemplated herein; (iv) Masco the Vendor shall have delivered good and clear title with no liens to the Company duly executed amendments Daan Silver Mine Licenses and to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectivelyits Capital Stock; (v) Masco Purchaser and/or its representatives shall have delivered to the Company a duly executed termination completed its inspection and due diligence of the Warrant Agreement, dated as of March 31, 1993, between Masco Vendor's Corporate Status and the CompanyDaan Silver Mine Licenses and have been provided the opportunity to make assessments on same and is satisfied, acting reasonably, with the results thereof; (vi) Purchaser shall have been permitted access to review all the Vendor's records and operations and shall have confirmed that same are as represented by the Vendor and satisfactory to Purchaser; (vii) Between the date hereof and the Closing Date, the Vendor shall conduct itself in the ordinary course of business and no change of any kind to the Assets shall have occurred which, in the sole opinion of the Purchaser, acting reasonably, materially adversely affects the Vendor's value; (viii) Purchaser is satisfied, acting reasonably, in all respects with all material financial, tax and operational matters relating to the Vendor; (ix) The silver mining ownership right located at Daan Shouning County Fujian Province; (x) Other than as contemplated herein, or otherwise disclosed in writing to the Purchaser, there shall be no outstanding claims, lawsuits, actions or proceedings against the Vendor which would have a simultaneous closing material adverse effect on any of the Company's repurchase Assets, the business or the operations of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇the Vendor; and (viixi) The Purchaser is satisfied, acting reasonably, as to the purchase Vendor's financial or economic position and the status of the Repurchased Stock and Warrants Daan Silver Mine Licenses at Closing. The foregoing conditions shall not result in be for the capital benefit of the Company being impaired under Purchaser and may be waived by the Delaware General Corporation LawPurchaser in writing, in whole or part, at any time. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇.

Conditions to the Closing. The obligation of the Purchaser hereunder ------------------------- to purchase the Shares of Series A Preferred Stock and the Common Stock Warrant to be purchased by it on the Closing Date is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Purchaser's sole benefit and may be waived by the Purchaser at any time in the Purchaser's sole discretion: (a) It shall be a condition to the Company's obligation to purchase the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of Masco shall be true and correct in all material respects (and by the tendering of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the The Company shall have obtained any waiver or consent required under executed this Agreement, the Credit Common Stock Warrant and the Registration Rights Agreement or shall have obtained substitute financing on terms reasonably acceptable and delivered the same to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation LawPurchaser. (b) It The Company shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants have delivered at the Closing that:one or more duly executed certificate representing the Shares of Series A Preferred Stock, in such denominations as the Purchaser shall request. (ic) The Common Stock shall be designated for quotation and listed on the Nasdaq National Market or the New York Stock Exchange and trading in the Common Stock shall not have been suspended by the SEC or the Nasdaq National Market or the New York Stock Exchange, as the case may be nor shall suspension by the SEC or the Nasdaq National Market or the New York, Stock Exchange, as the case may be, be threatened either in writing or by falling below the minimum listing maintenance requirements of the Nasdaq National Market or New York Stock Exchange, as the case may be and no de-listing or suspension shall be reasonably likely in the judgment of the Purchaser for the foreseeable future. (d) The representations and warranties of the Company shall be true and correct in all material respects (as of the date when made and by tendering the Purchase Price at as of the Closing the Company shall (except for those that address matters as of a particular date, which need only be deemed to have represented and warranted true as of such date) as though made at that this is so) time and the Company shall have performed, satisfied and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by the Company at or prior to the Closing, except where the breach of such representation, warranty or covenant would not have a Material Adverse Effect. The Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date;to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser. (iie) there is not in effect at the time any preliminary No statute, rule, regulation, executive order, decree, ruling or permanent injunction shall have been enacted, entered, promulgated or other order endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having jurisdiction authority over the matters contemplated hereby which prevents or restrains prohibits the purchase or sale and delivery consummation of any of the Repurchased transactions contemplated by this Agreement. (f) The Purchaser shall have received an opinion of the Company=s counsel, dated as of the Closing, in the form attached hereto as Exhibit D. --------- (g) The Certificate of Designations shall have been accepted for filing with the Secretary of State of the State of Delaware and a copies thereof certified by the Secretary of State of Delaware shall have been delivered to Purchaser and the Certificate of Incorporation and the Certificate of Designations shall not have been amended, modified or rescinded after the date of its filing and acceptance. (h) The Company shall have filed all notices, including, without limitation, the application for listing of the Conversion Shares and the Warrant Shares, as required under the rules of NASD or shall have obtained an effective waiver of such requirements and the Conversion Shares and Warrant Shares shall have been approved for listing, subject to official notice of issuance, on the Nasdaq National Market. (i) On or prior to the Closing Date, there shall not have occurred any of the following: (i) a suspension or material limitation in the trading of securities generally on the Nasdaq National Market or the New York Stock and Warrants; Exchange; (ii) a general moratorium on commercial banking activities in New York declared by the applicable banking authorities; (iii) the outbreak or escalation of hostilities involving the United States, or the declaration by the United States of a national emergency or war; or (iv) a change in international, political, financial or economic conditions, if the effect of any such event, in the judgment of the Purchaser, makes it impracticable or inadvisable to proceed with the purchase of the shares of Series A Preferred Stock and the Common Stock Warrant on the terms and in the manner contemplated in this Agreement and in the other Investment Agreements. (j) On the Closing Date, the Company shall have delivered to Masco duly executed amendments to reimbursed the Corporate Services AgreementPurchaser for the Purchaser's Expenses incurred in connection with the transactions contemplated by this Agreement (including reasonable fees and disbursements of the Purchaser's legal counsel) as provided in Section 4.9 hereof. (k) On the Closing Date, the Corporate Opportunities AgreementPurchaser shall have received a six month lock-up agreement, and dated the Amended and Restated Securities Purchase AgreementClosing Date, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇ in substantially the form as attached in Exhibit E. --------- (l) Prior to the opening of trading on the Nasdaq National Market on August 11, 2000, the Company shall have issued a press release of its financial results for the fourth quarter and fiscal year ended June 30, 2000.

Conditions to the Closing. The obligations of the Company and the Investor hereunder are subject to the satisfaction of the conditions set forth below on or before the Closing. If for any reason any of the conditions set forth in this Section 4 are not satisfied or waived by each party entitled to the benefit of such conditions at or prior to the Closing, then each party by written notice given to the other parties hereto shall have the right to elect to terminate this Agreement and each party shall be released from their obligations hereunder and shall have no further liability hereunder, provided, however, that nothing contained in this Section 4 shall relieve any party from liabilities or damages arising out of any fraud or willful breach by such party of this Agreement prior to such termination. (a) It shall be a condition Conditions to the Company's obligation Investor’s Obligations. The Investor’s obligations to purchase the Repurchased Stock and Warrants Shares at the Closing that: (i) are subject to the representations and warranties of Masco shall be true and correct in all material respects (and by the tendering satisfaction of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing thatfollowing conditions: (i) the representations and warranties of the Company contained in Section 2.1 shall be true and correct in all material respects (accurate on and by tendering as of the Purchase Price Closing with the same force and effect as if they had been made at the Closing (except to the Company shall be deemed extent any such representations and warranties expressly relate to have represented a particular date, in which case such representations and warranted that this is sowarranties are true and correct as of such particular date) and (after giving effect to any materiality or other qualifiers contained therein); (ii) the Company shall have performed and complied in all material respects with all covenants agreements, obligations and conditions contained in this Agreement that are required to be performed prior to or complied with by it on or before the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains and shall have obtained all approvals, consents and qualifications necessary to complete the purchase or and sale and delivery of the Repurchased Stock and Warrantsdescribed herein; (iii) the Company no governmental authority or body shall have delivered enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order enjoining, suspending or otherwise prohibiting or making illegal the consummation of the transactions contemplated at the Closing, any stop order suspending the effectiveness of the Registration Statement shall be or shall have been in effect, or any proceedings for such purpose or pursuant to Masco duly executed amendments to Section 8A under the Corporate Services AgreementSecurities Act shall be or shall have been pending before or threatened by the Commission; (iv) the Engagement Letter shall be in full force and effect and none of the parties thereto shall have asserted any claim or initiated any action pursuant thereto; (v) the Underwriters shall have purchased, concurrently with the purchase of the Shares by the Investor hereunder, the Corporate Opportunities Agreement, and the Amended and Restated Initial Securities Purchase Agreement, substantially (as defined in the forms attached hereto as Exhibits B, C, and D, respectivelyUnderwriting Agreement) at the IPO Price (less any applicable underwriting discounts or commissions); and (ivvi) there the Investor shall be a simultaneous closing have received an opinion of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. company counsel, ▇▇▇▇▇▇▇▇▇▇ LLP, addressed to the Investor and reasonably satisfactory to it.

Conditions to the Closing. (a) It shall be a condition The obligations of Investment Bank to exchange the Company's obligation to purchase Debt Obligations for the Repurchased Stock and Warrants Shares at the Closing thatshall be subject to the satisfaction of the following conditions: (i) Merck shall have furnished to Investment Bank an opinion of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, dated the date of the Closing, to the effect set forth in Exhibit 1 hereto. (ii) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition shall be in effect preventing the consummation of the transactions contemplated hereunder. (iii) The representations and warranties of Masco Merck in this Agreement shall be true and correct in all material respects (on and by the tendering as of the Repurchased Stock date of the Closing, with the same effect as if made on such date, and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco Merck shall have complied in all material respects with all covenants required the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery date of the Repurchased Stock Closing, and Warrants; (iii) the Company Merck shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms furnished to Investment Bank a certificate of Merck, in form reasonably acceptable satisfactory to the Company in order Investment Bank signed by an officer of Merck, dated the date of the Closing, to repurchase the Repurchased Stock and Warrants;foregoing effects. (iv) Masco All of the conditions to the obligations of the Underwriters to purchase and pay for the Shares to be delivered at the Closing as set forth in Section 8 of the Underwriting Agreement shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as been satisfied. In case any of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants such conditions shall not result in the capital have been fulfilled, this Agreement may be terminated by Investment Bank by delivering written notice of the Company being impaired under the Delaware General Corporation Lawtermination to Merck and Medco. (b) It shall be a condition to the The obligations of Masco Merck to sell exchange the Repurchased Stock and Warrants Shares for the Debt Obligations at the Closing thatshall be subject to the satisfaction of the following conditions: (i) the The representations and warranties of the Company Investment Bank in this Agreement shall be true and correct in all material respects (on and by tendering as of the Purchase Price at date of the Closing Closing, with the Company shall be deemed to have represented same effect as if made on the date of the Closing, and warranted that this is so) and the Company Investment Bank shall have complied in all material respects with all covenants required the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;date of the Closing. (ii) there is not All of the conditions to the obligations of the Selling Stockholders (as defined in effect the Underwriting Agreement) to deliver the Shares and the shares acquired under the Parallel Exchange Agreement to be delivered at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery Closing upon payment therefor set forth in Section 9 of the Repurchased Stock and Warrants; (iii) the Company Underwriting Agreement shall have delivered been satisfied. In case any of such conditions shall not have been fulfilled, this Agreement may be terminated by Merck by delivering written notice of termination to Masco duly executed amendments Investment Bank, the Parallel Investment Bank and Medco. Any such termination shall be without liability of any party to any other party except to the Corporate Services Agreement, the Corporate Opportunities Agreement, extent provided in Sections 7 and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing 10 of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇Underwriting Agreement.

Conditions to the Closing. (a) It The obligations of DCNA and DDC Holdings to consummate the transactions contemplated by this Agreement shall be a condition subject to the Company's obligation to purchase satisfaction of each of the Repurchased Stock and Warrants at the Closing thatfollowing conditions: (i) no statute, rule, regulation, executive order, decree, ruling or permanent injunction (each, a "Law") shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the acquisition of the Shares by DCNA or its Permitted Assignee or either of them illegal or otherwise restrains or prohibits the acquisition of the Shares by DCNA or its Permitted Assignee; and (ii) any waiting period applicable to the consummation of the transactions contemplated hereby under the HSR Act and the EU Council Regulation 4064/89, as amended, shall have expired or been terminated. (b) The obligations of DDC Holdings to consummate the transactions contemplated by this Agreement shall also be subject to the satisfaction or waiver by DDC Holdings of the following additional conditions: (i) each of the representations and warranties of Masco DCNA contained in this Agreement and of DCNA and Purchaser contained in the Merger Agreement shall be true and correct in all material respects (and by the tendering as of the Repurchased Stock Closing Date as though made on and Warrants by Masco at as of the Closing Masco Date, except that those representations and warranties which address matters only as of a particular date shall remain true and correct in all materials respects as of such date (PROVIDED, HOWEVER, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 1.03(b)(i) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be deemed to have represented true and warranted that this is so) correct in all respects), and Masco DDC Holdings shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of DCNA to such effect; and (ii) DCNA shall have performed or complied in all material respects with all agreements and covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale this Agreement and delivery of the Repurchased Stock DCNA and Warrants; (iii) the Company Purchaser shall have obtained any waiver performed or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all agreements and covenants required by the Merger Agreement, in each case, to be performed or complied with by each of them on or prior to the Closing Date;, and DDC Holdings shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of DCNA to such effect. (iic) there is not in effect at The obligations of DCNA to consummate the time any preliminary transactions contemplated by this Agreement are subject to the satisfaction or permanent injunction or other order waiver by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery DCNA of the Repurchased Stock and Warrants; (iii) the Company shall have delivered conditions set forth in Annex A attached to Masco duly executed amendments to the Corporate Services this Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇.

Conditions to the Closing. Section 8.1 Conditions of the Seller and the Purchaser to Close. The obligations of the Seller and the Purchaser to consummate the Closing are subject to the satisfaction of the following conditions: (a) It Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of any applicable Requirements of Law shall prohibit the consummation of the Closing. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction and no statute, rule or regulation of any Governmental Authority preventing the consummation of the purchase and sale of the Shares or any of the other transactions contemplated hereby shall be a condition in effect, and there shall be no pending actions brought by any Governmental Authority seeking any such order or injunction. (d) All actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Closing shall have been taken, made or obtained. Section 8.2 Conditions to the Company's Obligation of the Purchaser to Close. The obligation of the Purchaser to purchase the Repurchased Stock Shares and Warrants at to perform its other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Purchaser of the following conditions on or before the Closing that:Date. (ia) the The representations and warranties of Masco the Seller in ARTICLE III that are (i) qualified by “materiality,” “Material Adverse Effect” or similar qualifiers shall be true and correct in all material respects (and by the tendering as of the Repurchased Stock Closing Date with the same effect as though made at and Warrants as of such date and (ii) not qualified by Masco at “materiality,” “Material Adverse Effect” or similar qualifiers shall be true and correct as of the Closing Masco shall be deemed to have represented Date with the same effect as though made at and warranted that this is soas of such date. (b) and Masco The Seller shall have performed and complied in all material respects with all covenants of its agreements set forth herein that are required to be performed prior to by the Seller on or before the Closing Date;. (iic) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco The Seller shall have delivered to the Company duly executed amendments Purchaser a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Seller, certifying to the Corporate Services Agreement, dated as of January 1, 1987, effect that the Corporate Opportunities Agreement, dated as of May 1, 1984, conditions set forth in Section 8.2(a) and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively;Section 8.2(b) have been satisfied. (vd) Masco The Seller shall have delivered to the Company a Purchaser certificates representing the Shares, each duly endorsed in blank in proper form for transfer. (e) If requested by the Purchaser, all resignations of the members of the Board of Directors and officers of the Companies shall have been delivered to the Purchaser. (f) The Seller shall have executed and delivered to the Purchaser the Estimated Closing Date Certificate and the Settlement Statement. (g) The Seller shall have duly executed termination and delivered to the Purchaser a certificate of non-foreign status of the Warrant Seller as to the sale of the Shares in such form and substance as is reasonably acceptable to the Purchaser in conformance with Treasury Regulation Section 1.1445-2(b). (h) The Seller shall have executed and delivered to the Purchaser the Escrow Agreement, dated the Trademark License Agreement and the Transition Services Agreement. (i) The Seller shall have delivered to the Purchaser copies of (i) all notices to or consents of any Governmental Authority or other Person identified on Section 3.3 of the Seller Disclosure Schedules and (ii) evidence that each Material Contract and Permit not previously held by the Companies has been duly assigned to the Companies. Section 8.3 Conditions to the Obligation of the Seller to Close. The obligations of the Seller to sell the Shares to the Purchaser and to perform its other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Seller of the following conditions on or before the Closing Date: (a) The representations and warranties of the Purchaser in ARTICLE IV that are (i) qualified by “materiality” or similar qualifiers shall be true and correct as of March 31, 1993, between Masco the Closing Date with the same effect as though made at and the Company; as of such date and (viii) there not qualified by “materiality” or similar qualifiers shall be a simultaneous closing true and correct as of the Company's repurchase Closing Date with the same effect as though made at and as of 1,000,000 shares such date except where the failure of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) such representations and warranties to be true and correct would not have a material adverse effect on the purchase ability of the Repurchased Stock and Warrants shall not result in Purchaser to consummate the capital of the Company being impaired under the Delaware General Corporation Lawtransactions contemplated hereby. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company The Purchaser shall have performed and complied in all material respects with all covenants of its agreements set forth herein that are required to be performed prior to by the Purchaser on or before the Closing Date;. (iic) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company The Purchaser shall have delivered to Masco duly executed amendments the Seller a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Purchaser, certifying to the Corporate Services effect that the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied. (d) The Purchaser shall have executed and delivered to the Seller the Escrow Agreement, the Corporate Opportunities Agreement, Trademark License Agreement and the Amended and Restated Securities Purchase Transition Services Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇.

Conditions to the Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) It If a post-effective amendment to the Registration Statement is required to be filed under the Securities Act, such post-effective amendment shall have become effective, and the Representative shall have received notice thereof, not later than 5:00 P.M., New York City time, on the date of this Agreement; if applicable, the Rule 462(b) Registration Statement shall have become effective by 10:00 a.m. New York City time on the business day following the date of this Agreement; no order suspending the effectiveness of the Registration Statement shall be a condition in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the Company's obligation extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to purchase the Repurchased Stock reasonable satisfaction of the Representative. (b) Subsequent to the execution and Warrants at the Closing that:delivery of this Agreement, (i) (A) no downgrading shall have occurred in the rating accorded the Notes or any other debt securities of or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act and (B) no such organization shall have given any notice of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change in its rating of the Notes or of any other debt securities of or guaranteed by the Company or any of its subsidiaries; and (ii) no event or condition of a type described in Section 4(l) hereof shall have occurred or shall exist, which event or condition is not described in the Prospectus or Time of Sale Information (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives makes it impracticable to proceed with the offering, sale or delivery of the Notes on the terms and in the manner contemplated by this Agreement and the Prospectus and Time of Sale Information. (c) The Representatives shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (b)(i) above and to the effect that the representations and warranties of Masco shall be the Company contained in this Agreement are true and correct in all material respects (and by the tendering as of the Repurchased Stock Closing Date and Warrants by Masco at that the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have Company has complied in all material respects with all covenants required of the agreements and satisfied in all material respects all of the conditions on its part to be performed prior to or satisfied on or before the Closing Date;. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (iid) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company The Representatives shall have obtained any waiver or consent required under received on the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; Closing Date (ivi) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as an opinion of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Vice President and Associate General Counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit A-1, (ii) an opinion of ▇▇▇; and (vii) the purchase ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Senior Vice President and General Counsel of the Repurchased Stock Company, dated the Closing Date, to the effect set forth in Exhibit A-2 and Warrants shall not result (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, dated the Closing Date, to the effect set forth in the capital of the Company being impaired under the Delaware General Corporation LawExhibit A-3. (be) It The Underwriters shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at have received on the Closing that: (i) the representations and warranties Date an opinion of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel for the Underwriters, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Underwriters shall have received on the date hereof and on the Closing Date a letter, dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriters, from the Company’s independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Prospectus and Time of Sale Information. (g) On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters shall reasonably request.

Conditions to the Closing. (a) It The obligations of Seller to consummate the transactions contemplated by this Agreement shall be a condition subject to the Company's obligation fulfillment on or prior to purchase the Repurchased Stock and Warrants at the Closing thatDate of each of the following conditions: (i) All the representations and warranties of Masco Purchaser contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct in all material respects (and by the tendering as of the Repurchased Stock date made and Warrants by Masco at the Closing Masco shall be (having been deemed to have represented been made again on and warranted that this is so) and Masco shall have complied in all material respects with all covenants required to be performed prior to as of the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (on and by tendering the Purchase Price at as of the Closing Date, except as affected by transactions permitted by this Agreement and except to the Company shall be deemed to have represented and warranted extent that this any such representation or warranty is so) and the Company made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (ii) Purchaser shall have performed and complied with in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date;. (b) The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions: (i) All the representations and warranties of Seller and the contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct in all material respects as of the date made and (having been deemed to have been made again on and as of the Closing Date) shall be true and correct in all material respects on and as of the Closing Date, except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company Seller shall have delivered performed and complied with in all material respects all covenants and agreements required by this Agreement to Masco duly executed amendments be performed or complied with by Seller on or prior to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇Closing Date.

Conditions to the Closing. (a) It shall The obligation of the Purchaser herein to purchase and pay for the Notes to be a condition sold to the Company's obligation to purchase the Repurchased Stock and Warrants at Purchaser on the Closing that: (i) Date, and the representations and warranties obligation of Masco shall be true and correct in all material respects (and by each party to consummate the tendering of transactions contemplated hereby is subject to the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have complied in all material respects with all covenants required to be performed fulfillment, on or prior to the Closing Date;, of the following conditions: (iia) there is not Each Borrower, shall have each performed and complied with all of its obligations contained in effect this Agreement and the other Transaction Documents required to be performed or complied with by it prior to or upon the Closing Date, and at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains thereof, after giving effect to the purchase or issuance and sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987Notes, the Corporate Opportunities Agreement, dated as of May 1, 1984, Trust Agreement and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there other Transaction Documents shall be a simultaneous closing in full force and effect and no condition or event shall exist that constitutes or that, after notice or lapse of the Company's repurchase time or both, would constitute an Event of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation LawDefault thereunder. (b) It All corporate and other proceedings in connection with the transactions contemplated by the Transaction Documents, all documents and instruments incident to such transactions and all proceedings under the Trust Agreement, shall be a condition satisfactory to the obligations Purchaser and the Trustee, and the Purchaser and the Trustee shall have received all such counterpart originals or certified or other copies of Masco such documents as the Purchaser and the Trustee may reasonably request. (c) The Purchaser, the Borrowers and the Trustee shall have each received executed copies of the Transaction Documents in a form acceptable to sell such Purchaser, the Repurchased Stock Borrowers and Warrants at the Trustee. (d) The Purchaser shall have received opinions from counsel for the Trustee with respect to matters as the Purchaser may reasonably request, addressed to such Purchaser, dated as of the Closing that:Date and otherwise reasonably satisfactory in substance and form to such Purchaser. (ie) The Purchaser shall have received such additional certificates, instruments and other documents, including without limitation certified copies of resolutions adopted by the representations Borrowers and warranties the Trustee as such Purchaser may reasonably request, including, without limitation, to evidence the authority of the Company shall be true Trustee to act under the Trust Agreement. (f) All fees, charges and correct taxes in all material respects (connection with the execution, delivery, registration, recordation, filing or publication of any Transaction Document and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants any other agreement or instrument, financing statement or any publication of notice required to be performed prior executed, delivered, registered, recorded, filed or published to protect the Closing Date;validity and priority of the assignments, liens and pledges in the Transaction Documents shall have been paid in full by the Borrowers. (iig) there is not in effect at the time any preliminary or permanent injunction or other order A PPN issued by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company Standard & Poor’s CUSIP Service Bureau shall have delivered to Masco duly executed amendments to been obtained for the Corporate Services Agreement, Note by the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇Borrowers.

Conditions to the Closing. 5.1 Conditions to Each Party’s Obligation to Effect the Closing. The respective obligations of the Company and the Purchasers to effect the Closing shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) It (x) All conditions precedent to the closing of the transactions contemplated by that certain Membership Interest Purchase Agreement, dated as of the date hereof, by and among Revolution Lighting Technologies – Energy Source, Inc., a wholly-owned subsidiary of the Company, Energy Source, LLC and the sellers party thereto (the “Membership Interest Purchase Agreement”) shall have been satisfied or waived (to the extent permitted by Law); (y) a duly authorized officer of the Company shall have delivered a certified Closing Notice to the Purchasers; and (z) the Chief Executive Officer, the President or the Chief Financial Officer of the Company shall have certified to the Purchasers that the Company has received wire transfer instructions to transfer payment for its funding obligations as required pursuant to Membership Interest Purchase Agreement, which the Company shall execute immediately following receipt of funding from the Purchasers. 5.2 Conditions to Each Purchaser’s Obligation to Effect the Closing. The obligations of each Purchaser to purchase and pay for the Shares shall be a condition subject to the Company's obligation satisfaction (or waiver, if permissible under applicable Law) on or prior to purchase the Repurchased Stock and Warrants at the Closing thatDate of the following conditions: (ia) Each of the representations and warranties of Masco the Company contained in Article II hereof shall be true and correct in all material respects (on and by the tendering as of the Repurchased Stock date hereof (provided, however, that such qualification shall only apply to representations and Warrants warranties not otherwise qualified by Masco at materiality) and on and as of the Closing Masco shall Date (or, if given as of a specific date, at and as of such date) with the same effect as though such representations and warranties had been made as of the Closing, except where the failure to be deemed so true and correct has not had, and would not reasonably be expected to have represented and warranted that this is sohave, individually or in the aggregate, a Material Adverse Effect. Table of Contents (b) and Masco The Company shall have performed and complied in all material respects with all covenants covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing. (c) The Company will have delivered to the Purchasers a certificate signed on its behalf by a duly authorized officer certifying that the conditions specified in Sections 5.2(a) and 5.2(b) hereof have been fulfilled. 5.3 Conditions to the Company’s Obligation to Effect the Closing. The obligations of the Company to sell the Shares to the Purchasers shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery Date of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing thatfollowing conditions: (ia) Each of the representations and warranties of the Company each Purchaser contained in Article III hereof shall be true and correct in all material respects on and as of the date hereof (provided, however, that such qualification shall only apply to representations and warranties not otherwise qualified by tendering the Purchase Price at materiality) and on and as of the Closing Date with the Company shall be deemed to have represented same effect as though such representations and warranted that this is sowarranties had been made as of the Closing. (b) and the Company The Purchasers shall have performed and complied in all material respects with all covenants covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed prior to or complied with by them on or before the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇Closing.

Conditions to the Closing. Immediately prior to the Effective Time, the Company and the Parent shall cause to be delivered to each other or to have received the following: (a) It shall be a condition to A certificate, dated the Company's obligation to purchase date of the Repurchased Stock Effective Time of the chief executive and Warrants at the Closing that: (i) the chief financial officer certifying that all representations and warranties of Masco shall be made herein are true and correct in all material respects (and by the tendering as of the Repurchased Stock date made and Warrants by Masco at as of the Closing Masco shall be deemed to have represented Effective Time and warranted that this is so) and Masco shall have complied in all material respects with all covenants agreements or other actions required to be performed prior to the Closing Date;Effective Time as a condition to consummating the Merger have been performed or taken and such conditions satisfied in accordance with the terms of this Agreement. (iib) there is not An opinion of counsel to the Company dated the date of the Effective Time in form and substance satisfactory to the Parent and its counsel as to the matters set forth in Sections 3.1, 3.2, 3.3 and 3.6 and such other matters as the Parent shall request, which opinion may contain customary exceptions and qualifications. (c) An opinion of counsel to the Parent and the Purchaser dated as of the Effective Time as to each of the matters set forth in Sections 4.1, 4.2, 4.3 and 4.6, and such other matters as the Company may request, which opinion may contain customary exceptions and qualifications. (d) An opinion of tax counsel to the Company to the effect at that the time any preliminary Merger will constitute a reorganization that qualifies under Section 368(a)(i)(A) of the Internal Revenue Code of 1986. (e) No statute, rule, regulation, executive order, decree, or permanent injunction shall have been enacted, entered, promulgated or other order enforced by any court of competent jurisdiction in the United States or governmental authority having jurisdiction domestic Governmental Authority which prevents prohibits or restrains restricts the purchase or sale and delivery consummation of the Repurchased Stock and Warrants;Merger. (iiif) the Company There shall have obtained been no material adverse change in the business, properties, or financial condition of any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable party to the Company in order to repurchase the Repurchased Stock and Warrants;this Agreement. (ivg) Masco All parties shall have delivered all documents, exhibits and schedules and taken all other actions required by this Agreement. (h) All representations and warranties of any party shall be true and effective as of the Effective Time. (i) At the Closing, each Shareholder shall deliver a release of all claims he may have against the Company or any Subsidiary. (j) Stockholders of the Parent constituting a majority of shares outstanding at a duly called stockholders' meeting, following the filing and clearance of a proxy statement meeting the requirements of Exchange Act shall have voted to approve the issuance of the Parent Common Stock comprising the Merger Consideration and the Merger Consideration shall be issued. (k) The Parent shall have received approval of the listing of the shares of Parent's Common Stock on the American Stock Exchange. (l) The parties to the Company duly Merger shall have executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially delivered agreements in the forms attached hereto as form of Exhibits BA, C, B and D, respectively;C. (vm) Masco shall have delivered to All shareholders of the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. other than Messrs. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock ▇ and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇▇ shall have executed and delivered a letter joining in the representations contained in Section 3.20 hereof and a release of all claims he or she may have against the Company or any Subsidiary.

Conditions to the Closing. (a) It shall be a condition Section 7.1 Conditions to the Company's obligation Obligations of the Purchaser. The obligations of Purchaser to purchase consummate the Repurchased Stock and Warrants at Transactions are subject to the Closing thatsatisfaction of the following further conditions: (i) the representations applicable waiting period under the HSR Act relating to the Purchase and warranties of Masco shall be true and correct in all material respects (and by the tendering of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco Sale shall have complied in all material respects with all covenants required to be performed prior to the Closing Dateexpired or been terminated; (ii) there is not the governmental and third party notices, authorizations, consents, orders or approvals set forth on Schedule 7.1 shall have been obtained and be in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrantseffect; (iii) (A) no federal, state or foreign court, arbitrator or governmental body, agency or official shall have issued any order, and there shall not have been adopted or promulgated any statute, rule or regulation, prohibiting the consummation of the Purchase and Sale, or, except for orders, statutes, rules and regulations of general effect, limiting or restricting Purchaser's conduct or operation of the business of the Company after the Purchase and Sale in a manner that would not have a Material Adverse Effect, and (B) no proceeding seeking to prohibit, alter or prevent the Purchase and Sale shall have obtained been instituted by any waiver governmental agency or consent required under the Credit Agreement authority before any court, arbitrator or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock governmental body, agency or official and Warrantsbe pending; (iv) Masco (A) each of the Avalon Parties shall have delivered performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Company duly executed amendments Closing and the representations and warranties set forth in Articles III and IV of this Agreement shall be true (disregarding all exceptions therein for materiality and Material Adverse Effect) at and as of the Closing Date as if remade at and as of such date (disregarding all exceptions therein for materiality and Material Adverse Effect) at and as of such date with such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect and (B) Purchaser shall have received a certificate signed by the Parent on behalf of the Avalon Parties to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectivelyforegoing effect; (v) Masco Purchaser shall have received (A) the documents to be delivered by Parent pursuant to Section 2.5 of the Agreement and (B) all customary documents that the Purchaser may reasonably request relating to the Company a duly executed termination existence of the Warrant Avalon Companies and the Avalon Subsidiaries and the authority of each of the Avalon Parties to enter into this Agreement, dated as of March 31, 1993, between Masco all in form and reasonably satisfactory to the CompanyPurchaser; (vi) there shall be a simultaneous closing all notices to and authorizations, consents, orders and approvals from applicable Franchise Authorities necessary to transfer control of Franchises in which in the aggregate the Applicable Percentage of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital Basic Subscribers of the Company being impaired under and its Subsidiaries are located shall have been obtained and be in effect. For purposes of this Section 7.1(vi), the Delaware General Corporation Law. term "Applicable Percentage" means (bx) It shall be a condition to in the obligations of Masco to sell the Repurchased Stock and Warrants at event that the Closing that: occurs on or prior to November 30, 1999, ninety-percent (i90%), or (y) in the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at event the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; occurs on or after December 1, 1999, eighty-five percent (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively85%); and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇.

Conditions to the Closing. (a) It shall be a condition The obligation of the Purchasers to consummate the Company's obligation to purchase the Repurchased Stock and Warrants transactions contemplated herein at the Closing that: are subject to the satisfaction (i) the representations and warranties of Masco shall be true and correct in all material respects (and or waiver by the tendering Purchasers) of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing thatfollowing conditions: (i) the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (and by tendering as of the Purchase Price at date of the Closing the Company shall be deemed to have represented and warranted that this is so) and Closing; the Company shall have performed, satisfied and complied in all material respects with all covenants covenants, agreements, and conditions required by this Agreement to be performed prior to performed, satisfied or complied with by it at or before the Closing DateClosing; (ii) there is all consents, approvals, authorizations, exemptions and waivers from Governmental Entities that shall be required in order to enable the Purchasers to consummate the transactions contemplated hereby shall have been obtained (except for such consents, approvals, authorizations, exemptions and waivers, the absence of which would not in effect at the time any preliminary prohibit consummation of such transactions or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrantsrender such consummation illegal); (iii) there shall not have been issued any injunction, order or other decree or enacted any Law which prevents the Company shall have delivered to Masco duly executed amendments to consummation of the Corporate Services Agreement, transactions contemplated by any of the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; andTransaction Documents; (iv) there shall not have been instituted, pending or threatened any action, suit or proceeding by or before any court or Governmental Entity (A) which may be a simultaneous closing reasonably expected to enjoin consummation of the Company's repurchase transactions contemplated by any of 1,000,000 shares the Transaction Documents or (B) otherwise affecting the Purchasers, the Company or any of Common Stock from their respective subsidiaries or affiliates which may reasonably be expected to have a material adverse effect on the Purchasers or a Material Adverse Effect; (v) there shall not have occurred after May 31, 1999 any material adverse change or any development involving a prospective material adverse change (including as a result of any change in the Law) which has caused or is reasonably likely to cause a Material Adverse Effect except for those disclosed in Schedule 3.5; (vi) ▇▇. ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Company, shall have delivered to the Purchasers an opinion dated the date of the Closing, in form reasonably satisfactory to the Purchasers, with respect to the matters set forth in Exhibit B hereto; (vii) all corporate proceedings taken in connection with the transactions contemplated hereby, and all documents necessary to the consummation thereof, shall be reasonably satisfactory in form and substance to the Purchasers and counsel to the Purchasers; (viii) the Company shall have received from The Nasdaq Stock Market, Inc. confirmation that the consummation of the transactions contemplated herein, including the issuance and sale of the Securities, the surrender and exchange by the ▇▇▇▇▇ Funds (defined below) of the Notes (defined below) for shares of the Company's Common Stock and Common Stock Purchase Warrants and the Amendment (defined below) of the Option Agreements, will permit the Company to retain its Common Stock listing on the National Association of Securities Dealers, Inc. Automated Quotation System Small Cap Market; and (ix) ▇▇▇▇▇ Partners III, L.P., a Delaware limited partnership, and the Company shall have executed and delivered the amendment to certain option agreements in the form annexed hereto as Exhibit C (the "Amendment") and the ▇▇▇▇▇ Funds shall have exchanged $900,000 of the principal amount of the Notes for shares of the Company's Common Stock and Warrants.

Conditions to the Closing. The Closing Date shall not occur and the Lenders shall not be obligated to make Revolving Loans (aif any) It shall be a condition to the Company's obligation to purchase the Repurchased Stock and Warrants at on the Closing thatDate, nor shall the Lenders, the Deal Agent, the Backup Servicer or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder until all of the following conditions, after giving effect to any proposed Revolving Loan to be made on the Closing Date, in each case, have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent and each Lender: (i) Each Transaction Document shall have been duly executed by, and delivered to, the representations parties hereto and warranties thereto and the Deal Agent and the Lenders shall have received such other documents, instruments, agreements and legal opinions as the Deal Agent or any Lenders shall request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Schedule of Masco Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent and the Lenders, and (ii) an executed Note in favor of each Lender shall be true have been delivered to the applicable Lender. (b) The Deal Agent and correct in the Lenders shall have received (i) satisfactory evidence that the Borrower, the Originator and the Servicer have obtained all material respects (required consents and by approvals of all Persons, including all requisite Governmental Authorities, to the tendering execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the Repurchased Stock transactions contemplated hereby or thereby, or (ii) an Officer’s Certificate from each of the Borrower, the Originator and Warrants by Masco at the Closing Masco Servicer in form and substance satisfactory to the Deal Agent and the Lenders affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate shall in no way limit the recourse of the Deal Agent or any other Secured Party against the Borrower, the Originator or the Servicer for a breach of its representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Originator and the Servicer shall each be deemed to have represented and warranted that this is so) and Masco shall have complied in compliance in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale Applicable Laws and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered an Officer’s Certificate to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, Deal Agent and the Amended Lenders as to this and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous other closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Lawmatters. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇.

Conditions to the Closing. (a) It shall be a condition The obligation of the parties hereto are subject to the Company's obligation satisfaction or waiver of the respective conditions to purchase the Repurchased Stock performance of their respective obligations under this Agreement and Warrants at the receipt of all necessary government or other regulatory approvals and the expiration of any applicable waiting periods required before the transactions contemplated hereby can be validly effectuated. (b) The obligations of Pointe hereunder are subject to the further conditions that, on or prior to the Closing thatDate: (i) Republic shall have supplied Pointe with such information and records relating to the Deposit Accounts, the Loans, the Contracts, the Leases, the Fixed Assets and the Other Loans at such times as Pointe may reasonably request; (ii) All corporate and other proceedings in connection with the transactions contemplated herein and all documents incident thereto shall be reasonably satisfactory in form and substance to Pointe and its counsel, and Pointe shall have received such other documents and instruments of transfer incident to the transaction as Pointe or such counsel shall reasonably request in form and substance reasonably acceptable to Pointe and such counsel; (iii) The representations and warranties of Masco made by Republic herein shall continue to be true and correct in all material respects (on and by the tendering as of the Repurchased Stock and Warrants by Masco at Closing Date as if they had been made on the Closing Masco shall be deemed to have represented Date and warranted that this is so) and Masco Republic shall have performed and substantially complied in all material respects with all covenants agreements and conditions in this Agreement required to be performed prior to or complied with by it on or before the Closing Date; (iiiv) there To the extent required by applicable law and regulations, the DBF, the FRB-A and any other governmental agencies whose approval is not in effect at necessary shall have approved the time any preliminary or permanent injunction or other order acquisition by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery Pointe of the Repurchased Stock Deposit Accounts, the Loans, the Contracts and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Subject Offices, all as contemplated by this Agreement, dated as without the imposition of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectivelyany conditions to which Pointe reasonably objects; (v) Masco No action or proceeding shall have delivered been instituted or, to the Company a duly executed termination best knowledge of Republic, threatened, on or before the Closing Date pertaining to the transactions contemplated hereby the result of which could be materially adverse to the operation by Pointe of the Warrant Agreement, dated as of March 31, 1993, between Masco and the CompanySubject Offices; (vi) Between the date hereof and the Closing Date, there shall be a simultaneous closing have been no material damage to or destruction or condemnation of the Company's repurchase Subject Offices, the improvements, furniture, fixtures, equipment or other assets in or on the Subject Offices or of 1,000,000 shares any other property subject to this Agreement; provided, however, that Pointe may elect to purchase all of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; andthe property subject to this Agreement in the event of such damage, destruction or condemnation at the price agreed upon pursuant to Section 5 hereof, such purchase price to be reduced (to the extent such damage or destruction is not fully covered by insurance, the proceeds of which are assigned and paid to Pointe) in the same proportion as the reduction in market value of such property attributable to such damage, destruction or condemnation. (vii) the purchase Effective as of the Repurchased Stock Closing Date, the Town & Country Branch shall be closed and Warrants the Deposits and Loans associated with the Town & Country Branch shall not result in have been transferred to the capital of the Company being impaired under the Delaware General Corporation LawSouth Miami Branch. (bc) It shall be a condition The obligations of Republic hereunder are subject to the obligations of Masco conditions that on or prior to sell the Repurchased Stock and Warrants at the Closing thatDate: (i) All corporate and other proceedings in connection with the transactions contemplated herein and all documents incident thereto shall be reasonably satisfactory in form and substance to Republic and its counsel, and Republic shall have received such other documents incident to the transaction as Republic or such counsel shall reasonably request; (ii) The representations and warranties of the Company Pointe hereunder shall continue to be true and correct in all material respects (on and by tendering the Purchase Price at as of the Closing Date as if they had been made on the Company shall be deemed to have represented Closing Date and warranted that this is so) and the Company Pointe shall have substantially complied in all material respects with all covenants agreements and conditions in this Agreement required to be performed prior to or complied with by it on or before the Closing Date; (iiiii) there To the extent required by applicable law and regulations, the DBF, the FRB-A, and any other governmental agency whose approval is not in effect at necessary, shall have approved the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery transfer by Republic of the Repurchased Stock Deposit Accounts, the Loans, the Contracts and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Subject Offices, all as contemplated by this Agreement, without the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; andimposition of any conditions to which Republic reasonably objects; (iv) there No action or proceeding shall have been instituted or, to the best knowledge of Pointe threatened, on or before the Closing Date pertaining to the transactions contemplated hereby, the results of which could be a simultaneous closing materially adverse to the operation by Pointe of the Company's repurchase Subject Offices; (v) Pointe shall have converted the electronic data processing and accounting records associated with the Subject Offices to its own system in accordance with the provisions of 1,000,000 shares Section 6 of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇this Agreement.

Conditions to the Closing. All obligations of each Stockholder hereunder to take the actions contemplated by this Agreement and otherwise take the action necessary to consummate the Closing, are subject to the fulfillment of each of the following conditions: (a) It The final terms and conditions of each of the Ancillary Agreements shall have been agreed upon by each of the parties signatories thereto; (b) All actions, proceedings, instruments, opinions and documents required to carry out this Agreement and the Ancillary Agreements or incidental hereto or thereto, and all other related legal matters, shall be a condition reasonably satisfactory to the Company's obligation respective legal counsel of the Parties; (c) All other terms, covenants and conditions of this Agreement and the Ancillary Agreements to purchase be complied with and performed by the Repurchased Stock respective parties hereto and Warrants thereto prior to or at the Closing that: (i) the representations shall have been complied with and warranties of Masco shall be true and correct performed in all material respects (with the right of such parties in compliance with such terms, covenants and conditions to waive the non-compliance by the tendering other Party); (d) No action, suit, proceeding or investigation by or before any court, administrative agency or other governmental authority shall have been instituted or threatened to restrain, prohibit or invalidate any of the Repurchased Stock transactions contemplated by this Agreement or any Ancillary Agreements; (e) All consents and Warrants approvals of third parties required for the performance by Masco at each Party and the Ancillary Agreements, the consummation of the transactions herein or therein contemplated and the fulfillment of and compliance with the terms and conditions hereof and thereof, shall have been obtained or valid waivers or consents obtained. Neither Party shall deliberately cause any condition set forth in this Article 11 not to be satisfied, and each Party shall, as to events, causes and circumstances within its control, take such action as shall be reasonably necessary to cause such condition to be satisfied and shall keep the other Party currently informed as to the status of such actions. In the event the Closing Masco takes place, each Party shall be deemed to have represented and warranted to the other Party as of the Closing Date that this is so) and Masco all of the aforementioned conditions precedent to such Party's obligations hereunder shall have complied in all material respects with all covenants required to be performed been fulfilled prior to or as of the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇.

Conditions to the Closing. The obligation of the Purchaser ------------------------- hereunder to purchase the Convertible Securities and the Warrant to be purchased by it on the Closing Date is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Purchaser's sole benefit and may be waived by the Purchaser at any time in the Purchaser's sole discretion: (a) It shall be a condition to the Company's obligation to purchase the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of Masco shall be true and correct in all material respects (and by the tendering of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the The Company shall have obtained any waiver or consent required under executed the Credit signature page to this Agreement, the Warrant and the Registration Rights Agreement or shall have obtained substitute financing on terms reasonably acceptable and delivered the same to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation LawPurchaser. (b) It The Company shall have delivered a duly executed Note (in such denominations as the Purchaser shall request) being so purchased by the Purchaser at the Closing. (c) The Common Stock, including all Conversion Shares and Warrant Shares, shall be a condition listed on The Nasdaq Small Cap Market and the Company shall use its best efforts to become listed on the obligations Nasdaq National Market System or the New York Stock Exchange (individually or collectively, "Exchange") and trading in the Common Stock shall not have been suspended by the Exchange, the SEC or any other regulatory authority and no de- listing or suspension shall be reasonably likely to occur in the judgment of Masco to sell the Repurchased Stock and Warrants at Purchaser for the Closing that:foreseeable future. (id) the The representations and warranties of the Company shall be true and correct in all material respects (as of the date when made and by tendering the Purchase Price at as of the Closing the Company shall be deemed to have represented and warranted as though made at that this is so) time and the Company shall have performed, satisfied and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by the Company at or prior to the Closing. The Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date;to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser. (iie) there is not in effect at the time any preliminary No statute, rule, regulation, executive order, decree, ruling or permanent injunction shall have been enacted, entered, promulgated or other order endorsed by any court or governmental authority of competent jurisdiction or any self- regulatory organization having jurisdiction authority over the matters contemplated hereby which prevents or restrains prohibits the purchase or sale and delivery consummation of any of the Repurchased Stock and Warrants;transactions contemplated by this Agreement. (iiif) the Company The Purchaser shall have delivered to Masco duly executed amendments to received the Corporate Services Agreementofficer's certificate described in Section 3.3, dated as of the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; andClosing. (ivg) there The Purchaser shall be a simultaneous closing have received an opinion of the Company's repurchase counsel, dated as of 1,000,000 the Closing, in the form attached hereto as Exhibit E. --------- (h) The Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit F. --------- (i) [intentionally omitted] (j) No event has occurred which constitutes an Event of Default (as defined in the Note) or an event of default under any capitalized lease or which would constitute an Event of Default or an event of default under any capitalized lease with notice or the passage of time or both which have not been cured or waived to the satisfaction of the Purchaser. (k) The Company has timely filed an application for listing of additional shares as required under the rules of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇Nasdaq or has obtained an effective waiver of such requirement.

Conditions to the Closing. 5.1 Conditions to Obligations of each of the Sellers The obligations of each of the Sellers to effect the transactions contemplated hereby shall be, at the option of each of the Sellers, subject to fulfillment, at or prior to the Closing date, of the following additional conditions: (a) It shall be a condition to the Company's obligation to purchase the Repurchased Stock and Warrants at the Closing that: (i) the The representations and warranties of Masco the Purchaser contained in this Agreement shall be have been true and correct in all material respects (on the date such presentations and by the tendering warranties were made and as of the Repurchased Stock and Warrants by Masco at Closing Date; and (b) Each of the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have complied in all material respects with all covenants required obligations of the Purchaser to be performed by it on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed on or before the Closing Date. 5.2 Conditions to the Obligations of the Purchaser The obligations of the Purchaser to effect the transactions contemplated hereby shall be, at the option of the Purchaser, subject to fulfillment, at or prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery , of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing thatfollowing additional conditions: (ia) the The representations and warranties of each of the Company Sellers contained in the Agreement shall be have been true and correct in all material respects (on the date such representations and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented warranties were made and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior to as of the Closing Date; (iib) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery Obligations of each of the Repurchased Stock and Warrants;Sellers to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed on or before the Closing Date; [and (iiic) Resolution of the board of the directors of the Company shall have delivered been made to Masco duly executed amendments to approve the Corporate Services Agreement, sale of the Corporate Opportunities Agreement, and Shares by each of the Amended and Restated Securities Purchase Agreement, substantially in Sellers contemplated hereby.] (This condition should be added if sale of shares is restricted under the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing Articles of Incorporation of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇.)

Conditions to the Closing. (a) It shall be a condition 9.1 Notwithstanding anything to the Company's contrary contained herein, the obligation of Seller to purchase close title in accordance with this Agreement is expressly conditioned upon the Repurchased Stock fulfillment by and Warrants at as of the Closing thatDate of each of the conditions listed below, provided that Seller, at its election, evidenced by notice delivered to Purchaser at or prior to the Closing, may waive any of such conditions: (i) 9.1.1 Purchaser shall have executed and delivered to Seller all of the documents, shall have paid all sums of money and shall have taken or caused to be taken all of the other action required of Purchaser in this Agreement. 9.1.2 All representations and warranties of Masco made by Purchaser in this Agreement shall be true and correct in all material respects (and by the tendering as of the Repurchased Stock Closing Date. 9.2 Notwithstanding anything to the contrary contained herein, the obligation of Purchaser to close title and Warrants pay the Purchase Price in accordance with this Agreement is expressly conditioned upon the fulfillment by Masco and as of the Closing Date of each of the conditions listed below, provided that Purchaser, at its election, evidenced by notice delivered to Seller at or prior to the Closing, may waive all or any of such conditions: 9.2.1 Seller shall have executed and delivered to Purchaser all of the documents required to be delivered by Seller at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have complied in taken all material respects with all covenants other action required to be performed prior to the Closing Date; (ii) there is not in effect of Seller at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation LawClosing. (ba) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the All representations and warranties of the Company made by Seller in this Agreement (each a “Seller Representation” and collectively, “Seller Representations”) shall be true and correct in all material respects (as of the Closing Date, except to the extent the facts and by tendering circumstances underlying such representations and warranties may have changed as of the Closing; provided, however, that if on the Closing Date any of Seller Representations are not true and correct in all material respects, Purchaser shall in any event be required to close hereunder and pay the Purchase Price to Seller unless the breach of any Seller Representations will have, in the aggregate, a “material adverse effect” and in such event, Purchaser shall be entitled, at its option and in its sole discretion, (i) to seek recovery of its actual damages on account of such breach, up to, but not in excess of, the Closing the Company Seller Liability Cap (as hereinafter defined), in which event Purchaser shall be required to close hereunder, or (ii) terminate this Agreement. As used herein, a “material adverse effect” shall be deemed to have represented occurred if by reason of such misrepresentation the fair market value of the Property is decreased by more than three percent (3%) of the Purchase Price. For purposes hereof, a Seller Representation shall not be deemed to have been breached if the Seller Representation is not true and warranted that this is so) and the Company shall have complied correct in all material respects with all covenants required as of the Closing Date by reason of changed facts or circumstances which: (i) pursuant to the terms of this Agreement are permitted to have occurred; or (ii) did not arise by reason of a breach of any covenant made by Seller under this Agreement. (b) Notwithstanding the provisions of Section 9.2.2(a) of this Agreement, Purchaser shall have no right to terminate this Agreement pursuant to the provisions of this Section 9.2.2 as a result of the untruth of any Seller’s Representation if, within ten (10) days after the delivery of Purchaser’s notice terminating this Agreement, Seller delivers written notice to Purchaser of Seller’s intention to cure (which cure may be in the form of a credit allowed by Seller against the Purchase Price), in which event Purchaser’s notice of termination shall be tolled and Seller shall endeavor to cause such untrue Seller’s Representation to be performed corrected at or before Closing (and Seller shall be entitled to adjourn the Closing Date one or more times (but for not more than ninety (90) days in the aggregate) to effectuate such cure). If Seller fails to effectuate such cure on or before the Closing Date (as same may have been adjourned), then Purchaser shall have the right at Closing, as Purchaser’s sole remedy (Purchaser specifically waiving any right to bring an action against Seller for damages arising from Seller’s Representation which was untrue and discovered by Purchaser prior to Closing), to either: (i) terminate this Agreement by notice in writing to Seller, in which event (subject to the provisions of this Section 9.2.2(c)) the Downpayment shall be returned to Purchaser and this Agreement shall thereafter terminate and be of no further force or effect other than with respect to those provisions that expressly survive termination of this Agreement; or (ii) to seek recovery of its actual damages (but in no event shall such recovery include, nor shall Seller be liable for, consequential, speculative or punitive damages) on account of such breach, up to, but not in excess of, the Seller Liability Cap (as hereinafter defined) and accept title to the Property without any abatement of the Purchase Price. (c) If: (i) prior to the Closing Date; , Purchaser delivers notice to Seller that any Seller’s Representations are false in any material and adverse respect as hereinabove provided; and/or (ii) there is not in effect at on the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction date to which prevents or restrains Seller adjourns the purchase or sale and delivery Closing pursuant to Section 9.2.2(b) above, Purchaser delivers notice to Seller that Seller has failed to cure the relevant untrue Seller’s Representations, then Purchaser shall be required to elect one of the Repurchased Stock remedies set forth in Section 9.2.2(b) above prior to the Closing Date and Warrants;if Purchaser fails to make such an election same shall conclusively mean that Purchaser has determined to proceed under clause (i) of Section 9.2.2(b) above. Without limitation of the foregoing, on or before the earlier to occur of (x) the Closing Date or (y) the date that is ten (10) days after the date that Purchaser has actual knowledge prior to Closing that any of Seller’s Representations are untrue in any material respect, Purchaser shall deliver notice thereof to Seller stating whether Purchaser desires to proceed in respect thereof under clause (i) or clause (ii) of Section 9.2.2(b) above. In the event that Purchaser fails to so notify Seller of any such untrue Seller’s Representation(s) and/or Purchaser’s desire to proceed under clause (i) or clause (ii) of Section 9.2.2(b) above within such ten (10) day (or shorter) period, then Purchaser shall be deemed to have waived Purchaser’s right to terminate this Agreement and/or assert the untruth of such representation against Seller pursuant to the terms hereof. Without limitation of the foregoing, in the event that Purchaser has actual knowledge prior to Closing that any of Seller’s Representations are untrue in any material respect prior to the Closing Date and nonetheless proceeds to Closing without making a claim under this Section 11.3, then same shall be deemed to be a waiver by Purchaser of any further right to make a claim arising out of such untrue nature of such Seller’s Representation(s). (d) During the Survival Period, Seller shall have no liability to Purchaser for a misrepresentation or breach of a representation or warranty hereunder, if: (i) Purchaser does not provide to Seller written notice of a claim of misrepresentation or breach occurring on or prior to the expiration of the Survival Period; (ii) Purchaser had actual knowledge of the misrepresentation or breach prior to the consummation of Closing; or (iii) the aggregate amount of all claims by Purchaser for misrepresentation or breach of warranty is less than Two Hundred Fifty Thousand Dollars ($250,000.00); provided, however, that if such claims equal or exceed Two Hundred Fifty Thousand Dollars ($250,000.00), in the aggregate, Purchaser shall have the right to prosecute such claims in the full amount thereof, and not just in the amount by which such claims exceed Two Hundred Fifty Thousand Dollars ($250,000.00). The maximum amount of liability that Seller shall have under any circumstance for a misrepresentation or other breach of a representation or warranty, and any liability under any other document or instrument delivered by Seller in connection with the update at Closing of Seller’s representations and warranties contained herein) shall not exceed the total amount of One Million Dollars ($1,000,000.00) in the aggregate (the “Seller Liability Cap”); provided, however, the Seller Liability Cap shall not apply with respect to the correction of errors related to computations and calculations pursuant to Section 6.1. As security for Seller’s post-Closing liabilities with respect to the representations and warranties of Seller contained in this Agreement during the Survival Period, at Closing, Seller shall deposit in escrow with the Title Company an amount equal to the Seller Liability Cap (the “Post-Closing Escrow”), which Post-Closing Escrow shall be held pursuant to the terms and conditions of the escrow agreement annexed hereto as Exhibit 9.2.2(c) (the “Post-Closing Escrow Agreement”) during the Survival Period. Purchaser shall have the right to make a claim against the Post-Closing Escrow by delivering notice to Seller and the Title Company specifying the nature of such claim, which notice shall be delivered prior to the expiration of the Survival Period. (e) The liability of Seller under this Section 9.2.2 shall be several, not joint, and each Seller shall be liable as to the representations and warranties made as to the applicable Property owned by each Seller. 9.2.3 The Title Company shall have delivered be willing to Masco duly executed amendments insure title to the Corporate Services AgreementProperty pursuant to an ALTA 2006 Owner’s Policy of Title Insurance in the amount of the Purchase Price at regular rates and without additional premium (which shall not be deemed to include the cost of any endorsements to title requested by Purchaser), subject only to the Corporate Opportunities Permitted Exceptions and as otherwise provided in this Agreement (the “Title Policy”). 9.2.4 This Agreement, and the Amended transaction contemplated hereby, is subject to the approval by Purchaser’s board of directors, investment committee and/or other applicable group (collectively, the “Committee”). If the Committee does not approve (in its sole and Restated Securities Purchase absolute discretion) this Agreement, substantially in or the forms attached hereto transaction contemplated hereby, or Purchaser fails to notify Seller of whether the Committee has approved or disapproved this Agreement, or the transaction contemplated hereby, on or before July 30, 2014, then this Agreement shall terminate, the Deposit shall be returned to Purchaser and neither party shall have any further rights or obligations hereunder. Purchaser shall promptly notify (which notification may be given by telephone or electronic mail) Seller as Exhibits B, Cto whether the Committee has approved or disapproved this Agreement, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇transaction contemplated hereby.

Conditions to the Closing. (a) It shall be a condition to the Company's The obligation of Purchaser hereunder to purchase the Repurchased Stock Shares and Warrants at to be purchased by it on the Closing thatDate is subject to the satisfaction of each of the following conditions, provided that these conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in Purchaser's sole discretion: (i) the representations and warranties of Masco shall be true and correct in all material respects (and by the tendering of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco The Company shall have complied in all material respects with all covenants required executed the signature page to be performed prior this Agreement and the Registration Rights Agreement and delivered the same to the Closing Date;Purchaser. (ii) there is not The Company shall have delivered duly executed certificates for the Shares (in effect such denominations as Purchaser shall reasonably request) and Warrants being so purchased by Purchaser at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants;Closing. (iii) At or prior to the Closing, Other Investors shall have purchased from the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing Shares and warrants for an aggregate consideration of One Million Dollars ($1,000,000) on terms reasonably acceptable substantially similar to the Company in order to repurchase the Repurchased Stock and Warrants;terms contained herein. (iv) Masco The ADSs, including all Shares and Warrant Shares, shall be listed on the Nasdaq and trading in the ADSs shall not have delivered to been suspended by the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987Nasdaq, the Corporate Opportunities Agreement, dated as of May 1, 1984, SEC or other regulatory authority and no de-listing or suspension shall be reasonably likely for the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively;foreseeable future. (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the The representations and warranties of the Company shall be true and correct in all material respects (as of the date when made and by tendering the Purchase Price at as of the Closing the Company shall be deemed to have represented and warranted as though made at that this is so) time and the Company shall have performed, satisfied and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by the Company at or prior to the Closing. Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date;to the foregoing effect and as to such other matters as may be reasonably requested by Purchaser. (iivi) there is not in effect at the time any preliminary No statute, rule, regulation, executive order, decree, ruling or permanent injunction shall have been enacted, entered, promulgated or other order endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having jurisdiction authority over the matters contemplated hereby which prevents or restrains prohibits the purchase or sale and delivery consummation of any of the Repurchased Stock and Warrants;transactions contemplated by this Agreement. (iiivii) the Company Purchaser shall have delivered to Masco duly executed amendments to received the Corporate Services Agreementofficer's certificate described in Section 3.3, dated as of the Corporate Opportunities Agreement, Closing and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be no material changes from the date of signing of this Agreement to the date of the Closing other than as a simultaneous closing result of issuance of ADSs pursuant to options, warrants and other obligations disclosed on Schedule 3.3 as of the date of this Agreement. (viii) Purchaser shall have received opinions of the Company's repurchase counsel, dated as of 1,000,000 shares the Closing, in the form attached hereto as EXHIBIT D. (ix) Intentionally Omitted. (x) The Company has filed a Form D with respect to the Securities with the SEC as required under Regulation D and has provided a copy thereof to Purchaser. (xi) The Company has filed an Additional Listing Application (and no additional time is required for the effectiveness thereof) with respect to all Shares and Warrant Shares with the National Association of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇Securities Dealers and has provided a copy thereof to Purchaser.

Conditions to the Closing. All obligations of each Stockholder hereunder to take the actions contemplated by this Agreement and otherwise take the action necessary to consummate the Closing, are subject to the fulfillment of each of the following conditions: (a) It The Pre-Closing Undertakings specified in Section 2A.1 shall have occurred; (b) All actions, proceedings, instruments, opinions and documents required to carry out this Agreement and the Ancillary Agreements or incidental hereto or thereto, and all other related legal matters, shall be a condition reasonably satisfactory to the Company's obligation respective legal counsel of the Parties; (c) All other terms, covenants and conditions of this Agreement and the Ancillary Agreements to purchase be complied with and performed by the Repurchased Stock respective parties hereto and Warrants thereto prior to or at the Closing that: (i) the representations shall have been complied with and warranties of Masco shall be true and correct performed in all material respects (with the right of such parties in compliance with such terms, covenants and conditions to waive the non-compliance by the tendering other Party); (d) No action, suit, proceeding or investigation by or before any court, administrative agency or other governmental authority shall have been instituted or threatened to restrain, prohibit or invalidate any of the Repurchased Stock transactions contemplated by this Agreement; (e) All Governmental Approvals required for the performance by each Party of this Agreement, the consummation of the transactions herein contemplated and Warrants the fulfillment of and compliance with the terms and conditions hereof, by Masco at either Party shall have been obtained, and all filings and other formalities completed; and (f) All consents and approvals of third parties required for the performance by each Party, the consummation of the transactions herein contemplated and the fulfillment of and compliance with the terms and conditions hereof, shall have been obtained or valid waivers or consents obtained. Neither Party shall deliberately cause any condition set forth in this Article 11 not to be satisfied, and each Party shall, as to events, causes and circumstances within its control, take such action as shall be reasonably necessary to cause such condition to be satisfied and shall keep the other Party currently informed as to the status of such actions. In the event the Closing Masco takes place, each Party shall be deemed to have represented and warranted to the other Party as of the Closing Date that this is so) and Masco all of the aforementioned conditions precedent to such Party’s obligations hereunder shall have complied in all material respects with all covenants required to be performed been fulfilled prior to or as of the Closing Date; (ii) there is not in effect at . In the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the event that representations and warranties hereunder or due diligence reports or similar opinions hereunder prove untrue, the Transfer of the Company Shares hereunder shall be true void and correct of no force and effect from its inception, provided that satisfactory proof of such untruth is presented in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇arbitration under Article 14.12.

Conditions to the Closing. (a) It shall be a condition to the Company's The obligation of Purchaser hereunder to purchase the Repurchased Preferred Stock and Warrants the Warrant to be purchased by it on the date of the Closing is subject to the satisfaction of each of the following conditions (including conditions to be performed at the Closing thatClosing), provided that these conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in Purchaser's sole discretion: (i) the representations and warranties of Masco shall be true and correct in all material respects (and by the tendering of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco The Company shall have complied in all material respects with all covenants required executed the signature page to be performed prior this Agreement and the Registration Rights Agreement and delivered the same to the Closing Date;Purchaser's counsel. (ii) there is not in effect The Company shall have delivered duly executed certificates for the Preferred Stock and duly executed the Warrant being so purchased by Purchaser at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants;Closing (each in such denominations as Purchaser shall request). (iii) The Common Stock shall be listed on the Company Nasdaq SmallCap Market, the Nasdaq National Market, the New York Stock Exchange or the American Stock Exchange and trading in the Common Stock shall not have obtained any waiver been suspended by the Nasdaq SmallCap Market, the Nasdaq National Market, the New York Stock Exchange or consent required under the Credit Agreement American Stock Exchange, the SEC or other regulatory authority and no de-listing or suspension shall have obtained substitute financing on terms be reasonably acceptable to likely for the Company in order to repurchase the Repurchased Stock and Warrants;foreseeable future. (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the The representations and warranties of the Company shall be true and correct in all material respects (as of the date when made and by tendering the Purchase Price at as of the Closing the Company shall be deemed to have represented and warranted as though made at that this is so) time and the Company shall have performed, satisfied and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by the Company at or prior to the Closing. Purchaser's counsel shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date;to the foregoing effect and as to such other matters as may be reasonably requested by Purchaser. (iiv) there is not in effect at the time any preliminary No statute, rule, regulation, executive order, decree, ruling or permanent injunction shall have been enacted, entered, promulgated or other order endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having jurisdiction authority over the matters contemplated hereby which prevents or restrains prohibits the purchase or sale and delivery consummation of any of the Repurchased Stock and Warrants;transactions contemplated by this Agreement. (iiivi) Purchaser's counsel shall have received the officer's certificate described in Section 3.3, dated as of the Closing. (vii) Purchaser's counsel shall have received an opinion of the Company's outside legal counsel, dated as of the Closing in the form attached hereto as Exhibit E. (viii) The Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit F. (ix) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to Purchaser's counsel. (x) Simultaneously with or prior to the Closing, the Company shall have delivered sold Preferred Stock and warrants for an aggregate purchase price of seven million dollars ($7,000,000) (including the Securities sold pursuant hereto and excluding the sale of Preferred Stock and warrants contemplated by Section 7.1(xii)). (xi) The Company shall have provided evidence satisfactory to Masco duly executed amendments Purchaser that Hewlett-Packard Company has converted a portion of the convertible notes of the Company held by it into the Company's Common Stock and agreed to a six-month lock-up period from the Corporate Services Agreement, effective date of the Corporate Opportunities Agreement, Registration Statement in accordance with the terms and the Amended and Restated Securities Purchase Agreement, substantially conditions contained in the forms term sheet attached hereto as Exhibits B, CExhibit G, and D, respectively; andconsented to the payment of dividends on the Preferred Stock. (ivxii) there Simultaneously with or prior to the Closing, the Company shall have entered into agreements reasonably satisfactory to the Purchaser with one or more of the Key Employees providing for the purchase and sale of Preferred Stock and warrants for an aggregate purchase price of at least $745,000 and the applicable Key Employees shall have placed at least $745,000 in escrow on terms reasonably satisfactory to the Purchaser to be released to the Company upon consummation of the sale of such Preferred Stock and warrants or to the Key Employees if such purchase and sale does not receive Stockholder Approval. (xiii) The Company shall have filed a simultaneous closing Form 8-K regarding (i) the conversion by Hewlett-Packard Company of one-half of the amount of convertible notes held by it into the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇and (ii) its revised financial projections for calendar year 2001.

Conditions to the Closing. (a) It shall be a condition 7.01 Conditions to the Company's obligation Parent’s and the Merger Subs’ Obligations. The obligations of the Parent and the Merger Subs to purchase consummate the Repurchased Stock transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Parent and Warrants at the Merger Subs in writing) of the following conditions as of the Closing thatDate: (i) the representations and warranties of Masco The Company Fundamental Representations shall be true and correct in all material respects (except, with respect to the representations and by warranties set forth in Section 3.04(a), for de minimis inaccuracies, or to the tendering extent changes are permitted pursuant to Section 5.01 and set forth on the Estimated Closing Statement and included in the determinations of Per Share Closing Merger Consideration and Per Share Additional Merger Consideration) at and as of the Repurchased Stock date hereof and Warrants by Masco at the Closing Masco shall be deemed Date (except to have represented and warranted that this is sothe extent expressly made as of an earlier date, in which case only as of such date) and Masco shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or all other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company contained in Article III of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein, other than with respect to Section 3.07(b)) at and as of the date hereof and the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), other than such breaches, inaccuracies or failures that, individually or in the aggregate, would not result in a Material Adverse Effect; (b) The Company shall have performed and complied with in all material respects (all of the covenants and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants agreements required to be performed by each under this Agreement at or prior to the Closing; (c) The Merger shall have been duly approved and this Agreement shall have been adopted by the Requisite Stockholder Approval; (d) [Reserved] (e) No Law or order from any Governmental Entity shall have been entered, issued, promulgated or enacted which would prevent, prohibit, enjoin 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 (together, a “Prohibitive Order”), and no such Prohibitive Order shall be pending or threatened; (f) Following the date hereof, the Company Group shall not have suffered a Material Adverse Effect that is continuing; (g) The Company shall have delivered to the Parent each of the following: (i) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(a), 7.01(b) and 7.01(f) as they relate to the Company and each Operating Subsidiary, have been satisfied; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery a certified copy of the Repurchased Stock and WarrantsWritten Consent; (iii) a duly executed certificate, in form and substance as prescribed by Treasury Regulations promulgated under Code Section 1445, stating that the Company shall have delivered is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code; (iv) a copy of each Ancillary Agreement to Masco which the Securityholder Representative or the Company is party, duly executed amendments on behalf of the Securityholder Representative or the Company, as applicable; (v) certified copies of (1) the Organizational Documents of each member of the Company Group and a certification that such Organizational Documents have not been modified in any respect and remain in full force and effect as of the Closing Date, and (2) the resolutions or consents of the board of directors of the Company authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which the Company is party and the consummation of the transactions contemplated hereby and thereby; (vi) resignations, effective as of the Closing and in form and substance reasonably satisfactory to the Corporate Services AgreementParent, of each director and officer of the Corporate Opportunities AgreementCompany and each Operating Subsidiary as of the Closing set forth on Schedule 7.01(g)(vi); (vii) a good standing certificate (or equivalent document) for each of the Company and 3D Hubs Manufacturing, LLC from the Secretary of State or comparable authority of its jurisdiction of its organization and from the Secretary of State or comparable authority of all other jurisdictions where each such entity is qualified to do business as a foreign entity, in each case, dated within five (5) days prior to the Closing; (viii) a statement of good standing from Dutch legal counsel to 3D Hubs, B.V. with respect to such company, accompanied by an English notary statement to which an English version of an extract from the Dutch trade register of such company is attached, stating which company the extract concerns and the Amended identity of such company’s directors; (ix) evidence, in form and Restated Securities Purchase Agreementsubstance reasonably satisfactory to the Parent, substantially of the release of all Liens on the assets and equity of each of the Company and each Operating Subsidiary, other than Permitted Liens and Liens referenced in the forms attached hereto as Exhibits Bpayoff letters from the applicable creditors evidencing the aggregate amount of Indebtedness and an agreement that, Cif such aggregate amount so identified is paid in accordance with such payoff letters on the Closing Date, such Indebtedness shall be repaid in full and Dthat all Liens shall be released; (x) [Reserved] (xi) evidence in a form satisfactory to the Parent of the approval of the Waived Benefits, respectivelyif any, pursuant to Section 5.07 (or, if such approval was not obtained, evidence satisfactory to Parent that Waived Benefits shall not be provided); (xii) the D&O Tail Policy; and (ivh) there shall be a simultaneous closing of The Escrow Agreement, executed by the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇parties thereto (other than the Parent and the Escrow Agent).

Conditions to the Closing. (a) It shall be a condition to Section 3.1 The obligation of the Company's obligation Purchasers to purchase the Repurchased Stock Notes and Warrants at to be bound by the terms of this Agreement and to pay their respective Purchase Price on the Closing that: Date is subject to (i) performance by the Company and Oakwood Acceptance of all their obligations under this Agreement on each of their parts to be performed on or prior to the Closing Date, (ii) the accuracy of the representations and warranties of Masco each of the Company and Oakwood Acceptance set forth herein and in the Indenture, (iii) the accuracy of the statements of the Company or Oakwood Acceptance, as applicable, in any certificates delivered pursuant to the provisions hereof and (iv) satisfaction of the conditions hereinafter set forth as of the Closing Date. On the Closing Date, the following conditions shall have been satisfied: 3.1.1 The representations and warranties made by each of the Company and Oakwood Acceptance in each Transaction Document to which it is a party shall be true and correct in all material respects (on and by the tendering as of the Repurchased Stock and Warrants by Masco at Closing Date as if they had been made on the Closing Masco shall be deemed Date (except to have represented the extent a different date is specified in any such agreement or document); each of the Company and warranted that this is so) and Masco Oakwood Acceptance shall have performed and complied in all material respects with all covenants agreements and conditions in each Transaction Document to which it is a party required to be performed prior to or complied with on or before the Closing Date; (ii) there is not in effect at ; and no event shall have occurred and no condition shall exist which would constitute a Default or an Event of Default under, and as defined in, the time Indenture or any preliminary other Transaction Document, either with or permanent injunction without notice or other order by any court lapse of time, or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery both. Each of the Repurchased Stock Company and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco Oakwood Acceptance shall have delivered to the Company duly executed amendments Purchasers an Officer's Certificate, to the Corporate Services Agreement, dated as effect that the signer of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, such certificate has carefully examined each Transaction Document and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: that (i) the representations and warranties of the Company shall be and Oakwood Acceptance in each Transaction Document to which it is a party are true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date; and (ii) the Company or Oakwood Acceptance, as applicable, has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied on or prior to the Closing Date pursuant to the terms of each Transaction Document to which it is a party. The Trustee shall have delivered an Officer's Certificate signed by tendering a duly authorized officer to the Purchase Price effect that the Transaction Documents to which the Trustee is a party have been duly authorized, executed and delivered and with respect to authorizing resolutions and organizational documents of the Trustee. 3.1.2 Each Transaction Document shall have been duly authorized, executed and delivered by the respective party or parties thereto, shall be in full force and effect on the Closing Date and shall be satisfactory in all respects in form and substance to the Purchasers, and the Notes shall be validly issued and outstanding and entitled to the benefit of the Indenture. 3.1.3 All corporate, limited liability company and other proceedings in connection with the establishment and capitalization of the Company and all documents and certificates incident thereto shall be satisfactory in form and substance to the Purchasers and its special counsel, and the Purchasers shall have received such other documents and certificates incident to such transaction as the Purchasers or such counsel shall reasonably request. 3.1.4 Each party shall have performed and complied with all agreements and conditions contained herein and in the other Transaction Documents and all other documents delivered in connection herewith or therewith which are required to be performed or complied with by such party before or at the Closing Date. 3.1.5 The Purchasers shall have received the following, in each case in form and substance satisfactory to it and its special counsel: (i) an Officer's Certificate, dated the Closing Date, signed by an authorized representative of the Company, to the effect that the issuance, sale and delivery of the Notes by the Company and the execution, delivery and performance by the Company, and the authority of the person or persons executing and delivering each Transaction Document to which it is a party and any other documents executed by or on behalf of the Company in connection with the transactions contemplated hereby have been duly authorized; (ii) a copy of resolutions of Oakwood Acceptance, certified by an officer of Oakwood Acceptance as of the Closing Date, duly authorizing the execution, delivery and performance by Oakwood Acceptance of each Transaction Document to which it is a party and any other documents executed by or on behalf of Oakwood Acceptance in connection with the transactions contemplated hereby; and an incumbency certificate of Oakwood Acceptance as to the person or persons executing and delivering each such document; and (iii) such other documents and evidence with respect to the Company, Oakwood Acceptance and the Trustee as the Purchasers may reasonably request in order to establish the natural, corporate or limited liability company existence and (with respect to the Company, Oakwood Acceptance and the Trustee) good standing of each thereof, the proper taking of all appropriate proceedings in connection with the transactions contemplated hereby and the compliance with the conditions set forth in Article III hereof. 3.1.6 No action or proceeding shall have been instituted nor shall any governmental action be deemed threatened before any court or government agency nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency to set aside, restrain, enjoin or prevent the performance of any Transaction Documents or any of the other agreements or the transactions contemplated hereby. 3.1.7 The Purchasers shall have represented received, on or before the Closing Date, evidence reasonably satisfactory to them that the Collection Account and warranted all other trust accounts shall have been established pursuant to the Indenture. 3.1.8 The Purchasers shall have received, on or before the Closing Date, evidence reasonably satisfactory to them that this is so) the Reserve Account has been established pursuant to the Indenture, and that the Company shall have complied in all material respects with all covenants deposited an amount equal to the amount required to be performed deposited pursuant to the Indenture in the Reserve Account on or before the Closing Date. 3.1.9 All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained by or from any federal, state or other governmental authority or agency, or by or from any trustee or holder of any indebtedness or obligation of the Company or Oakwood Acceptance, or that are necessary or, in the opinion of counsel to the Purchasers, advisable in connection with the transactions contemplated in the Transaction Documents and herein shall have been delivered to the Purchasers. 3.1.10 Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of the Transaction Documents and the execution, delivery, sale and performance of the Notes shall have been paid by the Company or Oakwood Acceptance, as applicable, at or prior to the Closing Date;. 3.1.11 [Reserved] 3.1.12 The Company shall have good and marketable title to the Receivables and the other assets of the Trust Estate, free and clear of all liens and encumbrances, and shall not have sold, transferred, pledged or assigned to any Person other than the Trustee any of its right, title or interest in the Receivables or any other assets of the Trust Estate. 3.1.13 The Trustee or its agent shall have received, and shall hold in trust pursuant to the Indenture, the Trust Estate, including the Receivables and all documents, instruments and other assets required by the Indenture to be delivered to the Trustee with respect thereto as of the Closing Date. 3.1.14 No event has occurred and is continuing or would result from such issuance that would constitute an Event of Default under the Indenture or any supplement thereto but for the requirement that notice be given or time elapsed or both. 3.1.15 [Reserved] 3.1.16 The Purchasers shall have received evidence on or before the Closing Date that the Company and Oakwood Acceptance shall have (i) caused all required UCC-1 and UCC-3 financing statements and/or other registrations in respect of the Receivables to be prepared and, promptly upon the Closing Date, duly filed in the manner required by the laws of each appropriate jurisdiction and performed all other actions required to perfect the interest of the Trustee for the benefit of the Noteholders in the Receivables, (ii) paid, or caused to be paid, upon the Closing Date, all transfer taxes, documentary stamp taxes and filing fees incurred in connection therewith and (iii) upon request of the Purchasers, delivered UCC lien and any other applicable search results to the Purchasers with respect to the Company and Oakwood Acceptance. 3.1.17 Since the Closing Date, there is not has been no material adverse change in the business, operations, properties, assets or condition or prospects (financial or otherwise) of Oakwood Acceptance or any affiliate thereof, or any development involving a material adverse prospective change in or affecting the business or properties of Oakwood Acceptance or any affiliate thereof, the effect at of which, in the time any preliminary judgment of the Purchasers, can be reasonably expected to have a material and adverse effect on the Purchasers investment or permanent injunction contemplated investment in the Notes or other order by any court to make it impractical or governmental authority having jurisdiction which prevents inadvisable to proceed with the offering or restrains the purchase or sale and delivery of the Repurchased Stock Notes as contemplated by the Indenture and Warrants;this Agreement. (iii) 3.1.18 The Purchasers shall have received a copy of a certification from the Trustee provided pursuant to Section 2.05 of the Indenture that it has received a copy of the underlying REMIC Pooling Agreements and all the amendments thereto. 3.1.19 No fact or condition shall exist under applicable law or applicable regulations thereunder or interpretations thereof by any regulatory authority which in the Purchasers' reasonable opinion would make it illegal for the Company to issue and sell the Notes or for the Company or any of the other parties thereto to perform their respective obligations under the Indenture or any other Transaction Document. 3.1.20 The Purchasers shall have delivered to Masco duly received the original executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreementand authenticated Notes, and the Amended Company, Oakwood Acceptance, the Purchasers and Restated Securities Purchase Agreementthe Trustee shall each have received a fully executed counterpart original and any required conformed copies of all Transaction Documents and any related documents delivered at or prior to the Closing Date. 3.1.21 All corporate, substantially limited liability company, trust and other proceedings in connection with the forms attached hereto as Exhibits B, Csale of the Notes and the transactions contemplated hereby and all documents and certificates incident thereto shall be satisfactory in form and substance to the Purchasers and their special counsel, and Dthe Purchasers shall have received such other documents and certificates incident to such transaction as the Purchasers or such counsel shall reasonably request. 3.1.22 The Purchasers shall have received favorable opinion letters, respectively; and addressed to the Purchasers, in form and substance acceptable to the Purchasers and their special counsel (ivwhich may be relied upon by assignees and participants), dated the Closing Date, of (i) there shall be a simultaneous closing of Hunton & Williams, special counsel to the Company's repurchase of 1,000,000 shares of Common Stock from Company and Oakwood Acceptance and (▇▇. ) ▇▇▇▇l counsel to the Trustee. 3.1.23 The Company and Oakwood Acceptance shall, by the Closing Date, cause to be obtained and delivered in writing to the Purchasers a private placement number assigned by Standard & Poor's Ratings Group CUSIP Service Bureau with respect to the Notes. All fees and expenses payable in connection with such number shall be paid by the Company. 3.1.24 The Initial Fixed Rate Note Balance shall be $50,000,000 and the Collateral Requirement, calculated immediately subsequent to the issue of the Notes, will be satisfied. 3.1.25 [Reserved] 3.1.26 [Reserved] 3.1.27 The fees, expenses and disbursements of Dewey Ballantine LLP, as counsel to the Purchasers, have been paid on ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇sing. 3.1.28 The Rating Agency shall have delivered a rating letter, dated the Closing Date, assigning a rating to the Notes of "A". 3.1.29 The purchase by the Purchasers of the Notes shall be permitted by the laws and regulations to which the Purchasers are subject, without recourse to the provisions permitting limited investments without restriction as to the character thereof. If any of the conditions specified in this Article III shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and Notes mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchasers, this Agreement and all obligations of the Purchasers hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Company in writing or by telephone or telecopy confirmed in writing.

Conditions to the Closing. (a) It shall be a condition to the Company's The obligation of Purchaser hereunder to purchase the Repurchased Stock Purchased Securities at Closing is subject to the satisfaction of each of the following conditions, provided that these conditions are for Purchaser's sole benefit and Warrants may be waived by Purchaser at the Closing thatany time in Purchaser's sole discretion: (i) the representations and warranties of Masco shall be true and correct in all material respects (and by the tendering of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco The Company shall have complied in all material respects with all covenants required executed the signature page to be performed prior this Agreement, the Warrant and the Registration Rights Agreement and delivered the same to the Closing Date;Purchaser. (ii) there is not The Company shall have delivered a duly executed certificate representing the Preferred Stock (in effect such denominations as Purchaser shall reasonably request) being so purchased by Purchaser at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants;Closing. (iii) The Common Stock, including all Conversion Shares and Warrant Shares, shall be listed on The Nasdaq National Market from and after the Company date hereof and trading in the Common Stock shall not have obtained any waiver or consent required under been suspended from and after the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants;date hereof by The Nasdaq National Market. (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the The representations and warranties of the Company shall be true and correct in all material respects (as of the date when made and by tendering the Purchase Price at as of the Closing the Company shall (except for those that address matters as of a particular date, which need only be deemed to have represented and warranted true as of such date) as though made at that this is so) time and the Company shall have performed, satisfied and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by the Company at or prior to the Closing, except where the breach of such representation, warranty or covenant would not have a Material Adverse Effect. Purchaser shall have received a certificate, executed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date;Date to the foregoing effect. (iiv) there is not in effect at the time any preliminary No statute, rule, regulation, executive order, decree, ruling or permanent injunction shall have been enacted, entered, promulgated or other order endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having jurisdiction authority over the matters contemplated hereby which prevents or restrains prohibits the purchase or sale and delivery consummation of any of the Repurchased Stock and Warrants;transactions contemplated by this Agreement. (iiivi) the Company Purchaser shall have delivered to Masco duly executed amendments to received the Corporate Services Agreementofficer's certificate described in Section 3.3 hereof, dated as of the Corporate Opportunities AgreementClosing Date. (vii) Purchaser shall have received an opinion of the Company's counsel, and dated as of the Amended and Restated Securities Purchase AgreementClosing Date, substantially in the forms form attached hereto as Exhibits B, C, and D, respectively; andExhibit D. (ivviii) there The Certificate of Designation shall be a simultaneous closing have been accepted for filing with the Secretary of State of the Company's repurchase State of 1,000,000 shares Delaware and a copy thereof certified by the Secretary of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇State of Delaware shall have been delivered to Purchaser and the Certificate of Designation shall not have been amended, modified or rescinded.

Conditions to the Closing. (a) It The Closing Date shall not occur and no Lender shall be a condition obligated to make an Advance hereunder on the Company's obligation occasion of any Funding, nor shall any Lender, the Deal Agent, the Liquidity Agent or the Collateral Agent be obligated to purchase take, fulfill or perform any other action hereunder, until the Repurchased Stock and Warrants at conditions set forth below have been satisfied, in the Closing thatsole discretion of, or waived in writing by, the Deal Agent: (i) Each Transaction Document (other than the representations Certificates, the Certificate Purchase Agreements, each Assignment and warranties Servicing Agreement and the Payment Acknowledgements) shall have been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent shall have received such other documents, instruments, agreements and legal opinions as the Deal Agent shall request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Schedule of Masco Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent and (ii) the executed Note in the aggregate face amount of $50,000,000 shall be true have been delivered to each Purchaser Group. (b) The Deal Agent shall have received (i) satisfactory evidence that the Borrower and correct in the Administrator have obtained all material respects (required consents and by approvals of all Persons, including all requisite Governmental Authorities, to the tendering execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the Repurchased Stock transactions contemplated hereby or thereby or (ii) an Officer's Certificate from each of the Borrower and Warrants by Masco at the Closing Masco Administrator in form and substance satisfactory to the Deal Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer's certificate shall in no way limit the recourse of the Deal Agent or any Secured Party against the Borrower or Administrator for a breach of its representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower and the Administrator shall each be deemed to have represented and warranted that this is so) and Masco shall have complied in compliance in all material respects with all covenants Applicable Laws and shall have delivered an Officer's Certificate to the Deal Agent as to this and other closing matters. (d) The Borrower shall have paid all fees required to be performed prior to paid by it on the Closing Date; (ii) there is not in effect at , including all fees required hereunder and under the time Fee Letter related to the VFCC Purchaser Group, and shall have reimbursed each Lender, the Deal Agent and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any preliminary or permanent injunction or other order legal and document preparation costs incurred by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987Lender, the Corporate Opportunities Agreement, dated as of May 1, 1984, and Deal Agent and/or the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation LawCollateral Agent. (be) It No Termination Event or Unmatured Termination Event shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that:have occurred. (if) [Reserved] (g) With respect to any Securitization Transaction, no "Indenture Event of Default," "Servicer Default" or event that, with the representations and warranties giving of notice or the Company shall be true and correct lapse of time, or both, would constitute an "Indenture Event of Default" or "Servicer Default" (as each such term is defined in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed Securitization Documents relating to have represented and warranted that this is so) and the Company such Securitization Transaction), shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇occurred.

Conditions to the Closing. All obligations of each Stockholder hereunder to take the actions contemplated by this Agreement and otherwise take the action necessary to consummate the Closing, are subject to the fulfillment of each of the following conditions: (a) It The final terms and conditions of each of the Ancillary Agreements shall have been agreed upon by each of the parties signatories thereto; (b) All actions, proceedings, instruments, opinions and documents required to carry out this Agreement and the Ancillary Agreements or incidental hereto or thereto, and all other related legal matters, shall be a condition reasonably satisfactory to the Company's obligation respective legal counsel of the Parties; (c) All other terms, covenants and conditions of this Agreement and the Ancillary Agreements to purchase be complied with and performed by the Repurchased Stock respective parties hereto and Warrants thereto prior to or at the Closing that: (i) the representations shall have been complied with and warranties of Masco shall be true and correct performed in all material respects (with the right of such parties in compliance with such terms, covenants and conditions to waive the non-compliance by the tendering other Party); (d) No action, suit, proceeding or investigation by or before any court, administrative agency or other governmental authority shall have been instituted or threatened to restrain, prohibit or invalidate any of the Repurchased Stock transactions contemplated by this Agreement or any Ancillary Agreements; (e) All Governmental Approvals required for the performance by each Party of this Agreement, including the execution and Warrants delivery of the Ancillary Agreements, the consummation of the transactions herein or therein contemplated and the fulfillment of and compliance with the terms and conditions hereof and thereof, by Masco at either Party shall have been obtained, and all filings and other formalities completed; and (f) All consents and approvals of third parties required for the performance by each Party and the Ancillary Agreements, the consummation of the transactions herein or therein contemplated and the fulfillment of and compliance with the terms and conditions hereof and thereof, shall have been obtained or valid waivers or consents obtained. Neither Party shall deliberately cause any condition set forth in this Article XI not to be satisfied, and each Party shall, as to events, causes and circumstances within its control, take such action as shall be reasonably necessary to cause such condition to be satisfied and shall keep the other Party currently informed as to the status of such actions. In the event the Closing Masco takes place, each Party shall be deemed to have represented and warranted to the other Party as of the Closing Date that this is so) and Masco all of the aforementioned conditions precedent to such Party's obligations hereunder shall have complied in all material respects with all covenants required to be performed been fulfilled prior to or as of the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇.

Conditions to the Closing. (a) It shall be a condition The obligation of the Purchaser to consummate the Company's obligation to purchase the Repurchased Stock and Warrants transactions contemplated herein at the Closing that: are subject to the satisfaction (i) the representations and warranties of Masco shall be true and correct in all material respects (and or waiver by the tendering Purchaser) of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing thatfollowing conditions: (i) the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (and by tendering as of the Purchase Price at date of the Closing the Company shall be deemed to have represented and warranted that this is so) and Closing; the Company shall have performed, satisfied and complied in all material respects with all covenants covenants, agreements, and conditions required by this Agreement to be performed prior performed, satisfied or complied with by it at or before the Closing, no Event of Default shall have occurred and be continuing on the date of the Closing, nor shall an Event of Default result from or exist after giving effect to the purchase and sale of the Notes and the consummation of the transactions contemplated hereby; and the Purchaser shall have received a certificate of the Chief Executive Officer of the Company dated the date of the Closing Dateto such effect; (ii) there is all consents, approvals, authorizations, exemptions and waivers from Governmental Entities that shall be required in order to enable the Purchaser to consummate the transactions contemplated hereby shall have been obtained (except for such consents, approvals, authorizations, exemptions and waivers, the absence of which would not in effect at the time any preliminary prohibit consummation of such transactions or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrantsrender such consummation illegal); (iii) there shall not have been issued any injunction, order or other decree or enacted any Law which prevents the Company shall have delivered to Masco duly executed amendments to consummation of the Corporate Services Agreement, transactions contemplated by any of the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; andTransaction Documents; (iv) there shall not have been instituted, pending or threatened any action, suit or proceeding by or before any court or Governmental Entity (A) which may be a simultaneous closing reasonably expected to enjoin consummation of the Company's repurchase transactions contemplated by any of 1,000,000 shares the Transaction Documents or (B) otherwise affecting the Purchaser, the Company or any of Common Stock from their respective subsidiaries or affiliates which may reasonably be expected to have a material adverse effect on the Purchaser or a Material Adverse Effect; (v) there shall not have occurred after November 30, 1996 any material adverse change or any development involving a prospective material adverse change (including as a result of any change in the Law) which has caused or is reasonably likely to cause a Material Adverse Effect except for those disclosed in Schedule 3.5; (vi) ▇▇. ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, counsel to the Company, shall have delivered to the Purchaser an opinion dated the date of the Closing, in form reasonably satisfactory to the Purchaser, with respect to the matters set forth in EXHIBIT B hereto; (vii) all corporate proceedings taken in connection with the transactions contemplated hereby, and all documents necessary to the consummation thereof, shall be reasonably satisfactory in form and substance to the Purchaser and counsel to the Purchaser, and the Purchaser shall have received a copy (executed or certified as may be appropriate) of all documents or corporate proceedings taken in connection with the consummation of said transactions, including a certificate of the Company in the form of EXHIBIT C hereto. (viii) the Company shall have executed and delivered the registration rights agreement in the form of EXHIBIT D hereto (the "REGISTRATION RIGHTS AGREEMENT"); (ix) a person designated by Purchaser who is a bona fide employee or regular consultant to Purchaser or any of its Affiliates or another person reasonably acceptable to the Company (the "ORIGINAL PURCHASER DESIGNEE") shall have been appointed to the Board of Directors of the Company as the Purchaser Designee effective as of the Closing to fill a vacancy created by enlarging the size of the Board of Directors; (x) the Company shall have delivered to the Purchaser internal management statements for each of the two months ended October 31, 1997, prepared in a manner consistent with management statements for prior periods included in the Company's reports to the SEC (the "INTERNAL STATEMENTS"); and (xi) the Company shall have paid all Expenses payable by the Company pursuant to Section 13.10.

Conditions to the Closing. (a) It The obligations of Parent and PSH to consummate the PSH Merger shall be a condition subject to the Company's obligation to purchase satisfaction of each of the Repurchased Stock and Warrants at the Closing thatfollowing conditions: (i) no court, arbitrator or governmental body, agency or official located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect and has the effect of making the PSH Merger illegal or otherwise prohibiting the consummation of the PSH Merger; (ii) any waiting period applicable to the consummation of the PSH Merger under the HSR Act shall have expired or been terminated; (iii) the issuance of Parent Common Stock contemplated by Section 1.06(a) and the amendment of Parent's Certificate of Incorporation to increase the maximum size of Parent's Board to eighteen members shall have been approved by the requisite affirmative vote or written consent of the stockholders of Parent in accordance with the rules of the NASD, the FBCA, and Parent's Certificate of Incorporation and By-laws; and (iv) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and the prospectus contained within the Proxy Statement shall have been delivered to Performance. (b) The obligations of PSH to consummate the PSH Merger shall also be subject to the satisfaction of the following additional conditions: (i) each of the representations and warranties of Masco Parent contained in this Agreement and of the Parent and Merger Sub contained in the Merger Agreement shall be true and correct in all material respects (and by the tendering as of the Repurchased Stock PSH Effective Time as though made on and Warrants as of the PSH Effective Time, except that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date (provided, however, that if any portion of any representation or warranty is already qualified by Masco at the Closing Masco shall materiality, for purposes of determining whether this Section 1.08(b)(i) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be deemed to have represented true and warranted that this is so) correct in all respects), and Masco PSH shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to such effect; (ii) Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by the Merger Agreement, in each case, to be performed or complied with by each of them on or prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale PSH Effective Time, and delivery PSH shall have received a certificate of the Repurchased Stock and Warrants;Chief Executive Officer or Chief Financial Officer of Parent to such effect; and (iii) the Company PSH shall have obtained any waiver or consent required under received the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreementopinion of Drinker, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇ & ▇▇▇▇; and (vii▇ L.L.P., counsel to PSH, based upon representations of Parent and PSH and normal assumptions, to the effect that the PSH Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of section 368(a) the purchase of the Repurchased Stock Code and Warrants that each of Parent and PSH will be a party to the reorganization within the meaning of section 368(b) of the Code, dated on or about the date that is two business days prior to the PSH Effective Time, which opinion shall not result have been withdrawn or modified in any material respect. The issuance of such opinion shall be conditioned on receipt by Drinker, ▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P. of representation letters from each of Parent and PSH, as contemplated in Section 4.06 of this Agreement. Each such representation letter shall be dated on or before the capital date of such opinion and shall not have been withdrawn or modified in any material respect as of the Company being impaired under the Delaware General Corporation LawPSH Effective Time. (bc) It shall be a condition The obligations of Parent to consummate the PSH Merger are subject to the obligations satisfaction of Masco to sell the Repurchased Stock and Warrants at the Closing thatfollowing additional conditions: (i) each of the representations and warranties of PSH contained in this Agreement and of the Company contained in the Merger Agreement shall be true and correct in all material respects as of the PSH Effective Time, as though made on and as of the PSH Effective Time, except that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date (provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 1.08(c)(i) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and by tendering correct in all respects), and Parent shall have received a certificate of the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) Chief Executive Officer or Chief Financial Officer of PSH and the Company Company, as the case may be, to such effect; (ii) PSH shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and the Company shall have performed or complied in all material respects with all agreements and covenants required by the Merger Agreement, in each case, to be performed or complied with by each of them on or prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale PSH Effective Time, and delivery PSH shall have received a certificate of the Repurchased Stock Chief Executive Officer or Chief Financial Officer of PSH and Warrants;the Company to such effect; and (iii) the Company Parent shall have delivered received the opinion of Shearman & Sterling, counsel to Masco duly executed amendments Parent, based upon representations of Parent and PSH and normal assumptions, to the Corporate Services Agreementeffect that the PSH Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of section 368(a) of the Code and that each of Parent and PSH will be a party to the reorganization within the meaning of section 368(b) of the Code, dated on or about the Corporate Opportunities Agreementdate that is two business days prior to the PSH Effective Time, and the Amended and Restated Securities Purchase Agreement, substantially which opinion shall not have been withdrawn or modified in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there any material respect. The issuance of such opinion shall be a simultaneous closing conditioned on receipt by Shearman & Sterling of representation letters from each of Parent and PSH, as contemplated in Section 4.06 of this Agreement. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect as of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇PSH Effective Time.

Conditions to the Closing. (a) It shall be a condition 6.2.1. Notwithstanding anything to the Company's contrary contained within this Agreement, the obligation of Seller to purchase close in accordance with this Agreement is expressly conditioned upon the Repurchased Stock fulfillment by and Warrants at as of the Closing thatDate of each of the conditions listed in this Section 6.2.1 (collectively, the “Seller Closing Conditions”), provided that Seller, at its election, evidenced by written notice delivered to Purchaser at or prior to the Closing, may waive all or any of the Seller Closing Conditions: (iA) Purchaser shall have executed and delivered, and/or caused there to be executed and delivered (duly acknowledged if appropriate), to the Title Company all of the Purchaser Closing Documents and shall have paid and delivered the balance of the Purchase Price in accordance with Section 3.3.2 of this Agreement and all of the other Purchaser Funds, each in accordance with the Escrow & Closing Instruction Agreement and the terms and conditions of this Agreement; (B) All representations and warranties made by Purchaser in this Agreement shall have been true and correct in all material respects as of Masco the Effective Date, and shall be true and correct as of the Closing as though made on and as of the Closing (except that those representations and warranties which address matters only as of a particular date need only be true and correct in all material respects as of such date); (C) no decision, order, decree, or similar ruling shall have been issued (and remain in effect) restraining or enjoining the transactions contemplated by this Agreement, to the tendering extent that none of Seller nor any of Seller’s affiliates, agents, or representatives shall have intentionally caused or colluded with the party(ies) who caused such issuance to occur; (D) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the Repurchased Stock and Warrants by Masco at date of Closing; (E) No law shall have been enacted that would make illegal or invalid otherwise prevent the Closing Masco of the transactions contemplated under this Agreement. 6.2.2. Notwithstanding anything to the contrary contained within this Agreement, the obligation of Purchaser to close and pay the Purchase Price is expressly conditioned upon the fulfillment by and as of (or, if required, prior to) the Closing Date of each of the conditions listed in this Section 6.2.2 (collectively, the “Purchaser Closing Conditions” and, together with the Seller Closing Conditions, the “Closing Conditions”), provided that Purchaser, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may waive any or all of the Purchaser Closing Conditions in its sole discretion: (A) Seller shall have executed and delivered, and/or caused there to be executed and delivered (duly acknowledged if appropriate), to the Title Company all of the Seller Closing Documents, and shall have paid and delivered the Seller Funds, if any, each in accordance with the Escrow & Closing Instruction Agreement and the terms and conditions of this Agreement; (B) all representations and warranties made by Seller in this Agreement shall have been materially true and correct when initially made and as of the Closing as though made on and as of the Closing (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date). In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty which results from any changed facts or circumstances (“Changes”) that: (i) occur between the Effective Date and the date of Closing and is expressly permitted under the terms of this Agreement (in which case Seller’s representation or warranty shall be deemed modified to have represented reflect such change that was permitted under the terms of this Agreement); (ii) occur between the Effective Date and warranted the date of Closing and (A) individually or in the aggregate do not materially and adversely affect (1) the performance by Seller of its obligations hereunder, (2) the consummation or validity of this Agreement or the transactions contemplated hereby, (3) the Property, access thereto and/or title thereto, or (4) Purchaser's rights and obligations hereunder, Purchaser's proposed use of Property and Purchaser's costs and expenses to achieve that this is souse (all Changes described in (i) and Masco or (ii) inclusive, the “Non-Default Changes”). Seller shall have complied in all material respects with all covenants required the right to be performed amend its representations and warranties from time to time promptly upon receiving knowledge of such Non-Default Changes prior to the Closing DateDate by providing a copy of an amendment describing such Non-Default Changes to Purchaser, in which event a Seller’s Default shall not exist, and this Purchaser's Closing Condition shall be deemed satisfied. In the event that Seller amends its representations and warranties promptly upon receiving knowledge of any Change that does materially and adversely affect the matters in clause (ii) (1) through (4) above, then, except as provided below with respect to Default Changes, Purchaser shall have the right to either (a) proceed to Closing in accordance with this Agreement or (b) terminate this Agreement in which event the Termination Provisions shall apply. For purposes of this Section 6.2.2(B), Changes to the representations or warranties shall be deemed “Default Changes” if (X) the Change was within Seller’s reasonable control to prevent, (Y) the Change does not qualify as a Non-Default Change, and (Z) Purchaser’s actual damages will exceed One Million Dollars ($1,000,000.00) as a direct result of the Changes if the Purchaser elects to proceed with the Closing. In the event Purchaser is able to establish that there has been a Default Change to any Seller representation or warranty that Seller has not cured prior to the expiration of the Seller’s Default Cure Period, then Purchaser shall have the right to either (i) proceed to Closing in which event the Purchase Price shall be reduced by the aggregate amount of Purchaser's estimated damages but in no event shall the credit (the “Purchase Price Credit”) to the Purchase Price issued on the Closing Statement equal more than Five Hundred Thousand Dollars ($500,000.00), and Seller shall not be liable to Purchaser for any further adjustments, losses, or damages, or (ii) terminate this Agreement in which event the Termination Provisions shall apply. By way of clarification but without limiting the rights of Purchaser pursuant to this Section 6.2.2(B), a Change that results from the acts or omissions of Elmsford 1705 or which is beyond the reasonable control of Seller to prevent, even though it may be materially adverse to Purchaser, the Property, or the transaction contemplated by this Agreement, shall constitute a Non-Default Change and be subject to Section 6.1.2 of this Agreement (including the right to terminate this Agreement and the Termination Provisions shall apply). (C) no decision, order or similar ruling shall have been issued (and remain in effect) restraining or enjoining the transactions contemplated by this Agreement, to the extent that none of Purchaser nor any of Purchaser’s affiliates, agents, or representatives shall have intentionally caused or colluded with the party(ies) who caused such issuance to occur; (iiD) there is not in effect at subject to Section 4.3, all Mandatory Removal Items have been removed such that the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains Title Company shall be irrevocably committed to issue the purchase or sale and delivery Title Policy to Purchaser (subject to the payment of the Repurchased Stock premium therefor) insuring the leasehold interest to the Leasehold Parcel and Warrantsthe fee interest in the Fee Parcel subject only to the Permitted Exceptions, and otherwise pursuant to the terms and conditions of this Agreement; (iiiE) Seller shall have complied with all applicable requirements under the Ground Lease pertaining to the transfer, conveyance and assignment to Purchaser of all of Seller’s right, title and interest in and to the Ground Lease, the Ground Lease shall be in full force and effect, and there shall be no default thereunder, and Elmsford 1705 shall have executed and delivered to Purchaser (i) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing Elmsford 1705 Estoppel Certificate and Waiver, (ii) a recognition agreement executed by Elmsford 1705 and Elmsford 1705's lender in favor of Purchaser's lender on terms reasonably acceptable to Purchaser's lender if required by Purchaser's lender, (iii) if requested by Purchaser's lender, an intercreditor agreement between Elmsford 1705’s lender and Purchaser’s lender (collectively, such recognition agreement and intercreditor agreement are referred to as the Company in order "Recognition Agreements"), and (iv) a waiver by Elmsford 1705 of its right of first offer pursuant to repurchase the Repurchased Stock and WarrantsEasement Agreement; (ivF) Masco the BBB Sublease shall be in full force and effect, there shall be no uncured default thereunder and no conditions that with notice or the passage of time would be a default, BBB shall have executed and delivered to Purchaser a Tenant Estoppel Certificate and the Company duly executed amendments to the Corporate Services Termination Agreement, dated as and BBB shall have paid the Termination Fee into escrow with the Title Company pursuant to an escrow agreement in which BBB unconditionally agrees that the Termination Fee shall be released at Closing and upon delivery to BBB by the Title Company of January 1, 1987, the Corporate Opportunities a fully executed Termination Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (vG) Masco Seller shall have delivered performed and observed, in all material respects, all covenants and agreements of this Agreement to the Company a duly executed termination be performed and observed by Seller prior to and as of the Warrant Agreement, dated as date of March 31, 1993, between Masco and the CompanyClosing; (viH) there Seller shall be a simultaneous closing deliver the Property in substantially the same condition as it was at the Expiration Date (subject however to Section 5.1 and subject to Seller’s obligations under Section 5.3.5), excepting reasonable use and wear thereof and also excepting any condition at the Property that has been caused by the acts or omissions of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇Purchaser and/or its agents and representatives; and (viiI) the purchase Termination Agreement shall be fully executed by the Purchaser at Closing and by BBB prior to Closing and approved by the Seller and the Purchaser. Notwithstanding anything contained in this Section 6.2.2 to the contrary, in the event Seller is obligated to make any payments in order to satisfy any of the Repurchased Stock foregoing Purchaser Closing Conditions, then to the extent that Seller directs the Title Company, in writing, to cause to be delivered from the Purchase Price the full amount of any such payment(s) to the party entitled to receive same (including, without limitation, with respect to (a) amounts required to remove any Mandatory Removal Items and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It sums of money due from Seller under this Agreement, which written direction shall be a condition not have been modified, rescinded or revoked, such obligation to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company make such payment shall be deemed to have represented and warranted that this is so) and satisfied in full by the Company shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from ▇▇. ▇▇▇▇▇▇▇▇▇Seller.