Common use of Conditions Clause in Contracts

Conditions. (a) The Company, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.

Conditions. 10.1 The obligation of SCOLP to consummate the acquisition of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of SCOLP hereunder which, if not performed or determined to be acceptable to SCOLP on or before the Contribution Date (unless a different time for performance is expressly provided herein), shall permit SCOLP, at its sole option (understanding SCOLP may proceed to close upon the failure of any condition and preserve its remedies hereunder), to declare this Agreement null and void and of no further force and effect by written notice to Contributor, whereupon none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations hereunder to the other except for any provision hereof which expressly survives the termination of this Agreement (provided that SCOLP shall have the right to waive any one or all of such conditions): (a) The Company, SCOLP has not terminated this Agreement on its own initiative, shall not change or before the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms expiration of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date Investigation Period as provided in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Section 9.1 herein. (b) Except On the Contribution Date, title to the Project and the Membership Interests shall be in the condition required by this Agreement and the Title Company shall be in a position to issue the title policy pursuant to the Commitment. (c) The Contributor, Owner and Holding Company shall have complied with and performed all covenants, agreements and conditions on their part to be performed under this Agreement within the time herein provided for such performance. (d) The representations, warranties and agreements of Contributor, Owner and the Holding Company contained herein and in all documents and agreements executed pursuant hereto are and shall be true and correct as of the date hereof and as of the Contribution Date in all material respects. (e) From and after the date hereof to the Contribution Date, there shall have been no material adverse change in or to the Project, the business conducted thereon, Owner or the Holding Company. (f) No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement or which would affect the right of SCOLP to own, operate and control the Holding Company, the Owner or the Project. (g) The Consent to Transfer Approval shall have been obtained on terms and conditions satisfactory to SCOLP. If SCOLP is unable to obtain a satisfactory Consent to Transfer Approval within ninety (90) days after the Effective Date (the “Approval Deadline Date”), then SCOLP shall have the right to terminate this Agreement by written notice of such termination given to Contributor and Owner on or before the Approval Deadline Date then in effect. SCOLP has the right to extend the Approval Deadline Date by one sixty (60) day period by notice of such extension given to Owner and Contributor prior to the Approval Deadline Date then in effect. If SCOLP does not give this notice on or before the Approval Deadline Date, then this condition shall be deemed waived by SCOLP. (h) Closing pursuant to the terms of All of the Other Acquisition Agreements contemporaneously with the Closing under this Agreement is a condition of Closing under this Agreement unless the failure to close any of All of the Other Acquisition Agreements is due to the default of SCOLP (or other purchaser, as appropriate) under such agreements; or unless the failure to close any of All of the Other Acquisition Agreements is due to the exercise of a right to terminate in connection with casualty or condemnation of a project. (i) In the event a duly organized homeowners’ association operates at the Project, or it is otherwise set forth determined Section 723.071 of the Florida Statute applies to the Project, the Contributor’s special legal counsel shall deliver to Contributor a legal opinion (at SCOLP’s sole cost and expense), in form and substance satisfactory to SCOLP and Contributor and upon which they may rely, as to the full compliance of this transaction with Section 723.071 of the Florida Statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under Section 723.071 in form and substance sufficient for the Title Company to eliminate any exception resulting from such statute. 10.2 The obligation of Contributor to consummate the contribution of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of Contributor hereunder which, if not performed or contemplated determined to be acceptable to Contributor on or before the Contribution Date (unless a different time for performance is expressly provided herein), including in paragraph shall permit Contributor, at its sole option (understanding Contributor may proceed to close upon the failure of any condition and preserve its remedies hereunder), to declare this Agreement null and void and of no further force and effect by written notice to the SCOLP, whereupon none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations hereunder to the other except for any provision hereof which expressly survives the termination of this Agreement (provided that Contributor shall have the right to waive any one or all of such conditions): (a) aboveSCOLP shall have complied with and performed all covenants, no changesagreements and conditions on its part to be performed under this Agreement within the time herein provided for such performance. (b) The representations, amendments or modifications made on or after the Inception Date warranties and agreements of SCOLP contained herein and in all documents and agreements executed pursuant hereto are and shall be true and correct as of the date hereof and as of the Contribution Date in all material respects. (c) Contributor shall have received the consideration provided in Section 2 above. (d) No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement. (e) The Consent to Transfer Approval shall have been obtained on terms and conditions of the LBL Contracts satisfactory to Contributor. (including to any contract riders or endorsements theretof) shall be covered hereunder unless made by the Reinsurer Closing pursuant to the Administrative Services terms of All of the Other Acquisition Agreements contemporaneously with the Closing under this Agreement is a condition of Closing under this Agreement unless the failure to close any of All of the Other Acquisition Agreements is due to the default of the Owner, Holding Company or made Contributor (or consented other seller, as appropriate) under such agreements; or unless the failure to close any of All of the Other Acquisition Agreements is due to the exercise of a right to terminate in connection with casualty or condemnation of a project; or unless any party which is entitled to do so is exercising its rights to purchase any project subject to the Other Contribution Agreements pursuant to Section 723.071 of the Florida statutes. (g) In the event a duly organized homeowners’ association operates at the Project, or it is otherwise determined Section 723.071 of the Florida Statute applies to the Project, the Contributor’s special legal counsel shall deliver to Contributor a legal opinion (at SCOLP’s sole cost and expense), in form and substance satisfactory to Contributor and SCOLP, as to the full compliance of this transaction with Section 723.071 of the Florida Statutes. 10.3 The parties acknowledge that the Total Agreed Value provided for in the Summary of Terms was arrived at after giving due consideration to the tax treatment of this transaction by the Company with Contributor and SCOLP. A cash payment to the prior written approval Contributor in exchange for the Membership Interests would trigger a significantly greater present tax liability than is the case under the transaction provided for in this Agreement. Should SCOLP, for reasons outside of its control, be unable to issue Units to the ReinsurerContributor at Closing, the cash purchase price will be the amount set forth on the Summary of Terms and SCOLP shall deposit 15% of such cash purchase price in escrow as an ▇▇▇▇▇▇▇ money deposit pending Closing. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval legal opinion required under Section 10.01 (i) and 10.02 (g) cannot be delivered and notice of the Reinsurertransaction is required to be provided to the residents at the Project, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if notice shall provide for payment of the non-approved changes, amendments or modifications had not been madecash purchase price set forth in the Summary of Terms.

Conditions. The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) The Company, on its own initiative, the representations and warranties in Article III and Article IV shall not change the terms be true and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms correct when made and at and as of the LBL Contracts or Closing Date as if such representations and warranties were made at such time (iii) the requirements except that those representations and warranties which are made as of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms a specific date shall be true and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer correct only as of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informaldate).; (b) Except as otherwise Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth or contemplated hereinon Schedule 3.7(b), including in paragraph (a) aboveand all filings, no changes, amendments or modifications made on or after registrations and notifications necessary to permit the Inception Date consummation of the terms transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the LBL Contracts shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (including j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to any contract riders or endorsements thereto) shall be covered hereunder unless made delivered by the Reinsurer them pursuant to the Administrative Services Agreement or made or consented Section 9.1(a), in form and content reasonably satisfactory to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeBuyer.

Conditions. (a) The Companyobligation of the Investor to consummate the Closing shall be subject to the condition that all representations and warranties and other statements of the Company shall be true and correct as of the date of this Agreement and the date of the Closing (except those representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), on except for such failures to be so true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein) as would not have, individually in the aggregate, a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its own initiative, obligations hereunder theretofore to be performed (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein); and the condition that since the date hereof no Material Adverse Effect shall not change the terms have occurred and conditions of any LBL Contract, other than for any changes that are required due be continuing with respect to either (i) changes in Applicable Law, (iix) the terms of the LBL Contracts Company or (iiiy) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or Company after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due giving effect to the reasons identified in clauses (i), (ii) or (iii) above, transactions contemplated by the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Branch Purchase Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except The obligation of the Company to consummate the Closing shall be subject to the condition that all representations and warranties and other statements of the Investor shall be true and correct as of the date of this Agreement and the date of the Closing (except those representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date); and the condition that the Investor shall have performed all of its obligations hereunder theretofore to be performed. (c) The obligation of each of the Investor and the Company to consummate the Closing shall be subject to the following additional conditions: (1) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the transactions contemplated hereby or prohibit the Investor from owning or voting any of the Investor Shares; (2) the purchase by the Investor of the Investor Shares shall not (i) require the Investor or any of its affiliates to file a prior notice under the Change in Bank Control Act, or otherwise seek prior approval or non-objection of any state or federal banking regulator; (ii) require the Investor or any of its affiliates to become a bank holding company; or (iii) cause the Investor, together with any other person whose securities of the Company would be aggregated with the Investor’s securities of the Company for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Investor and such other persons) would represent more than 9.9% of any class of voting securities of the Company outstanding on the date of the Closing (after giving effect to the purchase of the Investor Shares contemplated hereby); and (3) the conditions set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date Section 10 of the terms and conditions Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant Branch Purchase Agreement with respect to the Administrative Services Agreement or made or consented to by the Company with the prior written approval Company’s acceptance of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval proceeds of the ReinsurerAcceptable Financing (as defined in the Branch Purchase Agreement), this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments shall have been satisfied or modifications had not been madewaived.

Conditions. All Board and stockholder approvals and other conditions necessary to avoid any adverse tax or securities law consequences or other adverse consequences associated with the above-referenced restricted stock awards, options or incentive payments, including without limitation any such consents under Internal Revenue Code (a“Code”) The Sections 162(m), 280G, 409A or otherwise or under Rule 16b-3 promulgated by the SEC, will be promptly and timely sought by the Company, on its own initiative, and the Company shall not change the terms and conditions of any LBL Contract, other than for any changes use commercially reasonable efforts to ensure that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under principal investors affiliated with any of the LBL Contracts directors will provide a support letter confirming their consent to such matters in connection with any Board approval hereof and thereof. In addition, it is changed because the intent of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make Employee that all appropriate adjustments to amounts due each other payments, awards and benefits hereunder shall either be exempt from the application of, or comply with, the requirements of Section 409A and Section 280G of the Code and that no award shall be granted, deferred, accelerated, extended, paid out or modified under this AgreementAgreement in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon the Employee. With respect to any change required due This Agreement and all awards hereunder shall be construed to the reasons identified greatest extent possible in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any a manner that effects such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurerintent. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract it is reasonably determined by the Company without the prior written approval or its Board that, as a result of Section 409A of the ReinsurerCode, any payment or delivery of shares in respect of any award of restricted stock or options under this Agreement may not be made at the time contemplated by the terms of this Agreement or the relevant award agreement, as the case may be, without causing the Employee to be subject to taxation under Section 409A of the Code, the Company will cover Reinsured Risks incurred make such payment or delivery of shares on the first day that would not result in the Employee incurring any tax liability under Section 409A of the Code, and in the event any such award hereunder unavoidably becomes subject to tax under Section 409A or 280G, the Company will provide to Employee a cash bonus in an amount adequate to satisfy any such incremental tax liability on or before the payment due date with respect to such tax liability. The definition of Business Combination is intended to comply with the definition of “change of control” under Section 409A of the Code and, to the extent that the above definition does not so comply and the payments contemplated hereunder are subject to Section 409A of the Code, such definition shall be limited (but not expanded) to the extent required to ensure that this definition complies with the requirements of Section 409A of the Code, and no Business Combination shall be deemed to have occurred if a change of control has not occurred for purposes of Section 409A of the Code. The determination of whether such a change of control and Business Combination occurred will be objectively determined by the Company under such LBL Contract as if the in a non-approved changes, amendments or modifications had not been madediscretionary manner.

Conditions. A. In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: 1. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the Closing Date: (a) The Companyall of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such owner’s title insurance policy shall satisfy the requirement that title to the Real Property shall be good and marketable. 2. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made part either on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Closing Date. (b) Except 3. All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms Closing Date and conditions Seller will deliver to Purchaser at Closing a certificate to that effect. 4. The physical condition of the LBL Contracts (including to any contract riders or endorsements thereto) Property shall be covered hereunder unless made by not have materially changed since the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeEffective Date.

Conditions. 5.1 Conditions to the Obligations of Parent, the Purchaser and the Company. The obligations of Parent, the Purchaser and the Company to consummate the Merger are subject to the satisfaction, at or before the Effective Time, of each of the following conditions: (a) The Company, on its own initiative, Purchaser shall have purchased all Shares duly tendered and not change the terms and conditions of any LBL Contract, other than for any changes that are required due withdrawn pursuant to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) Offer and subject to the requirements of any Governmental Entity. If terms thereof; provided that the Company’s liability under any obligation of the LBL Contracts is changed because of changes made Parent and the Purchaser to effect the Merger shall not be conditioned on or after the Inception Date in the terms and conditions fulfillment of the LBL Contracts condition set forth in this Section 5.1 (including a) if the failure of the Purchaser to any contract riders or endorsements thereto) that are required due purchase the Shares pursuant to the reasons identified in clauses (i), (ii) Offer shall have constituted a breach of the Offer or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under of this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth The consummation of the Merger shall not be precluded by any order, decree or contemplated hereininjunction of a court of competent jurisdiction (each party agreeing to use its best efforts to have any such order reversed or injunction lifted), including and there shall not have been any action taken or any Law enacted, promulgated or deemed applicable to the Merger by any Governmental Entity that makes consummation of the Merger illegal. (c) If required by Certificate of Incorporation and By-Laws of the Company and the DGCL, this Agreement shall have been approved and adopted by the affirmative vote of the holders of the requisite number of shares of Common Stock in paragraph accordance with the Certificate of Incorporation and By-Laws of the Company and the DGCL. (▇) ▇▇▇ applicable waiting period under the HSR Act shall have expired or been terminated. 5.2 Conditions to the Obligations of Parent and the Purchaser. The obligations of Parent and the Purchaser to consummate the Merger are subject to the satisfaction, at or before the Effective Time, of the following conditions: (a) above, no changes, amendments or modifications made The Company shall have performed all of its material agreements and covenants contained in this Agreement required to be performed on or after prior to the Inception Date Effective Time and the representations and warranties of the terms Company contained in this Agreement shall be true and conditions correct in all material respects on and as of (i) the date made and (ii) except in the case of representations and warranties expressly made solely with reference to a particular date, the Effective Time, and Parent and the Purchaser shall have received a certificate of an executive officer of the LBL Contracts Company to such effect. (including b) The Company shall not have received notice from the holder or holders of more than 10% of the outstanding Shares, determined on a fully diluted basis, that such holder or holders have exercised or intend to any contract riders exercise its or endorsements theretotheir appraisal rights under Section 262 of the DGCL. (c) shall be covered hereunder unless made The 179,656 Shares previously held by the Reinsurer pursuant Trust shall have been returned to the Administrative Services Agreement or made or consented Company and canceled, as described in the third recital to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeAgreement.

Conditions. SECTION 8.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) The Company, on its own initiative, this Agreement and the transactions contemplated hereby shall not change have been approved and adopted by the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms requisite vote of the LBL Contracts or (iii) the requirements stockholders of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change Parent under applicable administrative procedures (both formal law and informal).applicable listing requirements; (b) Except as otherwise set forth the shares of Parent Common Stock issuable in the Merger and those to be reserved for issuance upon exercise of stock options or contemplated herein, including in paragraph warrants or the conversion of convertible securities shall have been authorized for listing on the Nasdaq National Market; (ac) above, no changes, amendments or modifications made on or after the Inception Date waiting period applicable to the consummation of the terms and conditions Merger under the HSR Act shall have expired or been terminated; (d) the Registration Statement shall have become effective in accordance with the provisions of the LBL Contracts (including to any contract riders or endorsements thereto) Securities Act, and no stop order suspending such effectiveness shall be covered hereunder unless made have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the Reinsurer pursuant SEC or any state regulatory authorities; (e) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (f) no statute, rule or regulation shall have been enacted by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the Merger illegal; (g) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P., certified public accountants for Parent, shall have delivered a letter, dated the Closing Date, addressed to Parent, in form and substance reasonably satisfactory to Parent, to the Administrative Services effect that the Merger will qualify for a pooling of interests accounting treatment if consummated in accordance with this Agreement; and (h) each of the parties to the Agreement or made or consented shall have received a letter dated the Closing Date, addressed to by the Company, from Ernst & Young, LLP regarding such firm's concurrence with the Company's management's conclusions that no conditions exist related to the Company that would preclude the Parent's accounting for the Merger with the prior written approval Company as a pooling of the Reinsurerinterests under Accounting Principles Board Opinion No. In the event that any such changes, amendments or modifications are made or consented to 16 if closed and consummated in any LBL Contract by the Company without the prior written approval of the Reinsurer, accordance with this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeAgreement.

Conditions. (a) The Company, on its own initiative, shall not change obligations of each party to consummate the terms Blackstone Repurchase and conditions of any LBL Contract, other than for any changes that to effectuate the Closing are required due subject to (i) changes in Applicable Law, (ii) the terms closing of the LBL Contracts or (iii) Blackstone Secondary Offering and the requirements of any Governmental Entity. If delivery to the Company’s liability under any underwriters of the LBL Contracts is changed because of changes made on or after the Inception Date shares purchased in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder Blackstone Secondary Offering and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Purchase Price per share being no greater than $ . (b) Except as otherwise The obligations of the Company to consummate the Blackstone Repurchase and to effectuate the Closing are subject to the condition that the representations and warranties of Blackstone set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications this Agreement shall be true and correct in all material respects on and as of the Closing Date as though made on or after the Inception Date and as of the terms Closing Date. (c) The obligations of Blackstone to consummate the Blackstone Repurchase and conditions to effectuate the Closing are subject to the condition that the representations and warranties of the LBL Contracts Company set forth in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date. (d) The obligations of each party to consummate the Blackstone Repurchase and to effectuate the Closing are subject to the condition that immediately after giving effect to the consummation of the Blackstone Repurchase (i) the present fair value and fair saleable value of the assets of the Company is not less than the total amount of the Company’s liabilities (including contingent liabilities); (ii) the Company should be able to pay its debts as they become due and mature; (iii) the Company does not engage in any contract riders business or endorsements theretotransaction, for which its property would constitute unreasonably small capital; and (iv) the actual, current value of the Company’s assets minus its liabilities shall be covered hereunder unless made by greater than the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeCompany’s statutory capital.

Conditions. The obligations of the Purchaser to purchase the Purchased Shares shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is for the Purchaser’s exclusive benefit and may be waived by the Purchaser, in whole or in part at its option, and any one or more of which, if not satisfied or waived, will relieve the Purchaser of any obligation under this Agreement): (a) each of the acts, undertakings, obligations, agreements and covenants of the Vendors and the Targets under this Agreement or under any Closing Document to be performed or complied with on or before the Closing Date shall have been duly performed or complied with in all material respects, and the Purchaser shall have received a certificate of the Vendors addressed to the Purchaser and dated as of the Closing Date confirming same. The Companyacceptance by the Purchaser, on in its own initiativesole discretion, shall of a certificate which does not change the terms and conditions of any LBL Contract, other than for any changes that are required due correspond in all respects to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts preceding sentence shall be deemed to constitute a variation or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shallamendment, to the extent practicabletherein described, prior to of the effectiveness provisions of this Agreement or any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).Closing Document; (b) Except each of the representations and warranties made in favour of the Purchaser pursuant to this Agreement shall be true, complete and correct in all material respects (except that those representations and warranties which are qualified as otherwise set forth to material, materiality, Material Adverse Change or contemplated hereinsimilar expressions, including or are subject to the same or similar type exceptions, shall be true, complete and correct in paragraph (aall respects) above, no changes, amendments or modifications on the Closing Date as if made on or after and as of such date, and the Inception Date Purchaser shall have received a certificate of the terms Vendors addressed to the Purchaser and conditions dated as of the LBL Contracts (including Closing Date confirming same. The acceptance by the Purchaser, in its sole discretion, of a certificate which does not correspond in all respects to any contract riders or endorsements thereto) the terms of the preceding sentence shall be covered hereunder unless made by the Reinsurer pursuant deemed to be a waiver of any representation or warranty contained in this Agreement to the Administrative Services Agreement extent therein described; (c) there shall not have occurred, in the judgment of the Purchaser, acting reasonably, a Material Adverse Change since the execution of this Agreement; (d) the Purchaser shall be satisfied that no Claim or made Threatened Claim shall have been taken, made, threatened or consented instituted, whether or not having the force of Law, and no Law or Order shall have been proposed, enacted, promulgated, issued or applied: (i) to by prohibit or impose any limitation or condition on the Company completion of the transactions contemplated herein or in any Closing Document or the right of the Purchaser to own or exercise full rights of ownership of all of the Purchased Shares; or (ii) which, if the transactions contemplated herein were completed, could reasonably be expected to result in a Material Adverse Change or prevent the Targets from carrying on, in all material respects, the Business as presently carried on; (e) the Purchase shall be satisfied with the prior written approval results of its due diligence relating to the Targets and the Business; (f) all Required Third Party Consents shall have been obtained; (g) the Pre-Closing Reorganization shall have been duly completed to the satisfaction of the Reinsurer. In Purchaser; and (h) the event Purchaser shall be satisfied, acting reasonably, that any such changes, amendments no fact or modifications are made or consented to circumstance identified in any LBL Contract by the Company without the prior written approval its confirmatory due diligence of the ReinsurerTargets, this Agreement will cover Reinsured Risks incurred by their respective assets and the Company under such LBL Contract as if Business would or could result in a Material Adverse Change or materially and adversely affect, delay or impair the non-approved changes, amendments or modifications had not been madetransactions contemplated hereby.

Conditions. Section 6.1 Conditions to Each Party’s Obligation To Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law): (i) This Agreement shall have been adopted and approved by the Company Required Vote and (ii) the Parent Proposal shall have been approved and adopted by the Required Parent Vote; (b) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the Merger or makes the Merger illegal; (c) Other than filing the Certificate of Merger in accordance with the DGCL, all authorizations, consents and approvals of all Governmental Entities required to be obtained prior to consummation of the Merger shall have been obtained, except for such authorizations, consents, and approvals the failure of which to be obtained individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on any party to this Agreement; (d) The S-4 shall have been declared effective, and no stop order suspending the effectiveness of the S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) The shares of Parent Common Stock issuable to the stockholders of the Company in the Merger and to the holders of the Company Options, Company Stock Awards, and Performance Stock Awards shall have been authorized for listing on Nasdaq, subject to official notice of issuance. Section 6.2 Conditions to the Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of Parent set forth in Sections 4.2, 4.3, 4.5(a) and all statements set forth in Section 4.27 (relating to Taxes) shall be true and correct in all material respects both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (ii) the representations and warranties of each of Parent set forth in this Agreement (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.5(a) and all statements set forth in Section 4.27 (relating to Taxes)), shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The Company shall have received a certificate signed on behalf of Parent by each of two senior executive officers of Parent to the foregoing effect; (b) Parent shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time pursuant to the terms of this Agreement, and the Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent to such effect; (c) There shall not be pending any suit, action or proceeding by any Governmental Entity seeking to restrain, preclude, enjoin or prohibit the Merger or any of the other transactions contemplated by this Agreement; (d) The Company shall have received the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, on the date on which the S-4 is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent and the Company, all of which are consistent with the state of facts existing as of the date on which the S-4 is filed and the Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 6.2(d), ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP shall have received and may rely upon the certificates and representations referred to in Section 5.13(d); (e) Parent must have delivered to its own initiativecounsel, the Company and the Company’s counsel a certificate signed on behalf of Parent by a duly authorized officer of Parent certifying the representations set forth in Section 4.27 and as otherwise reasonably requested by the Company’s or Parent’s tax counsel; (f) During the period from the date of execution of this Agreement until the Effective Time, there shall not change have occurred a Material Adverse Effect on Parent; (g) On a pro forma basis and after giving effect to all transactions contemplated by this Agreement to occur on the Closing Date, (i) Parent must have funds equal to at least the amount set forth on Section 6.2(g)(i) of the Parent Disclosure Letter available for borrowing under all tests and all provisions set forth in its credit agreements, as in effect on the Closing Date, (ii) no default or event of default would exist under such credit agreements of Parent, and (iii) additional debt in an amount equal to at least the amount set forth on Section 6.2(g)(iii) of the Parent Disclosure Letter would not result in a default or event of default under such credit agreements of Parent and the Company shall have received a certificate of Parent signed on its behalf by its Chief Executive Officer or Chief Financial Officer to such effect; and (h) To the extent that any notes remain outstanding under the Parent Indenture, Parent shall have complied with all the applicable provisions of the Parent’s Indenture so that on a pro forma basis and after giving effect to all transactions contemplated by this Agreement, no default or event of default will have occurred under the Parent Indenture, and the Company shall have received a certificate of Parent signed on its behalf by its Chief Executive Officer or Chief Financial Officer to such effect. In addition, on a pro forma basis and after giving effect to all transactions contemplated by this Agreement, no default or event of default will have occurred under the Company Indenture (excluding any defaults or events of default in existence under the Company Indenture immediately prior to the Effective Time); provided that, to the extent any notes remain outstanding under the Company Indenture, the Company shall have complied with all the applicable provisions of the Company’s Indenture prior to the Effective Time, such that the Company’s failure to comply with the applicable provisions of the Company’s Indenture shall not have caused the default or event of default occurring on a pro forma basis and after giving effect to all transactions contemplated by this Agreement. Section 6.3 Conditions to Obligations of Parent to Effect the Merger. The obligations of Parent to effect the Merger are further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of the Company set forth in Sections 3.2, 3.3 and 3.5(a) and all statements set forth in Section 3.26 (relating to Taxes) shall be true and correct in all material respects both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (ii) the representations and warranties of the Company set forth in this Agreement (other than the representations and warranties set forth in Sections 3.2, 3.3 and 3.5(a) and the statements set forth in Section 3.26) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Parent shall have received a certificate signed on behalf of the Company by each of two senior executive officers of the Company to the foregoing effect; (b) The Company shall have performed in all material respects each of its obligations under this Agreement required to be performed by it at or prior to the Effective Time pursuant to the terms of this Agreement, and conditions Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer to such effect; (c) There shall not be pending any LBL Contractsuit, other than for action or proceeding by any changes that are required due Governmental Entity seeking to (i) changes prohibit or limit in Applicable Lawany material respect the ownership or operation by the Company or Parent or any of their respective affiliates of a substantial portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or to require any such Person to dispose of or hold separate any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, as a result of the Merger or any of the other transactions contemplated by this Agreement or (ii) restrain, preclude, enjoin or prohibit the Merger or any of the other transactions contemplated by this Agreement; (d) Parent shall have received the opinion of ▇▇▇▇▇▇▇▇ & Knight, LLP, counsel to Parent, in form and substance reasonably satisfactory to Parent, on the date on which the S-4 is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent and the Company, all of which are consistent with the state of facts existing as of the date on which the S-4 is filed or the Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the terms Company and Parent will each be a “party to the reorganization” within the meaning of Section 368 of the LBL Contracts or Code. In rendering the opinion described in this Section 6.3(d), ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, shall have received and may rely upon the affiliate letters, certificates and representations referred to in Section 5.13(d); (iiie) The number of Dissenting Shares shall not exceed 10% of the requirements outstanding shares of Company Common Stock; (f) All material consents and approvals of any Governmental Entity. If Person that the Company or Parent or any of their respective Subsidiaries is required to obtain in connection with the consummation of the Merger, including consents and approvals from parties to loans, contracts, leases or other agreements, shall have been obtained, and a copy of each such consent and approval shall have been provided to Parent at or prior to the Closing, except for such consents and approvals the failure of which to be obtained individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on the Company or Parent, as applicable; (g) The Company must have delivered to its counsel, Parent and Parent’s counsel a certificate signed on behalf of the Company by a duly authorized officer of the Company certifying the representations set forth in Section 3.26 and as otherwise reasonably requested by the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).Parent’s tax counsel; and (bh) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after During the Inception Date period from the date of the terms and conditions execution of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by until the Company under such LBL Contract as if Effective Time, there shall not have occurred a Material Adverse Effect on the non-approved changes, amendments or modifications had not been madeCompany.

Conditions. 5.1 The obligations of the Sellers and the Purchaser to complete the sale and purchase of the Shares are in all respects conditional on the satisfaction (or waiver, as the case may be) of the following matters (the “Conditions”): (a) with regard to each of the Project Licences, the approval of the Botswanan Minister of Minerals and Energy to the change in control in the Group brought about by the sale and purchase of the Shares having been obtained, evidenced in writing and not withdrawn, such approval being either unconditional or on conditions that do not have a material adverse effect (the “Botswana CoC Condition”); (b) the approval of the Transaction by the Competition and Consumer Authority having been obtained, evidenced in writing and not withdrawn, such approval being either unconditional or on conditions that do not have a material adverse effect; (c) the approval of the Transaction by SAMR, ▇▇ving been obtained, evidenced in writing and not withdrawn; (d) the requisite majority of relevant shareholders of the Purchaser Guarantor as required under the rules entitled the “Rules (the “Listing Rules”) Governing the Listing of Securities on The Company, on its own initiativeStock Exchange of Hong Kong Limited (the “Stock Exchange”) as published by the Stock Exchange from time to time, shall not change have approved as a “Major Transaction” (as defined in the terms and conditions of any LBL Contract, other than for any changes that are required due to (iListing Rules) changes in Applicable Law, (ii) the terms by written shareholders' approval under Rule 14.44 of the LBL Contracts or Listing Rules, the entry by the Purchaser into this Agreement and the transactions contemplated by this Agreement (iiithe “Shareholder Approval Condition”); (e) completion by the requirements Purchaser of any Governmental Entityan NDRC Filing; and (f) there shall be no Order in effect that prohibits the Sellers and Purchaser completing the sale and purchase of the Shares. If For the Company’s liability under avoidance of doubt, the Condition in Clause 5.1(d) shall not be waived by any of the LBL Contracts is changed because Parties for any reason whatsoever. 5.2 The Sellers shall use their best endeavours to procure the fulfilment of changes made on the Botswana CoC Condition as soon as possible, and in any event before the Long Stop Date including making all appropriate filings within ten (10) Business Days of this Agreement. 5.3 The Purchaser shall: (a) subject to Clause 5.6, use its best endeavours to procure the fulfilment of the Botswana CoC Condition and Antitrust Conditions as soon as possible, and in any event before the Long Stop Date, including making all appropriate filings within ten (10) Business Days of this Agreement (provided that all necessary information and documents are provided by the Sellers upon request with no unreasonable delay); (b) use its best endeavours to procure the fulfilment of the Shareholder Approval Condition as soon as possible, and in any event before the Long Stop Date; and (c) submit the NDRC Filing to the NDRC as soon as practicable following the date of this Agreement and in any event within ten (10) Business Days of this Agreement. 5.4 Without limiting the generality of Clause 5.3 and Clause 15.4, the Purchaser Guarantor and Purchaser agree to provide or after procure the Inception Date provision of any guarantee in favour of the Government of Botswana in respect of the Group’s obligations under the Project Licences as may be requested by the Minister of Mineral Resources, Green Technology and Energy Security in connection with the satisfaction of the Botswana CoC Condition. 5.5 In respect of the Antitrust Conditions, the Purchaser shall: (a) prepare and submit any notifications, filings or submissions (or drafts thereof as appropriate in certain jurisdictions) to the applicable Regulatory Authority within ten (10) Business Days from the later of the date of this Agreement or, in the terms case of a Regulatory Authority not identified in this Agreement, the date of that Regulatory Authority issues a request or enquiry relating to the transactions contemplated by the Transaction Documents, with all information required in connection therewith, provided that all necessary information and conditions documents are provided by the Sellers upon request with no unreasonable delay; (b) allow the Lead Seller the opportunity to participate in any important/substantial call or meeting with the Regulatory Authority, and within two (2) Business Days inform the Lead Seller of the LBL Contracts content of any meeting, material conversation and any other communication which takes place between the Purchaser (including to any contract riders or endorsements theretoits Agents) that are required due and the Regulatory Authority in which the Lead Seller did not participate and provide copies or, in the case of non-written communications, a written summary, to the reasons identified Lead Seller; (c) procure that the Lead Seller is given a reasonable opportunity to review and comment on drafts of all notifications, filings and submissions before they are submitted to the Regulatory Authority and provide the Lead Seller with final copies of all such notifications, filings and submissions (it being acknowledged that certain such drafts and/or documents may be shared on a confidential basis only with outside counsel) and take account of any reasonable comments that the Lead Seller may have; (d) use its best endeavours to avoid any declaration of incompleteness by the Regulatory Authority or any other suspension of the periods for clearance; (e) not, without the prior written consent of the Lead Seller, withdraw any notification, filing or submission made to the Regulatory Authority; and (f) bear all filing fees (and necessary translation costs) associated with the notification and filings made in clauses (iorder to satisfy the Antitrust Conditions, with each Party bearing its own legal fees. 5.6 In respect of the Conditions in Clause 5.1(a) and 5.1(b), (ii) or (iii) above, nothing in this Agreement shall require the Reinsurer will share in the change proportionately Purchaser to offer to the coinsurance share hereunder relevant Regulatory Authorities or to accept or agree any undertakings, commitments, conditions, modifications or remedies, whether involving divestments or disposals or constraints on prices or other behaviour or otherwise in order to obtain the satisfaction such Conditions (each, a “Regulatory Undertaking”), in each case to the extent that such a Regulatory Undertaking would have a material adverse effect. 5.7 The Sellers and the Company Purchaser agree that the Purchaser shall be primarily responsible for responding to all requests and enquiries from the Regulatory Authority and such requests and enquiries shall be dealt with, in each case, by the Lead Seller and the Reinsurer will make all appropriate adjustments to amounts due Purchaser in consultation with each other under this Agreement. With respect to any change required due to and the reasons identified in clauses (i) or (iii) above, Lead Seller and the Company shallPurchaser shall co-operate with each other and the Regulatory Authority, to the extent practicablenecessary and on a confidential basis, prior and provide all necessary information and assistance reasonably required by the other or by the Regulatory Authority as soon as reasonably practicable upon being requested to do so, provided that any information provided in relation to a Seller (rather than the Group) shall be provided only to the effectiveness Regulatory Authority and the Purchaser’s Lawyers on a strictly confidential basis and shall not be provided to the Purchaser. 5.8 Nothing in Clause 5.5 and 5.7 shall require a Party to share information, documents or communications with the other if prohibited by a Regulatory Authority from doing so. 5.9 Nothing in Clause 5.5 and 5.7 shall require a Party to disclose to or receive from the other any competitively sensitive information or business secrets. In order to comply with their obligations in Clause 5.5 and 5.7, the Parties will make arrangements for the provision of copies of relevant information, documents and communications to the other Party's external advisors on an external advisor only basis together with redacted versions excluding any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, competitively sensitive information or business secrets to the extent practicableother Party. 5.10 Without prejudice to Clauses 5.2 and 5.3, each of the Purchaser (on the one hand) and the Sellers (on the other hand) will promptly: (a) co-operate with the other with a view to object to such change under applicable administrative procedures (both formal and informal).achieving satisfaction of the Botswana CoC Condition; (b) Except as provide the other with any necessary information, assistance and documents reasonably required for the purposes of making any submissions and notifications or filings necessary for the purposes of satisfying the Botswana CoC Condition; and (c) provide any Relevant Authority with any necessary information or documents required by such Relevant Authority for the purposes of satisfying the Botswana CoC Condition. 5.11 Each Seller undertakes to notify the Purchaser (and any other Seller which is not otherwise set forth aware) in writing, and the Purchaser undertakes to notify the Sellers in writing, of anything which will or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made may prevent any of the Conditions from being satisfied on or before the Long Stop Date or Extended Long Stop Date (if applicable) promptly after it comes to their attention. 5.12 The Purchaser undertakes to notify the Lead Seller as soon as possible on becoming aware that any of the Conditions has been satisfied. 5.13 Each of the Sellers and the Purchaser shall bear and pay its own costs and expenses (including all legal expenses) incurred by it in connection with or incidental to the satisfaction of the Conditions, save that the Purchaser shall be responsible for any fees, charges or other costs payable in connection with the submissions, notifications or filings referred to in Clause 5.5(a). 5.14 Except with the written consent of the Lead Seller, the Purchaser shall not, and shall procure that each member of the Purchaser’s Group shall not, directly or indirectly, either alone or in partnership or jointly or in conjunction with any person, as principal, agent, shareholder or in any other manner whatsoever, contact any Government Entities (including any Government Official thereof) in connection with the Transaction other than any Regulatory Authority. 5.15 The Lead Seller may, at its sole discretion, by written notice to the Purchaser, extend the Long Stop Date by up to three (3) months from the Long Stop Date, and the new Long Stop Date resulting from such extension shall be the “Extended Long Stop Date”. 5.16 If any of the Conditions are not fulfilled or waived on or before the Long Stop Date or the Extended Long Stop Date (if applicable), the Lead Seller may, at its sole discretion, be entitled to treat this Agreement as terminated subject to, and on the basis set out in, Clause 16.2. 5.17 If, at any time on or prior to the Long Stop Date or the Extended Long Stop Date (if applicable), the Lead Seller becomes aware that any Condition cannot be satisfied or fulfilled and it has given notice thereof as contemplated by Clause 5.11, it may thereafter, in its sole discretion, be entitled to treat this Agreement as terminated subject to, and on the basis set out in, Clause 16.2. 5.18 Where the Agreement is terminated by the Lead Seller pursuant to Clause 5.16 or Clause 5.17 solely as a result of any one or more of the Conditions in Clauses 5.1(c), 5.1(d) or 5.1(e) not being satisfied, the Purchaser shall pay the Pro Rata Portion of the Break Fee to each Seller. The Purchaser shall make such payment within thirty (30) Business Days after the Inception Date later of the terms date of termination and conditions the date the Purchaser receives notice of US dollar-denominated bank account details from all Sellers. 5.19 Payment of the LBL Contracts (including to any contract riders or endorsements thereto) Break Fee in accordance with Clause 5.18 shall be covered hereunder unless made by the Reinsurer pursuant Sellers’ sole and exclusive remedy for such termination. 5.20 If, at any time on or prior to the Administrative Services Agreement Long Stop Date or made the Extended Long Stop Date (if applicable), the Lead Seller or consented the Purchaser concludes that there is an Order in effect as contemplated by Clause 5.1(f), such Party may provide written notice to by the Company with the prior written approval of the Reinsurer. In the event that other Party at any such changestime thereafter, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurerat its sole discretion, terminating this Agreement will cover Reinsured Risks incurred by subject to, and on the Company under such LBL Contract as if the non-approved changesbasis set out in, amendments or modifications had not been madeClause 16.2.

Conditions. Section 8.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) The Company, on its own initiative, This Agreement and the Merger shall not change have been adopted and approved by the terms and conditions affirmative vote of any LBL Contract, other than for any changes that are required due to holders of (i) changes in Applicable Law, a majority of the outstanding shares of PZE Common Stock; and (ii) the terms a majority of the LBL Contracts or (iii) the requirements outstanding shares of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder DVN Common Stock and the Company and Northstar Exchangeable Shares voting as a single class with the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to DVN Special Voting Stock voting for the reasons identified Northstar Exchangeable Shares as provided in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)DVN's charter. (b) Except as otherwise set forth The waiting period applicable to the consummation of the Merger shall have expired or contemplated hereinbeen terminated under (i) the HSR Act and (ii) any mandatory waiting period under any applicable foreign competition or antitrust law or regulation where the failure to observe such waiting period referred to in this clause (ii) would have, including individually or in paragraph the aggregate, a DVN Material Adverse Effect or a PZE Material Adverse Effect. (c) None of the parties hereto shall be subject to any decree, order or injunction of a court of competent jurisdiction, U.S. or foreign, which prohibits the consummation of the Merger; provided, however, that prior to invoking this condition each party agrees to comply with Section 7.5, and with respect to other matters not covered by Section 7.5, to use its commercially reasonable best efforts to have any such decree, order or injunction lifted or vacated; and no statute, rule or regulation shall have been enacted by any governmental authority which prohibits or makes unlawful the consummation of the Merger. (d) The Form S-4 shall have become effective and no stop order with respect thereto shall be in effect. (e) The shares of Newco Common Stock to be issued pursuant to the Merger shall have been authorized for listing on the NYSE or the AMEX, subject to official notice of issuance. Section 8.2 Conditions to Obligation of PZE to Effect the Merger. The obligation of PZE to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) above, no changes, amendments or modifications made DVN shall have performed in all material respects its covenants and agreements contained in this Agreement required to be performed on or after prior to the Inception Closing Date and the representations and warranties of DVN and Newco contained in this Agreement and in any document delivered in connection herewith (i) to the extent qualified by DVN Material Adverse Effect or any other materiality qualification shall be true and correct and (ii) to the extent not qualified by DVN Material Adverse Effect or any other materiality qualification shall be true and correct so long as any failures of such representations and warranties to be true and correct, individually or in the aggregate, do not have a DVN Material Adverse Effect, as of the terms date of this Agreement and conditions as of the LBL Contracts Closing Date (including except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), and PZE shall have received a certificate of the DVN, executed on its behalf by its President or a Vice President of DVN, dated the Closing Date, certifying to any contract riders or endorsements theretosuch effect. (b) PZE shall have received the opinion of ▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., counsel to PZE, in form and substance reasonably satisfactory to PZE, dated the Closing Date, a copy of which shall be covered hereunder unless made furnished to DVN, to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code and (ii) no gain or loss will be recognized by PZE or the Reinsurer stockholders of PZE who exchange all of their PZE Common Stock solely for Newco Common Stock pursuant to the Administrative Services Agreement or made or consented Merger (except with respect to by the Company with the prior written approval cash received in lieu of the Reinsurera fractional share interest in Newco Common Stock). In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of PZE and DVN as to such matters as such counsel may reasonably request. (c) At any time after the date of this Agreement, there shall not have been any event or occurrence, individually or in the aggregate with all such events or occurrences, that any such changes, amendments have had or modifications are made or consented is likely to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madehave a DVN Material Adverse Effect.

Conditions. (a) The CompanyIf Purchaser has actual knowledge, on its own initiativeor should ---------- have actual knowledge by inspection of the Property or of the public records at or before the Closing, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Lawany representation of Seller hereunder is untrue, as of the date represented, or (ii) the terms of the LBL Contracts Seller has failed to perform, observe or (iii) the requirements of comply with any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on covenant, agreement or after the Inception Date in the terms and conditions of the LBL Contracts (including condition to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i)be performed hereunder, (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly Purchaser shall notify the Reinsurer Seller of such proposed change within five (5) days after discovery by Purchaser. Purchaser's failure to so notify Seller shall be deemed to constitute Purchaser's waiver of same as a condition to Closing and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)otherwise. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that (A) any such changesof Seller's representations made in Section 3.1 are not true as of the date of this Agreement (and for the purposes hereof a representation shall be untrue only if factually untrue and having a material adverse business or legal impact on Purchaser), amendments and (B) Purchaser has actual knowledge, or modifications are made should have actual knowledge by inspection of the Property or consented of the public records at or before the Closing that any of Seller's representations referred to in clause (A) of this sentence are untrue, then Purchaser may, as its sole remedy (whether at law or in equity), all other claims for damages or specific performances being hereby expressly waived by Purchaser, elect to terminate this Agreement, and the sole liability of Seller shall be to return to Purchaser the Deposit, together with any LBL Contract by the Company without the prior written approval of the Reinsurerinterest accrued thereon, and thereupon, this Agreement will cover Reinsured Risks incurred by shall be null and void and the Company parties hereto shall be relieved of all further obligations and liability under such LBL Contract as if this Agreement, other than with respect to those obligations and liabilities which expressly survive the non-approved changes, amendments or modifications had not been madetermination of this Agreement.

Conditions. (aA) The Company, on its own initiative, shall not change obligations of the terms and conditions of any LBL Contract, other than for any changes that Purchaser under this Agreement are required due to conditional in all respects upon: (i) changes in Applicable Lawthe Purchaser's registration statement (No. 333-95623) filed with the US Securities and Exchange Commission having been declared effective, the IPO Price having exceeded USD 10 per share, the receipt of the net proceeds of the IPO by the Purchaser and the listing of the shares of the Purchaser on the NASDAQ National Market; (ii) the terms of Investor Parties having each complied fully with its obligations in Clause 9 and the LBL Contracts or Investor Parties having delivered to the Purchaser a certificate in form and substance satisfactory to the Purchaser, who shall act reasonably, and duly executed by the Investor Parties confirming that, if such be the case, the Investor Parties have each complied fully with its obligations in Clause 9; (iii) the requirements no order or judgement of any Governmental Entitycourt or governmental, statutory or regulatory body having been issued or made prior to Completion, which has the effect of making unlawful or otherwise prohibiting the purchase of the Company by the Purchaser; (iv) the receipt of a letter in the Agreed Form from BOS indicating that it does not intend to exercise any rights that may be triggered by the transactions contemplated by this Agreement pursuant to a term loan agreement and a working capital letter and documentation relating thereto each dated 27 May, 1999(the "BOS Facilities") notwithstanding Completion and confirming that the BOS Facilities will remain in full force and effect notwithstanding Completion, in all respects on their existing terms; (v) the Warranties being accurate and not misleading as at the date of this Agreement by reference to the fact and circumstances in existence at the date of this Agreement; (vi) the Warranties continuing to be accurate in all material respects and not misleading in any material way up to and including the Completion Date and the Warranties being materially accurate and not misleading in any material way when repeated immediately before Completion by reference to the facts and circumstances subsisting at that time and the Obligors (on behalf of themselves) and the Natwest Parties and BOS (on behalf of themselves solely in relation to the Warranties in paragraphs 1 and 2 of Schedule 3) having delivered a certificate in form and substance satisfactory to the Purchaser, who shall act reasonably, and duly executed by the Obligors and the NatWest Parties and BOS confirming that, if such be the case, the applicable Warranties were accurate and not misleading as at the date of this Agreement and that they have continued to be and are materially accurate and not misleading in any material way; (vii) no change which in the Purchaser's reasonable opinion affects adversely the business or assets or condition or the financial or trading position or prospects of any member of the Group in any material way having occurred before the time of Completion; (viii) the Investor Parties having delivered a certificate in a form and substance satisfactory to the Purchaser, who shall act reasonably, confirming that the Company and/or any other relevant member of the Group has served all notices and obtained all consents necessitated by the transactions contemplated by this Agreement in relation to the Assumed Liabilities; (ix) the receipt by the Purchaser of a certificate from the Investor Parties confirming that they have complied with all of their obligations under the Investment Agreement and have no claims against the Company (in respect of the Investor Parties other than the Managers)or the Managers under the Investment Agreement and, on payment of the Investor Loans Amount and the April Interest, no amounts will remain outstanding from any member of the Group to the Investor Parties; (x) the receipt by the Purchaser of confirmation from the Company that Mr P ▇▇▇▇▇▇▇ has paid up all amounts currently outstanding on his Shares and confirmation from ▇▇▇▇▇▇▇ Limited that it has released its equitable charge over the B Shares of ▇▇▇▇ ▇▇▇▇▇▇▇▇; (xi) the Purchaser having received all necessary approvals in respect of its existing financing facilities in relation to the transactions contemplated by this Agreement. (B) Each of the Investor Parties, BOS and the Purchaser shall (to the extent that it is within their ability to do so) use their respective reasonable endeavours to fulfil or procure the fulfilment of the conditions set out in sub-clause (A) above and will notify the other parties immediately upon the satisfaction of such conditions. (C) The Purchaser may waive in whole or in part all or any of the conditions set out in sub-clause (A). For the avoidance of doubt, the Investor Parties and BOS expressly acknowledge that the Purchaser has sole and absolute discretion to decide: (i) whether or not to consummate, postpone or abandon the IPO; and (ii) the IPO Price, and the Purchaser shall have no liability to any Investor Party or BOS arising from, relating to, or in connection with any such decision (save as stated in sub-clause 3(G)). (D) If the conditions set out in sub-clause (A) are not fulfilled (notwithstanding the required reasonable endeavours in sub-clause (B)) or waived by the Purchaser on or before the Termination Date, then the Purchaser shall be entitled to treat this Agreement as terminated by written notice to the Investor Parties and BOS. (E) If an event or series of events occurs or first becomes known to the Company after the date hereof but prior to Completion which is reasonably likely to result in the Adjusted Enterprise Value being less than GBP 47,800,000 then NWEP, on behalf of the Investor Parties and BOS, may give written notice to the Purchaser (such notice to be sent by fax and by same day courier) giving reasons for such belief and delivered to the Purchaser no later than three Business Days before Completion. Unless the Purchaser responds to such notice within two Business Days of receipt, indicating that it wishes to proceed to Completion, this Agreement shall terminate automatically three Business Days after service of such notice by NWEP. If the Company’s liability under any Purchaser elects to proceed to Completion in accordance with this sub-clause, the Adjustment Amount shall be capped at GBP 5,000,000. NWEP (on behalf of the LBL Contracts Investor Parties and BOS), undertakes to notify the Purchaser immediately on its becoming aware of any circumstance which would cause it to serve a notice pursuant to this sub-clause (E). (F) If the Agreement is changed because terminated then, subject to sub-clauses (G) and (H), the obligations of changes made on or after each party under this Agreement shall automatically terminate PROVIDED that the Inception Date in the terms rights and conditions liabilities of the LBL Contracts parties which have accrued prior to termination shall subsist. (including to any contract riders or endorsements theretoG) that are required If the Agreement is terminated due to the reasons identified non-fulfilment of the condition in clauses sub-clause (i), (ii) or (iiiA)(i) above, the Reinsurer Purchaser will share in the change proportionately pay to the coinsurance share hereunder and Sellers an amount equal to 50% of the Company and reasonable out of pocket expenses incurred by the Reinsurer will make all appropriate adjustments Sellers in relation to amounts due each other under this Agreement. With respect Agreement up to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness a maximum amount of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)GBP 100,000. (bH) Except as otherwise set forth or contemplated herein, including The Investor Parties and BOS acknowledge that the restrictions contained in paragraph (a) above, no changes, amendments or modifications made on or Clauses 18 and 19 shall continue to apply after the Inception Date termination of the terms sale and conditions purchase of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, Shares under this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madewithout limit in time.

Conditions. In addition to being subject to the satisfaction of the conditions contained in Sections 5.1 and 5.2, the obligation of an Issuing Bank to issue any Letter of Credit is subject to the satisfaction in full of the following conditions: (aA) The Companythe Borrower shall have delivered to the applicable Issuing Bank (at such times and in such manner as such Issuing Bank may reasonably prescribe) and the Administrative Agent, on its own initiativea request for issuance of such Letter of Credit in substantially the form of Exhibit C hereto (each such request a "REQUEST FOR LETTER OF CREDIT"), shall not change duly executed applications for such Letter of Credit, and such other documents, instructions and agreements as may be required pursuant to the terms thereof (all such applications, documents, instructions, and conditions agreements being referred to herein as the "L/C DOCUMENTS"), and the proposed Letter of Credit shall be reasonably satisfactory to such Issuing Bank as to form and content; and (B) as of the date of issuance no order, judgment or decree of any LBL Contractcourt, other than for any changes arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the applicable Issuing Bank from issuing such Letter of Credit and no law, rule or regulation applicable to such Issuing Bank and no request or directive (whether or not having the force of law) from a Governmental Authority with jurisdiction over such Issuing Bank shall prohibit or request that are required due such Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of that Letter of Credit; and (C) in the case of LaSalle acting in its capacity as Issuing Bank, the Borrower shall have duly executed and delivered to (i) changes LaSalle the L/C Master Agreement and the Borrower shall be in Applicable Law, (ii) compliance therewith; provided that in the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in event that the terms and conditions of the LBL Contracts L/C Master Agreement (including to or any contract riders or endorsements theretosimilar agreement entered into with any other Issuing Bank) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of shall conflict with the terms and conditions of this Agreement, the LBL Contracts (including to any contract riders or endorsements thereto) terms and conditions of this Agreement shall be covered hereunder unless made by the Reinsurer pursuant govern and control to the Administrative Services Agreement or made or consented to by the Company with the prior written approval extent of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeconflict.

Conditions. The obligations of the Underwriters hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and the Selling Noteholder herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 6(a) hereof; the final term sheet contemplated by Section 6(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions (a form of each such opinion is attached as ▇▇▇▇▇ ▇▇(b) hereto), dated the Time of Delivery, in form and substance satisfactory to you, with respect to the matters covered in paragraphs (i), (ii), (iii), (iv), (vi) and (xii)) of subsection (c) below as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) King & Spalding LLP, counsel for the Company, on its own initiativeshall have furnished to you their written opinion (a draft of such opinion is attached as ▇▇▇▇▇ ▇▇(c) hereto), shall not change dated the terms Time of Delivery, in form and conditions of any LBL Contractsubstance satisfactory to you, other than for any changes that are required due to the effect that: (i) changes The Company has been duly incorporated and is validly existing and in Applicable Lawgood standing under the laws of the state of Delaware; the Company has the corporate power to own and lease its properties and conduct its business as described in the Pricing Prospectus; (ii) All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable; (iii) This Agreement has been duly authorized, executed and delivered by the Company; (iv) The issuance, execution and delivery of the Securities have been duly authorized by the Company; the Securities, when executed and delivered by the Company and duly authenticated in accordance with the terms of the Indenture and delivered to and paid for by Sprint Nextel in accordance with the terms of the Separation and Distribution Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to the effect of general principles of equity, and will be entitled to the benefits of the Indenture; and the Securities and the Indenture conform in all material respects to the descriptions thereof in the Prospectus; (v) To the best of such counsel’s knowledge based solely on inquiries of representatives of the Company who have responsibility for litigation and governmental proceedings, and other than as set forth in the Pricing Prospectus, such counsel does not know of any litigation or any governmental proceedings instituted or threatened against the Company or its consolidated subsidiaries that would be required to be disclosed in the Pricing Prospectus and is not so disclosed; (vi) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to the effect of general principles of equity; and the Indenture has been duly qualified under the Trust Indenture Act; (vii) The issuance of the Securities by the Company and the execution, delivery and performance of this Agreement and the Indenture by the Company and the consummation of the transactions contemplated by this Agreement and the Indenture (a) will not breach or result in a default under or result in the creation or imposition of any lien upon any property of the Company or any Subsidiary pursuant to any agreement or instrument filed as an exhibit to the Registration Statement, (b) will not result in a violation of the provisions of the certificate of incorporation or by-laws of the Company and (c) will not result in a violation of any federal or New York statute or the Delaware General Corporation Law or any rule or regulation that has been issued pursuant to any federal or New York statute or the Delaware General Corporation Law or any order known to such counsel by any court or governmental agency or body having jurisdiction over the Company or any Subsidiary or any of their respective properties, except that it is understood that no opinion is given in this paragraph (vi) with respect to any state securities law or any rule or regulation issued pursuant to any state securities law; (viii) No consent, approval, authorization, order, registration or qualification of or with any federal or New York governmental agency or body or any Delaware governmental agency or body acting pursuant to the Delaware General Corporation Law is required for the issuance and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except (1) such as have been obtained and (2) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters; (ix) The statements set forth in the Prospectus under the caption “Description of the Notes” and “Agreements with Sprint Nextel,” insofar as such statements summarize the legal matters, agreements or documents described therein, are accurate in all material respects; (x) The statements set forth in the Prospectus under the caption “Material United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, are accurate summaries of the matters set forth therein in all material respects; (xi) The Company is not and, after giving effect to the offering and sale of the Securities and the Spin-Off, will not be an “investment company”, as such term is defined in the Investment Company Act; (xii) The Registration Statement, as of its effective date, and the Prospectus, as of its date, complied as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder, except that such counsel expresses no opinion with respect to the financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and although they are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus, except to the extent set forth in paragraphs (ix) and (x) above, on the basis of the information that was developed in the course of the performance of the services provided by such counsel, nothing has come to such counsel’s attention that causes them to believe that: (i) the Registration Statement, as of its effective date and as of the date of this Agreement, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the terms Pricing Disclosure Package, as of the LBL Contracts Applicable Time, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the requirements Prospectus, as of any Governmental Entity. If the Company’s liability under any its date and as of the LBL Contracts is changed because Time of changes made on Delivery, contained or after contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the Inception Date statements therein, in the terms and conditions light of the LBL Contracts (including circumstances under which they were made, not misleading, except that, with respect to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or and (iii) above, such counsel expresses no belief with respect to the Reinsurer will share financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and such counsel does not know of any documents that are required to be filed as exhibits to the Registration Statement and are not so filed or of any documents that are required to be summarized in the change proportionately Prospectus which are not so summarized; (d) ▇▇▇▇▇ Day, counsel for the Selling Noteholder shall have furnished to you their written opinion (a draft of such opinion is attached as ▇▇▇▇▇ ▇▇(d) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the coinsurance share hereunder effect that: (i) This Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder; (ii) The Exchange Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder; (iii) The (i) execution, delivery and performance of (A) this Agreement by the Selling Noteholder and (B) the Exchange Agreement by the Selling Noteholder, (ii) sale of the Securities by the Selling Noteholder and (iii) compliance with the terms and provisions thereof by the Selling Noteholder will not violate any law or regulation known to such counsel to be generally applicable to transactions of this type, or any order or decree of any court, arbitrator or governmental agency that is binding upon the Selling Noteholder or its property or violate or result in a default under any of the terms and provisions of the certificate of incorporation or bylaws of the Selling Noteholder or any agreement to which the Selling Noteholder is a party or bound (the opinion being limited (i) to those orders, decrees and agreements identified on exhibits to the opinion, and (ii) in that counsel expresses no opinion with respect to any violation (a) not readily ascertainable from the face of any such order, decree or agreement, (b) arising under or based upon any cross default provision insofar as it relates to a default under an agreement not identified on the exhibits to the opinion, or (c) arising as a result of any violation of any agreement or covenant by failure to comply with any financial or numerical requirement requiring computation); (iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance of this Agreement or the Exchange Agreement by the Selling Noteholder, or in connection with the sale of the Securities by the Selling Noteholder to the Underwriters, except as may be required under (1) state securities or Blue Sky laws or (2) the Act, the Exchange Act or the Trust Indenture Act; (v) Upon payment by the Underwriters for the Securities to be sold by the Selling Noteholder as provided in this Agreement, delivery (within the meaning of Section 8-301 of the Uniform Commercial Code, as in effect in the State of New York on the date hereof) ( the “UCC”)) of such Securities, as directed by the Underwriters, to, and receipt by, Cede & Co. (“Cede”) or such other nominee in the State of New York as may be designated by The Depository Trust Company (“DTC”), continuing registration of such Securities in accordance with the Company’s certificate of incorporation, bylaws and applicable law on the Company’s registry in the name of Cede or such other nominee and DTC’s indicating by book entry that the Securities have been credited to the Underwriters’ “securities accounts” (as defined in Section 8-501(a) of the UCC) maintained by DTC for the Underwriters in accordance with Section 8-501 of the UCC, (A) DTC will be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) the Underwriters will acquire a “security entitlement” (as defined in Section 8-102 of the UCC) in respect of such Securities under Section 8-501 of the UCC and (C) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Securities may be asserted against the Underwriters with respect to such security entitlement within the meaning of section 8-502 of the UCC. (e) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Delaware counsel for the Selling Noteholder shall have furnished to you their written opinion (a draft of which is attached as ▇▇▇▇▇ ▇▇(e) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that the Exchange Agreement constitutes a valid and binding obligation of the Selling Noteholder, enforceable against the Selling Noteholder in accordance with its terms; (f) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m. New York City time on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at the Time of Delivery, KPMG LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto (the executed copy of the letter delivered prior to the execution of this Agreement is attached as Annex I(a) hereto and a draft of the form of bring-down letter to be delivered on the effective date of any post-effective amendment to the Registration Statement and as of the Time of Delivery is attached as ▇▇▇▇▇ ▇(b) hereto); (i) Neither the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Disclosure Package, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package there shall not have been any change in the capital stock (other than (i) issuances of capital stock upon exercise of options and settlement of restricted stock units and (ii) grants of stock options, restricted stock, restricted stock units and other equity-based awards and equity-based compensation) or change in long-term debt of the Company or any of its Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its Subsidiaries, otherwise than as set forth or contemplated in the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to Pricing Disclosure Package, the effect of which, in any change required due to the reasons identified such case described in clauses clause (i) or (iii) aboveii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the Company shall, to public offering or the extent practicable, prior to delivery of the effectiveness of any such change, promptly notify Securities on the Reinsurer of such proposed change terms and afford in the Reinsurer manner contemplated in the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).Pricing Disclosure Package; (bh) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on On or after the Inception Date of Applicable Time (i) no downgrading shall have occurred in the terms and conditions of rating accorded the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.Co

Conditions. 3.01 Completion is conditional upon the following conditions being satisfied on or before 31 December 2007 or such other date as otherwise agreed by the parties hereto (the “Longstop Date”): (a) The Companythe obtaining in terms acceptable to the Purchaser, on its own initiativeof all consents, shall not change the terms approvals, clearances and conditions authorisations of any LBL Contract, relevant governmental authorities or other than relevant third parties in the PRC as may be necessary for any changes that are required due to the execution and implementation of this Supplemental Agreement; (i) changes in Applicable Law, (iib) the terms Company receiving all relevant consents and approvals from third parties as may be necessary in connection with the proposed change in shareholding of the LBL Contracts or Company so as to ensure that the Company maintains all its existing contractual and other rights following the transfer of the Sale Interest (iiiincluding, without limitation, the consent of the existing bankers of the Company to continue to provide the existing banking facilities to the Company following the transfer of the Sale Interest); (c) the requirements passing at an extraordinary general meeting of the Vendor of ordinary resolution(s) approving this Supplemental Agreement and the transactions contemplated by this Supplemental Agreement by the shareholders of the Vendor (excluding such shareholders who shall be required to abstain from voting under the Listing Rules); and (d) completion of the Namtek Acquisition Agreement becoming unconditional in all respects (save in respect of any Governmental Entity. If condition relating to completion of this Supplemental Agreement). 3.02 The Vendor will use all reasonable endeavours (so far as it lies within its powers) to procure the Company’s liability under any satisfaction of the LBL Contracts is changed because of changes made on or after Conditions as soon as reasonably practicable and in any event before the Inception Longstop Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer Purchaser when each of such proposed change and afford the Reinsurer said Conditions have been satisfied. (a) If at any time the opportunityVendor becomes aware of a fact or circumstance that might prevent a Condition being satisfied, to it will immediately inform the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Purchaser. (b) Except as otherwise set forth If at any time the Purchaser becomes aware of a fact or contemplated hereincircumstance that might prevent a condition being satisfied, including in paragraph (a) above, no changes, amendments or modifications made it will immediately inform the Vendor. 3.04 If any of the Conditions have not been satisfied on or after before the Inception Longstop Date then this Supplemental Agreement will immediately terminate and all rights and obligations of the terms parties shall cease immediately upon termination. 3.05 For avoidance of doubt, the Purchaser agrees and conditions acknowledges that the formal registration documents to be issued by the relevant PRC governmental authorities evidencing the Purchaser or its nominee (which may be any of the LBL Contracts Purchaser’s subsidiaries) (including or the SPV (as defined in Clause 3.06) as the sole investor of Jetup (the “Jetup Approval Documents”) may not be available at Completion and that the absence of the Jetup Approval Documents shall not prevent this Supplemental Agreement becoming unconditional nor the parties proceeding to any contract riders or endorsements theretoCompletion PROVIDED that (1) the Vendor can produce an undertaking from the Vendor to the Purchaser that it will use its best endeavours to procure the issuance of the Jetup Approval Documents; and that (2) the Vendor hereby agrees and acknowledges that the Sale Interest shall be covered hereunder unless made by so held on trust for the Reinsurer benefits of the Purchaser (or the SPV) from Completion until the issuance of the Jetup Approval Documents. 3.06 The Purchaser may request the Vendor to procure the transfer of the Sale Interest to a holding company (“SPV”) prior to Completion, in which case the Vendor shall also deliver to or to the order of the Purchaser at Completion pursuant to Clause 4.01(a) evidence satisfactory to the Administrative Services Agreement or made or consented Purchaser that good title to by the Company with the prior written approval entire equity capital of the Reinsurer. In SPV has been passed to the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by Purchaser and the Company without Purchaser has been registered as the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeholder thereof.

Conditions. (a) The Company, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due 4.1 Conditions to the reasons identified in clauses (i), (ii) or (iii) above, Obligations of Investor The obligations of Investor to complete the Reinsurer will share in the change proportionately transactions contemplated by this Agreement are subject to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicablesatisfaction, prior to the effectiveness Closing Date, of the following conditions. The parties acknowledge and agree that each of the following conditions is included for the exclusive benefit of Investor and may be waived by Investor in whole or in part without prejudice to its right to rely on any other conditions: (a) the representations and warranties of the Corporation set out in the Convertible Debentures shall be true and correct in all material respects on the Closing Date and the Corporation shall have delivered to Investor at the Time of Closing certificates dated the Closing Date, duly executed by the senior officers of the Corporation reasonably acceptable to Investor, to such change, promptly notify the Reinsurer effect. The receipt of such proposed change certificates and afford the Reinsurer closing of the opportunitytransactions contemplated by this Agreement shall not be nor be deemed to be a waiver of the representations and warranties contained in the Convertible Debentures, to which representations and warranties shall continue in full force and effect for the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).benefit of Investor as provided in the Convertible Debentures; (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date all of the terms terms, covenants, obligations and conditions of this Agreement and the LBL Contracts Convertible Debentures to be complied with or performed by the Corporation on or before the Closing Date shall have been complied with or performed in all material respects, and the Corporation shall have delivered to Investor at the Closing certificates dated the Closing Date, duly executed by the senior officers of the Corporation reasonably acceptable to Investor, to such effect; (c) no action, suit or proceeding shall be pending or threatened by any Authority or any other Person to restrain or prohibit the completion of the 7 - 7 - transactions contemplated by this Agreement or to prevent or restrain the Corporation, in any material respect, from carrying on its business as presently carried on; (d) all actions, proceedings, instruments, documents and all other legal matters relating to the subscriptions contemplated by this Agreement shall have been approved as to form and legality to the satisfaction of Investor's outside counsel, acting reasonably, and all instruments and documents to be delivered by the Corporation pursuant to this Agreement prior to or on the Closing Date shall have been delivered prior to or on the Closing Date; without limiting the generality of the foregoing, the Corporation shall duly authorize the execution and delivery of the Convertible Debentures and the performance of its obligations thereunder and provide documentation evidencing same to Investor, and, without notice or any action by Investor, the Corporation shall prepare and file, as required, any amendments to its constating documents and by-laws necessitated by the execution and delivery of the Convertible Debentures and the performance of the Corporation's obligations thereunder; (e) there shall have been no change, which has had or could reasonably be expected to have, a Material Adverse Effect (as defined in the Convertible Debentures) since the date of the Audited Financial Statements (as defined in the Convertible Debentures); (f) the Board of Directors of the Corporation shall have approved the terms of this Agreement and the consummation of the transactions contemplated hereby, including to an extent and in a manner sufficient to render inapplicable to the transactions contemplated by this Agreement the provisions of Section 203 of the General Corporation Law of the State of Delaware; (g) the Corporation shall have delivered to Investor at the Closing Date an opinion of the Corporation's outside counsel as to such matters as are reasonably requested by Investor's outside counsel, all reasonably satisfactory in form, substance and scope to Investor's outside counsel; (h) the Corporation and Investor shall have executed and delivered the Amended Registration Rights Agreement (as defined in the Convertible Debentures) on the 8 - 8 - terms contemplated by the Convertible Debentures and in a form reasonably satisfactory to Investor's outside counsel, and when delivered hereunder such Registration Rights Agreement will be a legal, valid, binding and enforceable obligation of the Corporation except as the same may be limited by creditors rights laws and general principles of equity; (i) the Corporation shall have filed and delivered to the American Stock Exchange ("AMEX") an additional listing application (with respect to all common shares into which any of the Convertible Debentures may be converted) in a form and on terms reasonably satisfactory in form, substance and scope to Investor's outside counsel, and shall use its best efforts to ensure that such common shares become listed on AMEX; (j) the Corporation shall have obtained all waivers, consents and other Approvals of all Authorities and other third Persons (including consent by NHP (such consent and all documentation executed in connection therewith to any contract riders or endorsements theretobe in form and substance reasonably satisfactory to Investor and its outside counsel) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to "change in control" (as defined in the NHP Lease) caused by the Company with the prior written approval execution of the Reinsurer. In Convertible Debentures and the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval completion of the Reinsurer, transactions contemplated thereby) required to complete the transactions contemplated by this Agreement will cover Reinsured Risks incurred by the Company under (and shall have provided evidence in form and substance satisfactory to Investor, acting reasonably, that all such LBL Contract as if the non-approved changeswaivers, amendments or modifications had not consents and other Approvals have been madeobtained).

Conditions. (a) At Closing, the Company shall deliver to Merr▇▇▇ ▇▇▇c▇ ▇▇▇ or more stock certificates registered in the name of MLI representing the number of Purchase Shares set forth in Section 2 above. 2 The Company's obligation to complete the purchase and sale of the Purchase Shares and deliver such stock certificate(s) to Merr▇▇▇ ▇▇▇c▇ ▇▇ the Closing shall be subject to the following conditions, on its own initiative, shall not change any one or more of which may be waived by the terms and conditions of any LBL Contract, other than for any changes that are required due to Company: (i) changes receipt by the Company of Federal Funds (or other mutually agreed upon form of payment) in Applicable Lawthe full amount of the purchase price for the Purchase Shares being purchased hereunder, (ii) the terms accuracy as of the LBL Contracts or Closing Date, of the representations and warranties made by Merr▇▇▇ ▇▇▇c▇ ▇▇▇ein and the fulfillment, in all material respects, of those undertakings of Merr▇▇▇ ▇▇▇c▇ ▇▇ be fulfilled prior to the Closing, (iii) the requirements of any Governmental Entity. If the Company’s liability under any execution and delivery of the LBL Contracts Swap Agreement, (iv) receipt of an accurate, complete and duly executed original of U.S. Internal Revenue Service Form 1001, certifying that MLI is changed because entitled to receive any payments under this Agreement, the Swap Agreement or as a result of changes made on MLI's ownership of Common Shares that may be viewed as interest for U.S. federal income tax purposes without deduction or after withholding of U.S. federal income taxes. (v) receipt by the Inception Date Company of a cross-receipt with respect to the Purchase Shares executed by Merr▇▇▇ ▇▇▇c▇ ▇▇▇ (vi) receipt by the Company of a certificate by an officer or authorized representative of Merr▇▇▇ ▇▇▇c▇ ▇▇ the effect that the representations and warranties of Merr▇▇▇ ▇▇▇c▇ ▇▇▇ forth in the terms Section 5 hereof are true and conditions correct as of the LBL Contracts (including date of this Agreement and as of the Closing Date. Merr▇▇▇ ▇▇▇▇▇'▇ ▇▇▇igation to any contract riders or endorsements theretoaccept delivery of such stock certificate(s) that are required due and to pay for the Purchase Shares evidenced thereby shall be subject to the reasons identified following conditions, any one or more of which may be waived by Merr▇▇▇ ▇▇▇c▇: (▇) the accuracy, as of the Closing Date, of the representations and warranties made by the Company herein and the fulfillment, in clauses (i)all material respects, of those undertakings of the Company to be fulfilled prior to the Closing, (ii) or receipt by Merr▇▇▇ ▇▇▇c▇ ▇▇ all opinions, letters and certificates to be delivered by the Company pursuant to this Purchase Agreement, (iii) aboveexecution and delivery of the Swap Agreement, (iv) the Reinsurer will share in execution and delivery of a guarantee issued by the change proportionately Operating Partnership (the "Guarantee") and (v) receipt by Merr▇▇▇ ▇▇▇c▇ ▇▇ a cross-receipt with respect to the coinsurance share hereunder purchase price for the Purchase Shares executed by the Company. The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-38071) for the registration of certain preferred shares of beneficial interest, $.01 par value per share, warrants for purchase of Common Shares and Common Shares under the Securities Act of 1933, as amended (the "Securities Act"), and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the Securities Act (the "1933 Act Regulations"), and the Company and has filed such amendment or amendments thereto as may have been required prior to the Reinsurer will make all appropriate adjustments to amounts due each other under execution of this Agreement. With respect Such registration statement, as amended, has been declared effective by the Commission. A prospectus is to be used in connection with the offering and sale of the Shares to MLI pursuant to this Agreement (the "Prospectus"). Such registration statement and the prospectus constituting a part thereof (including, in each case, any change required due information deemed to be a part thereof pursuant to Rule 430A(b) of the 1933 Act Regulations and any prospectus supplement relating to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date offering of the terms and conditions Shares to MLI pursuant to Rule 415 of the LBL Contracts 1933 Act Regulations (including a "Prospectus Supplement")), as from time to any contract riders time amended or endorsements thereto) shall be covered hereunder unless made by the Reinsurer supplemented pursuant to the Administrative Services Agreement Securities Act or made or consented otherwise, are hereinafter referred to by as the Company with "Registration Statement," and the prior written approval "Prospectus," respectively (both of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.which shall include any

Conditions. 3.1 Completion of the Subscription shall be conditional upon the following conditions having been satisfied: (a) The Company, on its own initiative, shall not change the terms and conditions passing of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) an ordinary resolution by the terms independent shareholders of the LBL Contracts or (iii) Company at the requirements of any Governmental Entity. If the Company’s liability under any general meeting of the LBL Contracts is changed because of changes made on or after Company for approving the Inception Date in Specific Mandate and the terms allotment and conditions issue of the LBL Contracts New Shares by the Company in accordance with the Applicable Law (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (iGEM Listing Rules), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).; (b) Except the Listing Committee of the Hong Kong Stock Exchange granting approval for the listing of, and permission to deal in, the New Shares on the Hong Kong Stock Exchange and such approval and permission remaining in full force and effect; (c) the passing of an ordinary resolution by the shareholders of the Company at the general meeting of the Company for approving the increase of authorised share capital of the Company to HK$65,000,000 divided into 650,000,000 shares of HK$0.1 each; (d) all necessary governmental approvals, consents, filings and reports for the completion of the Subscription having been obtained or duly filed (as otherwise set forth applicable) by the Company; (e) all necessary governmental, shareholders’ and the third parties’ approvals, consents, filings and reports for the completion of the Subscription having been obtained or duly filed (as applicable) by the Subscriber; and (f) the transactions contemplated herein, including by the Acquisition Agreement having become unconditional in paragraph accordance with its terms (other than any condition relating to this Agreement having become unconditional). 3.2 The Company shall use all reasonable efforts to achieve satisfaction of the Conditions (a), (b), (c), (d) aboveand (f) as soon as possible before the Long Stop Date, no changes, amendments or modifications made on or after and the Inception Date Subscriber shall use all reasonable efforts to achieve satisfaction of the terms and Condition (e) as soon as possible before the Long Stop Date. 3.3 The conditions specified in clause 3.1 above are not capable of being waived by any of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made parties hereto. 3.4 In the event that Completion does not take place by the Reinsurer pursuant to Long Stop Date, the Administrative Services Agreement or made or consented to by parties shall then consult each other and discuss a later date for the Company with the prior written approval satisfaction of the ReinsurerConditions and the Completion as the parties may agree in writing. In the event that any such changesthe parties cannot agree to a later date, amendments or modifications are made or consented either party shall be entitled to terminate this Agreement by written notice to the other party and this Agreement and all rights and obligations of the parties hereunder shall cease and terminate save for accrued rights and obligations of the parties under this Agreement. 3.5 Each of the Parties shall, at the request of the relevant governmental authorities referred to in any LBL Contract clause 3.1 (the Approval Authorities), furnish such information, supply such documents and do all such acts and things as may reasonably be required by such Approval Authorities in connection with the Company without the prior written approval fulfillment of the ReinsurerConditions in respect of such party, this Agreement will cover Reinsured Risks incurred by and each party shall be responsible for its own fees in relation thereto. At the Company under request of a party, the other party shall update such LBL Contract party of the progress of the application for the approvals or consents from the Approval Authorities in relation to the Subscription as if the non-approved changes, amendments or modifications had not been madesoon as possible.

Conditions. The Incremental Term Loan Commitments shall become effective as of the first date that the following conditions precedent have been satisfied: (i) all conditions set forth in Section 4.4 with respect to the applicable Incremental Projects shall have been met; (ii) since the Closing Date, no event or circumstance which has had a Material Adverse Effect shall have occurred and be continuing; (iii) no Default or Event of Default shall have occurred and be continuing as of the Incremental Satisfaction Date or would exist immediately after giving effect to the borrowings to be made on the Incremental Satisfaction Date; (iv) all representations and warranties contained in this Agreement and the other Loan Documents (in each case with respect to each date of a Loan for a Project and as of each Inclusion Date with respect to an Incremental Project such representation or warranty as to any Project or any Project Company shall relate only to such Project or Project Company) shall be true and correct in all material respects on and as of the Incremental Satisfaction Date (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of the Incremental Satisfaction Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; (v) the Borrower shall deliver or cause to be delivered officer’s certificates and legal opinions with respect to the Increase Joinder to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Required Lenders; (vi) The Administrative Agent shall have received, at least ten (10) Business Days prior to the requested Incremental Satisfaction Date: (a) The Company, on its own initiative, shall not change All documentation and other information regarding the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder Pledgors and the Company Obligors requested in connection with applicable “know your customer” rules and regulations, Anti-Money Laundering Laws, including the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).Patriot Act; and (b) Except as otherwise Beneficial Ownership Certifications with respect to each Pledgor and each applicable Obligor. (vii) the Borrower has delivered a notice meeting the requirements set forth or contemplated hereinin this Section 2.3.1(b) at least forty-five (45) days prior to the Incremental Satisfaction Date; and (viii) no later than ten (10) Business Days before the Inclusion Date, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) Borrower shall be covered hereunder unless made by the Reinsurer pursuant have delivered to the Administrative Services Agreement or made or consented Agent (for delivery to by each Lender and LC Issuer) (A) a final update to the Company most recently updated Base Case Projections, which Base Case Projections update shall be satisfactory to the Administrative Agent and the Required Lenders (in consultation with the prior written approval Independent Engineer) and (B) a certificate of an Authorized Officer of the Reinsurer. In Borrower stating that the event that any such changesBase Case Projections were prepared in good faith based upon assumptions which the Borrower considers to be reasonable at the time made and at the time made available to the Administrative Agent, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval Lenders and LC Issuers and as of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeIncremental Satisfaction Date.

Conditions. The obligations of the Vendors to sell the Purchased Shares shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is for the exclusive benefit of the Vendors and may be waived by the Vendors, in whole or in part at their option, and any one or more of which, if not satisfied or waived, will relieve the Vendors of any obligation under this Agreement): (a) each of the acts, undertakings, obligations, agreements and covenants of the Purchaser under this Agreement or under any Closing Document to be performed or complied with on or before the Closing Date shall have been duly performed or complied with in all material respects, and the Vendors shall have received a certificate of the Purchaser addressed to the Vendors and dated as of the Closing Date, confirming same. The Companyacceptance by the Vendors, on its own initiativein their sole discretion, shall of a certificate which does not change the terms and conditions of any LBL Contract, other than for any changes that are required due correspond in all respects to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts preceding sentence shall be deemed to constitute a variation or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shallamendment, to the extent practicabletherein described, prior to of the effectiveness provisions of this Agreement or any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).Closing Document; and (b) Except each of the representations and warranties made in favour of the Vendors pursuant to this Agreement shall be true, complete and correct in all material respects (except that those representations and warranties which are qualified as otherwise set forth to material, materiality, Material Adverse Change or contemplated hereinsimilar expressions, including or are subject to the same or similar type exceptions, shall be true, complete and correct in paragraph (aall respects) above, no changes, amendments or modifications on the Closing Date as if made on or after and as of such date, and the Inception Date Vendors shall have received a certificate of the terms Purchaser addressed to the Vendors and conditions dated as of the LBL Contracts (including Closing Date, confirming same. The acceptance by the Vendors, in their sole discretion, of a certificate which does not correspond in all respects to any contract riders or endorsements thereto) the terms of the preceding sentence shall be covered hereunder unless made by the Reinsurer pursuant deemed to be a waiver of any representation or warranty contained in this Agreement to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeextent therein described.

Conditions. The obligation of Star to make its contributions at Closing to the capital of the Partnership provided for herein shall be subject to the performance by ▇▇▇▇▇ in all material respects of all of the agreements to be performed by it hereunder on or before the Closing Date, and the accuracy in all material respects of the representations in Exhibit B and to the following further conditions: (a) The Company, on ▇▇▇▇▇ shall have conducted its own initiative, shall not change business operations at the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date Theatre Properties in the terms ordinary course and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to same manner in which the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)same have heretofore been conducted. (b) Except After the date hereof, ▇▇▇▇▇ shall have incurred no expenses or obligations, without the consent of Star, relating to the ▇▇▇▇▇ Undeveloped Theatre Property. (c) Star shall have received, from counsel to ▇▇▇▇▇, an opinion in the form of Exhibit E. (d) There shall not be pending or threatened on the Closing Date any action, suit or proceeding, whether administrative or judicial, seeking to enjoin, restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement or which may adversely affect the right of the Partnership directly or indirectly to lease, operate or control any or all of the Theatre Properties, nor shall there be in effect on the Closing Date any order, judgment or decree by any court or other governmental body enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or subjecting Star or the Partnership to any liability. (e) Star shall have received a letter from ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, dated as otherwise of the Closing Date, in form and substance reasonably satisfactory to the Star Partner, stating that each of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ agrees to perform and be bound by the terms of this Agreement applicable to him or her, as if each was a signatory hereto. (f) Star shall have received owner’s policies of title insurance, in the name of the Partnership at Star’s expense, on American Land Title Association Owner’s Form B (1987), including mechanic’s lien coverage and survey coverage, issued by a reputable title insurance company satisfactory to Star (the “Title Company”), dated the Closing Date in amounts reasonably acceptable to Star and reinsured by reputable title insurance companies (the “Reinsurance Companies”), reasonably satisfactory to Star in amounts reasonably acceptable to Star, which Reinsurance Companies each shall have entered into a direct access agreement with Star, with respect to the Theatre Properties, insuring the Partnership’s leasehold interest in such Theatre Properties, subject only to Permitted Encumbrances (including easements and restrictions of record which do not interfere with the use of any of the Theatre Properties) and to no other exceptions, whether standard, printed or otherwise, and containing non-imputation endorsements and such other affirmative insurance as Star may reasonably request. (g) Star shall have obtained, at its expense, ALTA surveys reasonably satisfactory to Star, of the Theatre Properties. (h) ▇▇▇▇▇ shall have delivered to Star the Disclosure Schedules required to be delivered by ▇▇▇▇▇ hereunder and the exceptions to the representations and warranties of ▇▇▇▇▇ set forth or contemplated hereinin such Disclosure Schedules shall be reasonably acceptable to Star. If Star does not accept any exception set forth in a proposed Disclosure Schedule received from ▇▇▇▇▇, including in paragraph Star shall object to such exception by written notice to ▇▇▇▇▇ within ten (a10) above, no changes, amendments or modifications made on or days after the Inception Date its receipt of the terms and conditions of the LBL Contracts (including such Disclosure Schedule. If Star does not object to any contract riders or endorsements theretoexception within such period, the condition set forth in this Section 10.1(i) shall be covered hereunder unless made by the Reinsurer pursuant waived with respect to such exception. (i) There shall have been obtained any necessary consents to the Administrative Services Agreement or made or consented to by the Company with the prior written approval assignment of the Reinsurer. In Leases to the event that Partnership, and any necessary waivers of radius restrictions in such changes, amendments or modifications are made or consented Leases. (j) ▇▇▇▇▇ shall have delivered to in any LBL Contract by the Company without the prior written approval Star a letter dated as of the ReinsurerClosing Date, in form and substance reasonably satisfactory to Star, certifying that the conditions specified in this Agreement will cover Reinsured Risks incurred Section 11.1 have been satisfied (other than any conditions waived in writing by the Company under such LBL Contract as if the Star). (k) ▇▇▇▇▇ shall have obtained non-approved changesdisturbance agreements in form and substance satisfactory to Star, amendments or modifications had not been madefrom all mortgagees of the Theatre Properties included in the Contributed Assets.

Conditions. (a) The Companyissuance, on its own initiative, shall not change the terms and conditions amendment or extension of any LBL Contract, other than for any changes that are required due Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date: (i) changes the Borrower shall have delivered to the Issuer at such times and in Applicable Lawsuch manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, (ii) and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the LBL Contracts Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the requirements of any Governmental Entity. If following statements shall be true, and the Company’s liability under any Agent and such Issuer shall have received a certificate, substantially in the form of the LBL Contracts is changed because certificate attached hereto as Exhibit D, signed by a duly authorized officer of changes the Borrower dated the Issuance Date stating that: (a) the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on or after the Inception and as of such Issuance Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, except to the extent practicable, prior to the effectiveness of that any such changerepresentation or warranty is stated to relate solely to an earlier date, promptly notify the Reinsurer in which case such representation or warranty is correct in all material respects as of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).earlier date; and (b) Except No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have received such other approvals, opinions, or documents as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeeither may reasonably request.

Conditions. As a material inducement for the Purchaser to enter into this Agreement, Seller hereby makes the following acknowledgments and representations: (a) The CompanyThat, on its own initiative, shall not change it owns the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due tradenames to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Products described herein. (b) Except as otherwise set forth or The execution and delivery of this Agreement, the consummation of the transactions herein contemplated herein, including and compliance with the terms of the Agreement will not result in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date a breach of any of the terms or provisions of, or constitute a default under, any indenture, other agreement or instrument to which the Seller is a party or by which it or its assets are bound; or to the best of Seller's knowledge, any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Seller or its properties; (c) There are presently no contingent liabilities, factual circumstances, threatened or pending litigation, contractually assumed obligations or unasserted possible claims which might result in a material adverse change with respect to the premises being purchased herein; (d) The execution, delivery and conditions performance of this Agreement and the transactions contemplated hereby do not require the consent, authority or approval of any other person or entity except such as have been obtained; (e) To the best of Sellers knowledge and belief no transactions have been entered into either by or on behalf of the LBL Contracts Seller, other than in the ordinary course of business nor have any acts been performed which would adversely affect goodwill with respect to the premises being purchased herein; (f) The entering into of this Agreement and the performance thereof has been duly and validly authorized by all required corporate action, and does not require any consents, corporate, governmental or otherwise, other than such as have been unconditionally obtained; (g) The trademark/tradename, documentation, a copy of which is annexed hereto and made a part hereof as Exhibit A accurately reflects the current ownership and registration of the Seller and no additional information is required in order to render the information so provided not misleading; (h) As of the date of the execution of this written Agreement no events have occurred nor have any facts been discovered which materially alter in detrimental manner the trademarks of the Seller; (i) The foregoing representations and warranties do not contain any untrue statements nor do they fail to disclose information necessary in order to render the information provided not misleading; (j) The foregoing representations and warranties shall also be true, complete and accurate on and as of the Closing Date, as if initially provided on such date, the Seller hereby covenanting and agreeing to do all things required therefore (including to within such obligation the abstinence from any contract riders or endorsements thereto) shall be covered hereunder unless made by actions, the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval performance of which would render any of the Reinsurer. In the event that any such changesforegoing representations and warranties inaccurate, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval as of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.Closing Date);

Conditions. (a) The Company, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to Employer agrees: (i) changes With respect to the investment option of the Plan that is funded under the Guaranteed Interest Option and to the extent that the Plan provides for allocations to, and transfers to and from such option are to be made solely at the discretion of the individuals covered by the Plan, such allocations and transfers are to be made in Applicable Law, accordance with instructions by the Employer or Participant covered by the Plan. We are to be given at least 60 days advance written notice by the Employer of any noncompliance with this condition. (ii) The Employer is to provide us with any amendment to the terms Plan or its investment policy, any communication to the Participants covered by the Plan concerning the Guaranteed Interest Option or the investment option of the LBL Contracts Plan to which it relates, or (iii) any change in the requirements manner in which the Plan is administered. Any such document is to be provided to us at least 60 days before its effective date. We may also request, and the Employer will thereupon provide, any other information that we reasonably determine would bear upon the flow of any Governmental Entityfunds to and from the Guaranteed Interest Option. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date conditions stated in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), ) and (ii) above are not complied with or, if the Employer fails to remit Contributions in accordance with Part III on "Contributions, Allocations and Discontinuance" or (iii) aboveif we determine and so notify the Employer by written notice that an amendment to the Plan, the Reinsurer will share its investment policy, or any change in the change proportionately manner in which the Plan is administered would materially and adversely affect the flow of funds to or from the coinsurance share hereunder and Guaranteed Interest Option, then we will have the Company and right to: 1. decline further requests for transfers to or from the Reinsurer will make all appropriate adjustments to amounts due each other Guaranteed Interest Option; and/or 2. deem that a discontinuance of Contributions has occurred under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) abovesection, the Company shall, to the extent practicable, prior to the effectiveness "Discontinuance of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Contributions". (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.

Conditions. 10.3.1 The indemnities set out in Section 10.1 and Section 10.2 shall not apply to any such claim or proceedings: (a) The Companyunless as soon as reasonably practicable following receipt of notice of such claim or proceedings, on the Indemnified Person shall have notified the indemnifying Party in writing of it and shall, upon the indemnifying Party’s request and at that indemnifying Party’s cost, have permitted the indemnifying Party to have full care and control of the claim or proceedings using legal representation of its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).choosing; or (b) Except as otherwise set forth if the Indemnified Person shall have made any admission in respect of such claim or contemplated hereinproceedings or taken any action relating to such claim or proceedings prejudicial to the defence of it without the written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed), including provided that no Indemnified Person shall be deemed to be in paragraph breach of this condition by any statement properly made by the Indemnified Person in connection with the operation of the Indemnified Person’s internal complaint procedures, accident reporting procedures, or disciplinary procedures, or where such a statement is required by law. 10.3.2 The indemnifying Party shall, in relation to any claim or proceedings it has assumed care and control of under Section 10.3.1(a): (a) above, no changes, amendments or modifications made on or after keep the Inception Date Indemnified Pperson fully informed of the terms and conditions progress of the LBL Contracts any claim or proceedings; (including to any contract riders or endorsements theretob) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company consult fully with the prior written approval Indemnified Person on the nature of the Reinsurer. In the event that any such changesdefence to be advanced; and (c) not, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval consent of the ReinsurerIndemnified Person (such consent not to be unreasonably withheld or delayed), this Agreement will cover Reinsured Risks incurred enter into any settlement or compromise of such claim or proceedings which: (a) would result in injunctive or other relief being imposed against an Indemnified Person; or (b) does not include as an unconditional term the giving by the Company claimant to all applicable Indemnified Persons of a release from liability in relation to such claim or proceedings. 10.3.3 Each Party shall use its reasonable endeavours to inform the other Party promptly of any circumstances that are likely to give rise to a claim or proceedings in respect of which it may be entitled to indemnification under Section 10.1 or Section 10.2; and shall keep the other Party reasonably informed of developments in relation to any such LBL Contract claim or proceedings, even where the Party does not intend to make a claim under Section 10.1 or Section 10.2. 10.3.4 Each Party shall give to the indemnifying Party such assistance as if it may reasonably require for the non-approved changes, amendments conduct and prompt handling of any such claim or modifications had not been madeproceedings. 10.3.5 Nothing in Section 10.1 or Section 10.2 shall restrict or limit an Indemnified Person’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that gives rise to a claim under Section 10.1 or Section 10.2.

Conditions. The obligation of Seller, on one hand, and Purchaser, on the other hand, to consummate the transaction contemplated hereunder is contingent upon the following: (a) The Company, on its own initiative, Each party’s representations and warranties contained herein shall not change the terms be true and conditions of any LBL Contract, other than for any changes that are required due to (i) changes correct in Applicable Law, (ii) the terms all material respects as of the LBL Contracts or (iii) the requirements date of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder this Agreement and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).Closing Date; (b) Except As of the Closing Date, each party shall have performed its obligations hereunder and all deliveries made at Closing shall be tendered; (c) No actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against the other party that would materially and adversely affect the other party’s ability to perform its obligations under this Agreement shall exist; (d) No pending or threatened action, suit or proceeding with respect to the other party before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to this Agreement or the consummation of the transaction contemplated hereby shall exist; and (e) Seller will pursue the eviction of all tenants on subject property (if any) and no leases shall survive the Closing (if any). So long as otherwise set forth or contemplated hereinneither party is not in default hereunder, including if any condition to a party’s obligations to proceed with the Closing hereunder has not been satisfied as of the Closing Date, such party may, in paragraph (a) aboveits sole discretion, no changes, amendments or modifications made terminate this Agreement by delivering written notice to the other party on or after before the Inception Date of the terms and conditions of the LBL Contracts (including Closing Date. Or, such party may elect to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changesclose, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if not withstanding the non-approved changessatisfaction of such condition, amendments or modifications in which event such party shall be deemed to have waived any such condition. There shall be no liability on the part of the other party hereto for breaches of representations and warranties of which the party electing to close had not been madeknowledge as of the Closing. Nothing in the foregoing shall relieve a party from any liability it would otherwise have if the failure of such party to satisfy a condition also constitutes a default by such party hereunder.

Conditions. (a) The Companyobligations of Sellers and Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, on its own initiativeor before the Closing Date, shall not change of the terms and conditions of any LBL Contract, other than for any changes that are required due to following conditions: (i) changes in Applicable Law, All waiting periods (and any extension thereof) under laws applicable to the transactions contemplated by this Agreement shall have expired or been earlier terminated. (ii) There shall be no injunction, restraining order or decree of any nature of any court or governmental authority that is in effect that restrains or prohibits the terms consummation of the LBL Contracts transactions contemplated by this Agreement or imposes conditions on such consummation not otherwise provided for herein. (iii) Neither Purchaser nor any Seller shall have been advised by any United States federal government agency (which advisory has not been officially withdrawn on or prior to the requirements Closing Date) that such government agency is investigating the transactions contemplated by this Agreement to determine whether to file or commence any litigation that seeks or would seek to enjoin, restrain or prohibit the consummation of any Governmental Entitythe transactions contemplated by this Agreement. If In the Company’s liability under event any of the LBL Contracts above conditions is changed because of changes made not satisfied on or after before the Inception Date in Closing, either Forestar Petroleum, Forestar (USA) or Purchaser will have the terms and conditions of the LBL Contracts (including right, exercisable at its sole election, to any contract riders or endorsements thereto) that are required due terminate this Agreement by delivering written notice to the reasons identified in clauses (i)other Parties before the Closing, (ii) or (iii) abovewhereupon Escrow Agent will return the ▇▇▇▇▇▇▇ Money to Purchaser, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer Parties will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses have no further rights or obligations hereunder (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informalexcept as otherwise expressly provided herein). (b) Except as otherwise Unless waived by Purchaser, in addition to any other conditions set forth or contemplated hereinin this Agreement, including the obligations of Purchaser under this Agreement are expressly made subject to the fulfillment in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date all respects of the terms following conditions precedent: (i) the truth and conditions accuracy as of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless Closing Date, in all material respects, of each and every warranty and representation herein made by any Seller; (ii) Each Seller’s timely performance of and compliance with, in all material respects, each and every term, condition, agreement, restriction and obligation to be performed and complied with by such Seller under this Agreement; (iii) The aggregate acreage of all Title Objection Property, Title Failure Property and Environmental Property shall not exceed twenty percent (20%) of the Reinsurer pursuant acreage of the Timberlands; (iv) Purchaser’s receipt of a binding commitment from the Title Company to issue a title insurance policy insuring Purchaser’s title to the Administrative Services Agreement or made or consented Property following the Closing, subject only to the Permitted Encumbrances; and (v) Sellers’ obtaining of all corporate approvals, consents and authorizations as may be required for Sellers to consummate the transaction contemplated by the Company with the prior written approval of the Reinsurerthis Agreement. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurerabove conditions is not satisfied on or before the Closing, Purchaser will have the right, exercisable at Purchaser’s sole election, to exercise the remedies described in Section 15(b). Notwithstanding the foregoing sentence, in the event of either Seller’s failure to fulfill any condition precedent set forth in Section 14(b)(ii), Purchaser shall provide written notice to such Seller and such Seller shall have seven (7) days from receipt of such notice to fulfill the condition precedent before Purchaser may exercise any remedies described in Section 15(b). (c) Unless waived by a Seller, the obligations of such Seller under this Agreement are expressly made subject to the fulfillment in all respects of the following conditions precedent: (i) the truth and accuracy as of the Closing Date, in all material respects, of each and every warranty and representation herein made by Purchaser; and (ii) Purchaser’s timely performance of and compliance with, in all material respects, each and every term, condition, agreement, restriction and obligation to be performed and complied with by Purchaser under this Agreement. (iii) The aggregate acreage of all Title Objection Property shall not exceed ten percent (10%) of the acreage of the Timberlands In the event any of the above conditions is not satisfied on or before the Closing, either Seller will cover Reinsured Risks incurred by have the Company under right, exercisable at such LBL Contract as Party’s sole election, to exercise the remedies described in Section 15(a), provided that if either Seller elects to exercise such remedy, the non-approved changesother Seller shall be deemed to have made an identical election. Notwithstanding the foregoing sentence, amendments in the event of Purchaser’s failure to fulfill any condition precedent set forth in Section 14(c)(i) or modifications had not been made(ii), Sellers shall provide written notice to Purchaser and Purchaser shall have seven (7) days from receipt of such notice to fulfill the condition precedent before Sellers may exercise any remedies described in Section 15(c).

Conditions. Your obligation to purchase the Notes on the Closing Date shall be subject to the performance by the Company of its agreements hereunder which by the terms hereof are to be performed at or prior to the time of delivery of the Notes and to the following further conditions precedent: (a) The Closing Certificates. (1) Concurrently with the delivery of the Notes on the Closing Date, you shall have received a certificate dated the Closing Date, signed by a Responsible Officer of the Company, on its own initiative, the truth and accuracy of which shall not change be a condition to your obligation to purchase the terms Notes proposed to be sold to you and conditions of any LBL Contract, other than for any changes to the effect that are required due to (i) changes the representations and warranties of the Company set forth in Applicable LawExhibit C hereto are true and correct on and with respect to the Closing Date, (ii) the terms Company has performed all of its obligations hereunder which are to be performed on or prior to the LBL Contracts or Closing Date, and (iii) no Default or Event of Default has occurred and is continuing; and (2) You shall have received a certificate dated the requirements Closing Date, signed by an authorized officer of any Governmental Entity. If the Company’s liability under any each of the LBL Contracts is changed because Existing Subsidiary Guarantors, the truth and accuracy of changes made on or after which shall be a condition to your obligation to purchase the Inception Date Notes proposed to be sold to you and to the effect that (i) the representations and warranties of the Existing Subsidiary Guarantors set forth in the terms 2002 Subsidiary Note Guaranty are true and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due correct on and with respect to the reasons identified in clauses (i)Closing Date, (ii) each Existing Subsidiary Guarantor has performed all of its obligations under the 2002 Subsidiary Note Guaranty which are to be performed on or prior to the Closing Date, and (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder no Default or Event of Default has occurred and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)is continuing. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.

Conditions. Section 7.1 Conditions to Each Party's Obligation to Effect the Merger. ---------------------------------------------------------- The respective obligation of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any and all of which may be waived in whole or in part by the Company, the Parent or Merger Sub, as the case may be, to the extent permitted by applicable law: (a) This Agreement shall have been adopted by the requisite vote of the holders of the shares of Company Common Stock in order to consummate the Merger and this Agreement shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of the Parent. (b) No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity which prohibits the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect precluding consummation of the Merger; provided, however, that each of the parties to this Agreement shall have used commercially reasonable efforts to prevent the entry of such restraints and to appeal as promptly as possible any such restraints that may be entered. (c) The applicable waiting periods under the HSR Act shall have expired or been terminated. (d) The Registration Statement shall have become effective under the Securities Act and no stop order or proceedings seeking a stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been threatened in writing by the SEC or shall have been initiated by the SEC. (e) All consents of any Governmental Entity or third party, the failure of which to obtain would reasonably be expected to have a Material Adverse Effect with respect to the Surviving Corporation, shall have been obtained. Section 7.2 Conditions to the Parent's and Merger Sub's Obligations to ---------------------------------------------------------- Effect the Merger. The obligations of the Parent and Merger Sub to consummate ----------------- the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Parent and Merger Sub, to the extent permitted by applicable law. (a) The Company, on its own initiative, representations and warranties of the Company set forth in this Agreement shall not change the terms be true and conditions of any LBL Contract, other than for any changes that are required due to correct (i) changes as of the date of this Agreement (except to the extent such representations and warranties are specifically made as of a particular date, in Applicable Law, which case such representations and warranties shall be true and correct as of such date) and (ii) the terms as of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any Effective Time as though made on and as of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts Effective Time (including to any contract riders or endorsements theretoexcept (x) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicablesuch representations and warranties are specifically made as of a particular date, prior to the effectiveness of any in which case such change, promptly notify the Reinsurer representations and warranties shall be true and correct as of such proposed change date, (y) for changes contemplated by this Agreement and afford (z) where the Reinsurer failures to be true and correct (without regard to any materiality, Company Material Adverse Effect or knowledge qualifications contained therein), individually or in the opportunityaggregate, have not had, and are not reasonably be expected to the extent practicablehave, to object to such change under applicable administrative procedures (both formal and informala Company Material Adverse Effect). (b) Except as otherwise The Company shall have complied in all material respects with its obligations under this Agreement. (c) The Parent shall have received an officer's certificate duly executed by each of the Chief Executive Officer and Chief Financial Officer of the Company to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied. (d) The Parent shall have received an opinion of Brobeck, Phleger & Harrison LLP, in form and substance reasonably sati▇▇▇▇▇▇▇y ▇▇ ▇▇▇ Par▇▇▇, ▇▇▇ed as of the date during which the Effective Time occurs, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, for United States federal income tax purposes, the Merger will constitute a "reorganization" within the meaning of section 368(a) of the Code. In rendering such opinion, Brobeck, Phleger & Harrison LLP shall receive and may rely upon repres▇▇▇▇▇▇▇ns contained ▇▇ ▇▇▇▇ificates of the Company, the Parent and Merger Sub. (e) The holders of less than five percent of the outstanding Shares at the Effective Time shall have validly delivered to the Company a demand for appraisal rights with respect thereto, and shall not have voted in favor of the Merger or contemplated hereinotherwise failed to perfect or effectively withdrawn or lost such rights under Section 262 of the DGCL. Section 7.3 Conditions to the Company's Obligations to Effect the Merger. ------------------------------------------------------------ The obligations of the Company to consummate the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, including any and all of which may be waived in paragraph whole or in part by the Company, to the extent permitted by applicable law. (a) aboveThe representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct (i) as of the date of this Agreement (except to the extent such representations and warranties are specifically made as of a particular date, no changes, amendments or modifications in which case such representations and warranties shall be true and correct as of such date) and (ii) as of the Effective Time as though made on or after the Inception Date and as of the terms Effective Time (except (x) to the extent such representations and conditions warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, (y) for changes contemplated by this Agreement and (z) where the failures to be true and correct (without regard to any materiality, Parent Material Adverse Effect or knowledge qualifications contained therein), individually or in the aggregate, have not had, and are not reasonably likely to have, a Parent Material Adverse Effect). (b) Each of the LBL Contracts Parent and Merger Sub shall have complied in all material respects with its obligations under this Agreement. (including to any contract riders or endorsements theretoc) The Company shall be covered hereunder unless made have received an officer's certificate duly executed by the Reinsurer pursuant Chief Financial Officer of the Parent to the Administrative Services Agreement or made or consented effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied. (d) The Company shall have received an opinion of Hale and Dorr LLP, in form and substance reasonably satisfactory to by th▇ ▇▇mpany, ▇▇ted as of the date during which the Effective Time occurs, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, for United States federal income tax purposes, the Merger will constitute a "reorganization" within the meaning of section 368(a) of the Code. In rendering such opinion, Hale and Dorr LLP shall receive and may rely upon representations cont▇▇▇▇d in ▇▇▇▇ificates of the Company, the Parent and Merger Sub. (e) The shares of Parent Common Stock issuable to the stockholders of the Company with as contemplated by Article 3 shall have been approved for listing on the prior written approval NNM, subject to official notice of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeissuance.

Conditions. (a) The Company, on its own initiative, obligations of the Debt Holders to exchange MMC Debt Obligations for Shares at the Closing shall not change be subject to the terms and conditions satisfaction (or waiver) of any LBL Contract, other than for any changes that are required due to the following conditions: (i) changes the Private Letter Ruling (as defined in Applicable Law, the Form of Separation and Distribution Agreement filed as Exhibit 10.3 to the Registration Statement) shall remain in full force and effect and shall not have been revoked in whole or in part as of the applicable Closing Date; (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 federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other legal restraint or prohibition shall be in effect preventing the terms of transactions contemplated to occur at the LBL Contracts or Closing; (iii) (A) the requirements representations and warranties of any Governmental Entity. If the Company’s liability under any MMC in this Agreement shall be true and correct in all respects on and as of the LBL Contracts is changed because of changes Closing Date, with the same effect as if made on the applicable Closing Date, and (B) MMC shall have complied with all the agreements and satisfied all the conditions on its part to be performed or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders satisfied at or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness applicable Closing Date; (iv) (A) the representations and warranties of any such changeMMI in this Agreement shall be true and correct in all respects on and as of the applicable Closing Date, promptly notify with the Reinsurer of such proposed change same effect as if made on the applicable Closing Date, and afford (B) MMI shall have complied with all the Reinsurer agreements and satisfied all the opportunity, conditions on its part to be performed or satisfied at or prior to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).Closing Date; (bv) Except the Underwriting Agreement shall have been duly executed and delivered and shall remain in full force and effect and the conditions to the obligations of the Underwriters to purchase and pay for the applicable Shares as otherwise set forth in the Underwriting Agreement shall have been satisfied or contemplated herein, including in paragraph waived (a) above, no changes, amendments or modifications made on or after other than those conditions that by their nature cannot be satisfied prior to the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer applicable closing pursuant to the Administrative Services Agreement or made or consented Underwriting Agreement); and (vi) MMC shall have furnished to by each Debt Holder a properly completed and executed certification of non-foreign status substantially in the Company with the prior written approval of the Reinsurerform set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv). In the event that any such changes, amendments of the conditions set forth in this clause (a) shall not have been fulfilled (or modifications are made or consented to in any LBL Contract waived by the Company without Debt Holders) on the prior written approval of the ReinsurerClosing Date, this Agreement will cover Reinsured Risks incurred may be terminated by the Company under such LBL Contract Debt Holders by delivering a written notice of termination to MMC and MMI. (b) The obligations of MMC to exchange Shares for MMC Debt Obligations at the Closing shall be subject to the satisfaction (or waiver) of the following conditions: (i) (A) the representations and warranties of each Debt Holder in this Agreement shall be true and correct in all respects on and as of the applicable Closing Date, with the same effect as if made on the non-approved changesapplicable Closing Date, amendments and (B) each Debt Holder shall have complied with all the agreements and satisfied all the conditions on its part to be performed or modifications had satisfied at or prior to the applicable Closing Date; (ii) the Private Letter Ruling shall remain in full force and effect and shall not have been maderevoked in whole or in part as of the applicable Closing Date; (iii) 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 federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other legal restraint or prohibition shall be in effect preventing the transactions contemplated to occur at the Closing; and (iv) the Underwriting Agreement shall have been duly executed and delivered and shall remain in full force and effect and the conditions to the obligations of the Underwriters to purchase and pay for the applicable Shares as set forth in the Underwriting Agreement shall have been satisfied or waived (other than those conditions that by their nature cannot be satisfied prior to the applicable closing pursuant to the Underwriting Agreement). In the event that any of the conditions set forth in this clause (b) shall not have been fulfilled (or waived by MMC) on the Closing Date, this Agreement may be terminated by MMC by delivering a written notice of termination to the Debt Holders and MMI.

Conditions. The following obligations of the Company shall be satisfied or fulfilled on or prior to the date of each Closing, unless otherwise agreed to in writing by the Placement Agent: (a) The CompanyCompany shall have delivered to the Placement Agent, on its own initiativeat the Initial Closing, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes a currently-dated long-form good standing certificate or telegram from the Secretary of State where the Company and each Subsidiary is incorporated and each other jurisdiction in Applicable Law, which the Company and any of the Subsidiaries is qualified to do business as a foreign corporation; (ii) the terms certificate of incorporation of the LBL Contracts or Company and each Subsidiary, as currently in effect, certified by the Secretary of State of the state where the Company and each Subsidiary is incorporated; (iii) a certified copy of the requirements filed Certificate of any Governmental Entity. If Designation setting forth the designation, preference rights, qualifications, limitations or restrictions of the Preferred Stock; (iv) by-laws of the Company certified by the secretary of the Company’s liability under any ; and (v) certified resolutions of the LBL Contracts is changed because Board of changes made on or after the Inception Date in the terms and conditions Directors of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) aboveCompany approving this Agreement, the Reinsurer will share in execution of the change proportionately to the coinsurance share hereunder Preferred Stock and the Company Placement Agent Warrants, the registration of the Registerable Securities and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to transactions contemplated by the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Preferred Stock. (b) Except There shall have occurred no material adverse event affecting the Company or the Subsidiaries or any of their respective businesses, assets, prospects or the Company's securities since the date of this Agreement. (c) No litigation or administrative proceeding shall have been threatened or commenced against the Company or any of the Subsidiaries which (i) seeks to enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement or (ii) if adversely determined, would have a Material Adverse Effect or have a material adverse effect on the Company's securities. (d) The Company shall have delivered to the Placement Agent a certificate of its principal executive and financial officers as otherwise to the matters set forth in Paragraphs 8(a), (b) and (c) of this Agreement and to the further effect that (i) neither the Company nor any Subsidiary is in default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, agreement or contemplated hereinother instrument to which it is a party, including except as disclosed in paragraph the Financial Statements or the Memorandum and except where such default has not and will not have a Material Adverse Effect; (aii) above, no changes, amendments or modifications the Company's representations and warranties contained in this Agreement are true and correct in all respects on such date with the same force and effect as if made on such date; (iii) there has been no amendment or after changes to the Inception Date Company's or Subsidiaries' certificates of the terms and conditions of the LBL Contracts (including to any contract riders incorporation or endorsements thereto) shall be covered hereunder unless made by the Reinsurer by-laws or authorizing resolutions from those delivered pursuant to Paragraph 8(a) of this Agreement; and (iv) no event has occurred which, with or without the Administrative Services Agreement lapse of time or made giving of notice, or consented to both, would constitute a breach or default thereof by the Company or any Subsidiary or would cause acceleration of any obligation of the Company or any Subsidiary, or could adversely affect the business, operations, financial condition or prospects of the Company. (e) The Placement Agent shall have received the opinion of Friedlob ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Tourillott, LLC, counsel for the Company, dated as of the closing date in form and substance reasonably satisfactory to the Placement Agent and its counsel. (f) The Company shall have prepared and filed or delivered to counsel for filing with the prior written approval SEC and any states in which such filing is required, a Form D relating to the sale of the Reinsurer. In Preferred Stock and such other documents and certificates as are required. (g) Subscriptions for at least the event that any such changes, amendments or modifications are made or consented to in any LBL Contract Minimum Amount of Preferred Stock shall have been accepted by the Company without Company. (h) In addition to the prior written approval right of the ReinsurerPlacement Agent to terminate this Agreement and not consummate the transactions contemplated by this Agreement as a result of the failure of the Company to comply with any of its obligations set forth in this Agreement, this Agreement will cover Reinsured Risks incurred may be terminated by the Placement Agent by written notice to the Company under at any time prior to the Initial Closing if, in the Placement Agent's sole judgment, (i) the Company and/or Subsidiaries shall have sustained a loss that is material to the Company or its Subsidiaries, taken as a whole, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Company's Common Stock; (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Company's Common Stock (not in force and effect on the date of this Agreement; (iv) a banking moratorium shall have been declared by Federal or New York State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such LBL Contract as if bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the non-approved changesPlacement Agent reasonably believes is likely to have a material adverse effect on the business, amendments financial condition or modifications had not financial statements of the Company or the market for the Preferred Stock; (vii) the Common Stock shall have been madedelisted from NASDAQ or the Company shall have received notice from NASDAQ advising the Company of its intention to have the Common Stock delisted from NASDAQ, whether conditional or otherwise, or the Company shall fail to meet the requirements for continued listing on NASDAQ; or (viii) there shall have been, in the Placement Agent's judgment, a material decline in the Dow ▇▇▇▇▇ Industrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement.

Conditions. (a) The CompanyIf with respect to the Borrowed Securities, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Lawthe Company has not performed all of the obligations required to be performed by it under this Agreement on or prior to the Closing Time or any Date of Delivery, as the case may be, (ii) the terms any of the LBL Contracts conditions set forth in Section 5 hereof have not been satisfied on or prior to the Closing Time or any Date of Delivery, as the case may be, or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made conditions set forth in the applicable Forward Sale Agreement shall not have been satisfied on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due prior to the reasons identified in clauses Closing Time or any Date of Delivery, as the case may be (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) through (iii), together, the “Conditions”), then the Forward Seller, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters the Borrowed Securities otherwise deliverable on such date. In addition, in the event the Forward Seller determines that in connection with establishing its commercially reasonable hedge position, in its sole judgment, the Forward Seller (or its affiliate) (x) is unable, after using commercially reasonable efforts, to borrow and deliver for sale the full number of Borrowed Securities to be borrowed and sold pursuant to this Agreement at the Closing Time or on such Date of Delivery or (iiiy) abovewould incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so with respect to all or any portion of such full number of Borrowed Securities, then, in each case and upon notice delivered no later than 9:00 A.M. (Eastern time) at the Closing Time or the Date of Delivery, as applicable, the Company shall, Forward Seller shall only be required to deliver for sale to the extent practicable, prior to Underwriters on the effectiveness of any Closing Time or such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of Delivery, as the terms and conditions case may be, the aggregate number of shares of Common Stock that the LBL Contracts (including Forward Seller or its affiliate is able to any contract riders borrow in connection with establishing its hedge position at or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any below such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madecost.

Conditions. (a) The Company, on its own initiative, shall not change Backstop Parties’ obligations to purchase any securities pursuant to the terms and conditions of any LBL Contract, other than for any changes that Basic Commitment and/or the Backstop Commitment are required due subject to the following conditions: (i) changes in Applicable Law, the execution and delivery of mutually satisfactory definitive documentation among BFE Corp. and the Backstop Parties which incorporates the terms set forth herein (the “Definitive Agreements”); (ii) the terms satisfaction or waiver by the Backstop Parties of the LBL Contracts or conditions to the Backstop Parties’ obligations to consummate the transactions contemplated by the Definitive Agreements as may be agreed upon in the Definitive Documents; (iii) BFE Corp. shall be in compliance with its obligations under the requirements Loan Agreement and all other transaction documents relating to the Bridge Loan in all material respects; (iv) there has not occurred any material adverse change, or any development involving a prospective material adverse change, since the date hereof in the condition, financial or otherwise, or in the earnings, business, operations or properties of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or BFE Corp. and its subsidiaries, taken as a whole (a “Material Adverse Change”); (v) there not having occurred after the Inception Date in the terms and conditions of the LBL Contracts (including to date hereof at any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, time prior to the effectiveness funding of the Basic Commitment and/or the Backstop Commitment any such changematerial disruption or material adverse change in the financial, promptly notify banking or capital markets that, in the Reinsurer commercially reasonable judgment of such proposed change the Backstop Parties, would have a material adverse impact on the success of the Rights Offering; (vi) all required approvals and afford consents shall have been obtained; (vii) all representations and warranties made by BFE Corp. in this Letter Agreement being true and correct in all material respects; (viii) BFE Corp. shall be in compliance with all covenants and other provisions of this Letter Agreement in all material respects; (ix) the Reinsurer Cargill Acknowledgement Letter (as defined below) being in full force and effect; (x) each of the opportunityExecutive Management Waiver Agreements (as defined in the Loan Agreement) being in full force and effect; (xi) no actions, suits or proceedings shall be pending or threatened that challenge any Definitive Agreement, this Letter Agreement, the Loan Agreement, the Cargill Acknowledgement Letter or any related agreement; (xii) the Backstop Parties having been reasonably satisfied with the Certificate of Designations setting forth the rights and preferences of the Series A Convertible Preferred Stock that reflects the terms set forth on Exhibit A hereto and other customary terms and provisions as determined by Greenlight in its reasonable discretion; (xiii) the receipt by the Backstop Parties of a legal opinion from Cravath, Swaine & ▇▇▇▇▇ LLP with respect to customary matters in a form satisfactory to Greenlight in its reasonable discretion; (xiv) BFE Corp. shall not have entered into any letter of intent, memorandum of understanding, agreement in principle or other agreement relating to any competing plan, proposal, offer or transaction with a third party other than Greenlight materially inconsistent with this Letter Agreement; and (xv) the Board of Directors of BFE Corp. shall have adopted Section 16b-3 Resolutions related to the extent practicableissuance to the Backstop Parties of Series A Convertible Preferred Stock, to object to such change under applicable administrative procedures (both formal Common Stock and informal). (b) Except as otherwise set forth or contemplated hereinwarrants, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date form of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) which shall be covered hereunder unless made by the Reinsurer pursuant satisfactory to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to Greenlight in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeits sole discretion.

Conditions. 6.2.1 Notwithstanding anything herein contained, the obligation of the Vendor to complete the transactions provided for herein will be subject to the fulfilment of the following conditions at or prior to the Time of Closing, and the Purchaser covenants to use its commercially reasonable efforts to ensure that such conditions, to the extent under the control of the Purchaser, are fulfilled: (a) The Companyconsideration payable pursuant to Sections 2.1(a), 2.1(b) and 2.1(c) to Vendor for the acquisition of the Purchased Shares shall be delivered by the Purchaser. (b) All representations and warranties of the Purchaser as contained in this Agreement shall be true and correct in all material respects to the extent not qualified by materiality or Purchaser Material Adverse Effect and in all respects to the extent qualified by materiality or Purchaser Material Adverse Effect as of the Closing Date as if made on and as of such date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date). (c) All covenants to be performed by the Purchaser by the Closing Date as contained in this Agreement shall have been performed and the Purchaser shall have complied in all material respects with its own initiative, covenants in this Agreement. (d) All Consents and Regulatory Approvals required to be obtained by the Purchaser in connection with this Agreement and the Investor Rights Agreement and the transactions contemplated hereunder and thereunder shall not change the have been obtained on terms and conditions satisfactory to Vendor, acting reasonably. (e) There shall not exist any prohibition under Law, including a cease trade order, injunction or other prohibition or order at law or under applicable legislation, against Purchaser which shall prevent the consummation of the transactions contemplated hereby or prevent the trading of the common shares of the Purchaser. (f) Since the date of this Agreement, there shall not have been any LBL ContractPurchaser Material Adverse Effect. (g) The Purchaser executing and delivering in favour of Vendor the Investor Rights Agreement. (h) The Purchaser shall deliver to the Vendor all in form and substance acceptable to Vendor, other than for any changes that are required due to acting reasonably: (i) changes in Applicable Law, a certificate of incumbency with respect to Purchaser; (ii) the terms a copy of the LBL Contracts resolution of its Board of Directors (certified by a duly appointed officer as true and correct), authorising the signature of and the performance by Purchaser of its obligations under this Agreement, the Investor Rights Agreement, and each of the other documents (if any) to be executed by Purchaser pursuant to this Agreement or any of the foregoing agreements; and (iii) a certificate by Purchaser confirming that (i) all representations and warranties made pursuant to Section 3.2 of this Agreement are true and correct in all material respects to the requirements of any Governmental Entity. If extent not qualified by materiality or Purchaser Material Adverse Effect and in all respects to the Company’s liability under any extent qualified by materiality or Purchaser Material Adverse Effect as of the LBL Contracts is changed because of changes Closing Date as if made on or after and as of such date (except for representations and warranties made as of a specified date, the Inception Date in the terms accuracy of which shall be determined as of that specified date) and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, all covenants to be performed by the Reinsurer will share Purchaser by the Closing Date as contained in the change proportionately to the coinsurance share hereunder this Agreement have been performed and the Company and the Reinsurer will make Purchaser has complied in all appropriate adjustments to amounts due each other under material respects with its covenants in this Agreement. With respect to any change required due to the reasons identified in clauses . (i) or The Purchaser shall have delivered to Vendor all documentation required under the policies of the CSE relating to the issuance of Talisker Securities to Vendor pursuant to Section 2.1. (iiij) aboveThe Samsung Security Interest shall have been discharged. 6.2.2 Notwithstanding anything herein contained, the Company shallobligation of the Purchaser to complete the transactions provided for herein will be subject to the fulfilment of the following conditions at or prior to the Time of Closing, and Vendor and Bralorne, as the case may be, covenant to use their commercially reasonable efforts to ensure that such conditions are fulfilled: (a) All representations and warranties of Vendor in this Agreement shall be true and correct in all material respects to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change not qualified by materiality or material adverse effect and afford the Reinsurer the opportunity, in all respects to the extent practicablequalified by materiality or material adverse effect as of the Closing Date as if made on and as of such date (except for representations and warranties made as of a specified date, to object to such change under applicable administrative procedures (both formal and informalthe accuracy of which shall be determined as of that specified date). (b) Except All covenants to be performed by the Vendor or Bralorne by the Closing Date as otherwise set forth contained in this Agreement shall have been performed in all material respects and the Vendor or Bralorne, as the case may be, shall have complied in all material respects with its covenants in this Agreement. (c) All Consents and Regulatory Approvals required to be obtained by Bralorne or Vendor in connection with this Agreement and the transactions contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made hereunder shall have been obtained on or after the Inception Date of the terms and conditions satisfactory to Purchaser, acting reasonably. (d) Vendor shall have caused Bralorne to file a notice of alteration in the form attached hereto as Schedule 6.2.2(d) to create the Class A Shares and Vendor shall have subscribed for that number of the LBL Contracts Class A Shares for nominal consideration to provide Vendor with 50.1% of the outstanding votes required to elect Bralorne's directors immediately after the Closing. (including to any contract riders or endorsements theretoe) Bralorne’s directors shall be covered hereunder unless made by the Reinsurer have tendered their resignations. (f) Vendor and Purchaser shall have entered into a shareholders agreement that is not a "unanimous shareholders agreement" pursuant to the Administrative Services Business Corporations Act (British Columbia), that will: (i) specify the size of Bralorne's board of directors and provide that Purchaser, as the holder of all of the outstanding common shares of Bralorne, will be entitled to nominate all of the directors of Bralorne; and (ii) provide that any matters requiring shareholder approval while Vendor holds Class A Shares must be approved by a special resolution of all shareholders, which shareholders agreement shall be in the form attached hereto as Schedule 6.2.2(f). (g) Vendor shall deliver, or cause Bralorne to deliver, as the case may be, to the Purchaser, among other documents, all in form and substance acceptable to the Purchaser: (i) the Books and Records of Bralorne within its possession or control; (ii) the share certificates (duly endorsed for transfer to the Purchaser or, as the Purchaser may direct, the Purchaser’s nominee) representing the Purchased Shares and shall cause Bralorne to register the transfer of the shares; (iii) a certificate of incumbency with respect to the Vendor; (iv) evidence satisfactory to Purchaser of the discharge of the Samsung Security Interest; (v) evidence satisfactory to Purchaser that Bralorne has sufficient cash on hand on the Closing Date to at a minimum satisfy the FT Expenses; (vi) evidence satisfactory to the Purchaser that the requirements of Section 4.1(o) have been satisfied in its sole discretion; (vii) evidence satisfactory to the Purchaser that the requirements of Section 4.1(p) have been satisfied in its sole discretion; (viii) a certificate of good standing or equivalent with respect to Bralorne; (ix) a mutual release between the directors and officers, on the one hand, and Bralorne, on the other hand, with effect from the Time of Closing, of those claims by and against Bralorne, as applicable, in the form satisfactory to Purchaser; (x) a mutual release between Vendor and Bralorne with effect from the Time of Closing of those claims by and against Bralorne, in the form satisfactory to Purchaser; (xi) a certificate executed by a senior officer of Vendor confirming that (A) all representations and warranties of Vendor in this Agreement are true and correct in all material respects to the extent not qualified by materiality or material adverse effect and in all respects to the extent qualified by materiality or material adverse effect as of the Closing Date as if made or consented on and as of such date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date); (B) all covenants to be performed by the Company Vendor or Bralorne by the Closing Date as contained in this Agreement have been performed in all material respects and each of the Vendor and Bralorne, as the case may be, has complied in all material respects with its covenants in this Agreement; and (C) as of the Closing Time, Bralorne has no outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise, matured or unmatured, including under any guarantee of any debt) other than Reclamation and Rehabilitation Costs and the royalties set out in Schedule 1.1(uu) of the Disclosure Letter; (xii) an opinion of Vendor’s legal counsel addressed to the Purchaser as to certain legal matters relating to Vendor and Bralorne, including corporate existence, authorization and enforceability relating to the transactions contemplated hereby, the authorized and issued share capital of Bralorne and the shareholders of Bralorne as at the Time of Closing and the transfer of the Purchased Shares to the Purchaser, free and clear of any and all Encumbrances, in form and substance satisfactory to the Purchaser and its counsel, acting reasonably, and which is consistent in all material respects with the draft of such opinion that has been provided to the Purchaser and its counsel prior written approval to the execution this Agreement; and (xiii) the Pro Forma Balance Sheet. (h) Vendor executing and delivering in favour of Purchaser the Investor Rights Agreement. (i) Vendor and Bralorne shall have completed the reorganization set out in Schedule 6.2.2(i) of the ReinsurerDisclosure Letter. 6.2.3 The conditions precedent set out in Section 6.2.1 (except for the Regulatory Approvals required to be obtained in Sections 6.2.1(c) and 6.2.1(d), which are provided for the mutual benefit of the Purchaser and Vendor) are inserted for the sole benefit of Vendor and the conditions precedent set out in Section 6.2.2 (except for the Regulatory Approvals required to be obtained in Sections 6.2.2(b) and 6.2.2(c), which are provided for the mutual benefit of the Purchaser and Vendor) are inserted for the sole benefit of the Purchaser. In Either of the event that Purchaser or the Vendor may refuse to proceed with the closing of the purchase and sale of the Purchased Shares if the conditions precedent inserted for its benefit are not fulfilled to its reasonable satisfaction prior to the Closing Date and it shall incur no liability to any other party by reason of such changes, amendments refusal. 6.2.4 The foregoing conditions precedent may be waived in whole or modifications are made or consented to in any LBL Contract part by the Company without the prior written approval party for whose benefit they are inserted in that party’s absolute discretion. No such waiver shall be of the Reinsurer, this Agreement will cover Reinsured Risks incurred any effect unless it is in writing signed by the Company under such LBL Contract as if Party granting the non-approved changes, amendments or modifications had not been madewaiver.

Conditions. (a) The Companyrespective obligations of the parties to consummate the Subject Share Purchase are subject to the fulfillment, on its own initiativeprior to or concurrently with the Closing (as hereinafter defined), shall not change of each of the terms and conditions of any LBL Contract, other than for any changes that are required due to following conditions: (i) changes in Applicable Law, Any waiting period applicable to the Subject Share Purchase under the HSR Act shall have expired or been terminated; and (ii) No statute, rule, regulation, order, writ, injunction, judgment or decree shall have been enacted, promulgated, entered or enforced by any federal or state court or other Governmental Authority which has the terms effect of making illegal, impeding or otherwise restraining or prohibiting the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Subject Share Purchase. (b) Except as otherwise The obligations of CREC to purchase and pay for the Aggregate Subject Shares are subject to the fulfillment, prior to or concurrently with the Closing, of each of the conditions set forth in Section 7.2(a) and (b) of the Merger Agreement and to each of the following additional conditions (any one or contemplated hereinmore of which may be waived, including in paragraph whole in part, by CREC): (ai) above, no changes, amendments or modifications Each of the representations and warranties of the Shareholder Parties contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on such date; and (ii) The Shareholder Parties shall have performed and complied in all material respects with all provisions, covenants and conditions contained in this Agreement required to be performed or after complied with by them prior to or on the Inception Date Closing Date. (c) The obligations of the terms Shareholder Parties to sell and deliver the Subject Shares are subject to the fulfillment, prior to or concurrently with the Closing, of each of the following conditions (any one or more of which may be waived, in whole in part, by the Shareholder Parties, but only if all Shareholder Parties waive the condition with respect to the Aggregate Subject Shares). (i) Each of the representations and warranties of CREC contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on such date; and (ii) CREC shall have performed and complied in all material respects with all provisions, covenants and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to contained in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred required to be performed or complied with by it prior to or on the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeClosing Date.

Conditions. The obligations of the Initial Purchasers to purchase the Notes under this Agreement are subject to the performance by each of the Company and each of the Guarantors of their respective covenants and obligations hereunder and the satisfaction of each of the following conditions: (a) The Company, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms All of the LBL Contracts or (iii) the requirements representations and warranties of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments Subsidiaries contained in this Agreement and in each of the Transaction Documents shall be true and correct as of the date hereof and at the Closing Date, except to amounts due each other under this Agreement. With respect the extent that the failure of such representations and warranties (without giving effect to any change required due “material,” “materiality,” “Material Adverse Effect” or any similar terms, qualifications or limitations to such representations and warranties) to be true or correct individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. On or prior to the reasons identified in clauses (i) or (iii) aboveClosing Date, the Company shall, and each other party to the extent practicableTransaction Documents (other than the Initial Purchasers) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, prior complied with or satisfied pursuant to the effectiveness of any Transaction Documents (other than conditions to be satisfied by such changeother parties, promptly notify which the Reinsurer of such proposed change and afford failure to so satisfy would not, individually or in the Reinsurer the opportunityaggregate, reasonably be expected to the extent practicable, to object to such change under applicable administrative procedures (both formal and informalhave a Material Adverse Effect). (b) Except No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as otherwise set forth of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Transaction Documents. No stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company, be pending or contemplated hereinas of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, including adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Transaction Documents. No Proceeding shall be pending or, to the knowledge of the Company, threatened other than Proceedings that (A) if adversely determined would not, individually or in paragraph the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Pricing Disclosure Package and the Final Offering Memorandum, there shall not have been any event that would have a Material Adverse Effect. (e) The Notes shall (i) have been designated PORTAL securities in accordance with the rules and regulations adopted by the Financial Industry Regulatory Authority relating to trading in the PORTAL market, and (ii) be eligible for clearance and settlement through DTC. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchasers shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer of the Company and (2) the Chief Financial Officer of the Company, on behalf of the Company, to the effect that (a) abovethe representations and warranties set forth in Section 4 hereof and in each of the Transaction Documents are true and correct in all respects, except to the extent that the failure of such representations and warranties (without giving effect to any “material,” “materiality,” “Material Adverse Effect” or any similar terms, qualifications or limitations to such representations and warranties) to be true or correct individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, with the same force and effect as though expressly made at and as of the Closing Date, (b) the Company has performed and complied with all agreements and satisfied all conditions in all material respects on its part to be performed or satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Pricing Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no changesevent or events have occurred, amendments no information has become known nor does any condition exist that, individually or modifications made on in the aggregate, would reasonably be expected to have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Pricing Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the Inception Date date hereof), other than as described in the Pricing Disclosure Package and the Final Offering Memorandum or contemplated hereby, neither the Company nor any Subsidiary of the terms Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and conditions the Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, financial condition or results of operations of the LBL Contracts Company and the Subsidiaries, taken as a whole, and there has not been any change in the capital stock or long- term indebtedness of the Company or any Subsidiary of the Company that is material to the business, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, and (including to any contract riders e) the sale of the Notes has not been enjoined (temporarily or endorsements theretopermanently). (ii) shall be covered hereunder unless made a certificate, dated the Closing Date, executed by the Reinsurer Secretary of the Company and each Guarantor, certifying such matters as the Initial Purchasers may reasonably request covering such matters as are customarily covered in such certificates. (iii) a perfection certificate, dated the Closing Date, executed by an officer of the Company and each of the Guarantors substantially in the form previously provided to counsel of Company. (iv) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company substantially in the form previously approved by the Initial Purchasers or its counsel. (v) the opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions. (vi) the opinion of ▇▇▇▇▇ ▇▇▇▇▇ Heuer & ▇▇▇▇▇, P.C., local Michigan counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers. (vii) the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, local Indiana counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers. (viii) the opinion of ▇▇▇▇▇, Brown, Koehn, Shors & ▇▇▇▇▇▇▇, P.C., local Iowa counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers. (ix) the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.L.L.P., local Minnesota counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, in a form reasonably satisfactory to the Initial Purchasers. (x) the opinion of Proskauer Rose LLP, counsel to the Initial Purchasers, dated the Closing Date, in form satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions. (xi) a copy of a payoff letter or other evidence of repayment in form and substance reasonably satisfactory to the Initial Purchasers from the administrative agent under the Existing Credit Facility, releasing the Company and the Guarantors from all obligations under the Existing Credit Facility and any guarantees thereunder, which letter shall become effective immediately following the application of the net proceeds of the Offering as set forth under the “Use of Proceeds” section in the Pricing Disclosure Package and Final Offering Memorandum. (h) The Initial Purchasers shall have received on the date hereof and on the Closing Date a certificate from the Chief Financial Officer of the Company, dated as of the date hereof and thereof, substantially in the form of Exhibit A attached hereto. (i) The Initial Purchasers shall have received (A) a customary comfort letter from PricewaterhouseCoopers LLP, independent auditors, with respect to the Company, dated as of the date hereof, in form and substance satisfactory to the Initial Purchasers and its counsel, with respect to the financial statements and certain financial information contained in the Pricing Disclosure Package and the Final Offering Memorandum and (B) a customary bring-down comfort letter from PricewaterhouseCoopers LLP, dated the Closing Date, in form and substance satisfactory to the Initial Purchasers and its counsel, to the effect that PricewaterhouseCoopers LLP reaffirms the statements made in its letter furnished pursuant to clause (A) with respect to the financial statements and certain financial information contained in the Pricing Disclosure Package and the Final Offering Memorandum. (j) Each of the Transaction Documents shall have been executed and delivered by all parties thereto, and the Initial Purchasers shall have received a fully executed original of each of the Transaction Documents. (k) The terms of each Transaction Document shall conform in all material respects to the description thereof in the Pricing Disclosure Package and the Final Offering Memorandum. (l) The Collateral Agent shall have received (with a copy for the Initial Purchasers) on the Closing Date: (i) appropriately completed copies of Uniform Commercial Code financing statements naming the Company and each Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Administrative Services Security Agreement; (ii) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any Person in any collateral described in any Security Agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or made Copies (Form UCC-11), or consented a similar search report certified by a party acceptable to by the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Documents, other than such financing statements that evidence Permitted Liens); (iv) such other approvals, opinions, or documents as the prior written approval Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; and (v) the Collateral Agent and its counsel shall be satisfied that (A) the Lien granted to the Collateral Agent, for the benefit of the Reinsurer. In Secured Parties in the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval collateral described above is of the Reinsurerpriority described in the Pricing Disclosure Package and the Final Offering Memorandum; and (B) no Lien exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, this Agreement will cover Reinsured Risks incurred by for the Company under such LBL Contract as if benefit of the non-approved changesSecured Parties, amendments pursuant to a Collateral Documents, in each case subject to the Permitted Liens. (m) All Uniform Commercial Code financing statements or modifications had not other similar financing statements and Uniform Commercial Code Form UCC-3 termination statements required pursuant to clause (l)(i) and (l)(ii) above shall have been madedelivered to CT Corporation System or another similar filing service company acceptable to the Collateral Agent.

Conditions. Notwithstanding any other provision, as a condition precedent to each Closing (a) defined below), all of the following conditions must be satisfied: 1. All documents, instruments and other writings required to be delivered by Company to Purchaser pursuant to any provision of this Agreement or in order to implement and effect the transactions contemplated herein have been fully executed and delivered, including without limitation those enumerated in Section II.B above; 2. The CompanyCommon Stock is listed for and currently trading on the Trading Market, Company is in compliance with all requirements to maintain listing on its own initiativethe Trading Market, shall not change the terms and conditions there is no notice of any LBL Contract, suspension or delisting with respect to the trading of the shares of Common Stock on such Trading Market (other than with respect to such notices and matters as have been publicly disclosed by the Company prior to the date of this Agreement); 3. The representations and warranties of Company set forth in this Agreement are true and correct in all material respects as if made on such date; 4. No material breach or default has occurred under any Transaction Document or any other agreement with Purchaser; 5. Company has the number of duly authorized shares of Common Stock reserved for any changes that are issuance as required due pursuant to (i) changes in Applicable Law, (ii) the terms of this Agreement; and 6. There is not then in effect any law, rule or regulation prohibiting or restricting the LBL Contracts transactions contemplated in any Transaction Document, or (iii) requiring any consent or approval which will not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the requirements effect of any Governmental Entity. If the Company’s liability under prohibiting or adversely affecting any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under transactions contemplated by this Agreement. With respect to ; no statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or adopted by any change required due to court or governmental authority of competent jurisdiction that prohibits the reasons identified transactions contemplated by this Agreement, and no actions, suits or proceedings will be in clauses (i) or (iii) aboveprogress, the Company shallpending or, to Company's knowledge threatened, by any person other than Purchaser or any Affiliate of Purchaser, that seek to enjoin or prohibit the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)transactions contemplated by this Agreement. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.

Conditions. (a) The CompanyThis Agreement is expressly conditioned upon the Commission’s acceptance of all its provisions, on its own initiative, shall not without change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entitycondition. If the Commission does not accept this Agreement in its entirety, any party hereto, at its sole option exercised within fifteen (15) days of such Commission order, may withdraw from this Agreement, in which event it shall be deemed to be null and void and without effect and shall not be relied upon by the Company, Ratepayer Intervenors, Staff, the OCA, or any party to this proceeding, or the Commission, for any purpose. The Commission’s liability under acceptance of this Agreement shall not constitute continuing approval of, or precedent regarding, any particular principle or issue in this proceeding. The discussions that produced this Agreement have been conducted on the explicit understanding that all offers of settlement relating thereto are and shall be confidential, shall be without prejudice to the position of any party or participant representing any such offer or participating in any such discussion, and are not to be used in connection with any future proceeding or otherwise. The Settling Parties agree that all testimony and supporting documentation should be admitted as full exhibits for purposes of reviewing this Agreement. The Settling Parties’ agreement to admit all testimony without challenge does not constitute agreement by the Settling Parties that the content of the written testimony is accurate or what weight, if any, should be given to the views of any witness, except as may be specifically provided in this Agreement. The identification of the resolution of any specific issue in this Agreement does not indicate any of the LBL Contracts is changed because Settling Parties’ agreement to that resolution for purposes of changes made on or after any future proceeding, nor does the Inception Date in the terms and conditions of the LBL Contracts (including reference to any contract riders or endorsements thereto) that are required due other document bind the Settling Parties to the reasons identified in clauses (i)contents of, (ii) or (iii) aboverecommendations in, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness that document for purposes of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written future proceeding. The Commission’s approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to recommendations in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred shall not constitute a determination or precedent with regard to any specific adjustments, but rather shall constitute only a determination that the rates resulting from the agreement, and other specific conditions stated in this Agreement are just and reasonable and otherwise consistent with the law. This Agreement may be executed by the Company under such LBL Contract as if the non-approved changesfacsimile and in counterparts, amendments or modifications had not been madeeach of which shall be deemed to be an original, and all of which, taken together, shall constitute one agreement binding on all Settling Parties.

Conditions. Notwithstanding anything in this Agreement or the Plan to the contrary: (a) The Companythe Company may, if it shall determine it necessary or desirable for any reason, at the time of award of any Award or the issuance of any shares of Common Stock pursuant to any Award, require the recipient of the Award, as a condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Award or the shares of Common Stock issued pursuant thereto for his or her own account for investment and not for distribution; and (b) if at any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of any Award or the shares of Common Stock issuable pursuant thereto is necessary on its own initiativeany securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the award of any Award, the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such Award shall not change be awarded or such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the terms and conditions case may be, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any LBL Contract, conditions not acceptable to the Company. Notwithstanding any other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms provision of the LBL Contracts Plan, this Agreement or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due other agreements entered into pursuant to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) abovePlan, the Company shallwill not be required to issue any shares of Common Stock under this Agreement or the Plan, and a Participant may not sell, assign, transfer or otherwise dispose of shares of Common Stock issued pursuant to any Awards granted under this Agreement or the Plan, unless (a) there is in effect with respect to such shares a registration statement under the Securities Act, and any applicable state or foreign securities laws or an exemption from such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body or self-regulatory organization that the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions. The Committee may restrict the rights of Participants to the extent practicable, prior necessary to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (bcomply with Article 16(b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions Exchange Act, the Code or any other applicable law or regulation. The grant of an Award pursuant to this Agreement or the Plan shall not limit in any way the right or power of the LBL Contracts (including Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any contract riders part of its business or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeassets.

Conditions. (a) The CompanyProperties Other than Coronado South and Rivermark. Except as provided in Section 5.8(b) and 5.8(c), on its own initiativebut notwithstanding any other provision of this Agreement to the contrary, Buyer's obligation to purchase a Property shall not change be subject to and contingent upon the terms and satisfaction or waiver of the following conditions of any LBL Contract, other than for any changes that are required due to precedent: (i) changes in Applicable LawThe Title Company being irrevocably and unconditionally committed to issue, (ii) upon the terms sole condition of the LBL Contracts or (iii) payment of its regularly scheduled premium, the requirements of any Governmental Entity. If Policy with respect to such Property, insuring Buyer in the Company’s liability under any amount of the LBL Contracts Purchase Price allocable to such Property that title to such Property is changed because vested of changes made record in Buyer on or after the Inception Closing Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due subject only to the reasons identified in clauses Permitted Exceptions (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shalland, to the extent practicableprovided in Section 3.3, prior any New Matters); (ii) Except to the effectiveness extent such matters are the responsibility of the Buyer under the Management Agreement relating to the Coronado South Property (during the time such Management Agreement is in effect), the physical condition of the Property shall be in at least substantially the same physical condition on the Closing Date as on the Effective Date, reasonable wear and tear and loss by casualty or condemnation excepted (subject to the provisions of Article VI); and (iii) To the extent any of the following would reasonably be expected to materially and adversely affect the Buyer, any Property or Buyer's ownership of such Property after the Closing Date (including but not limited to the ability of Buyer to operate such Property as a multifamily residential property), as of the Closing Date: (A) There shall be no litigation, administrative action or governmental proceeding pending or threatened in writing by any applicable governmental agency against a Property or the Seller of such Property, which seeks to restrain or prohibit the purchase and sale of the Property; provided, however, that in the event of any such changelitigation, promptly notify administrative action or proceeding, Buyer's obligation to purchase such Property shall not terminate if, within ten (10) business days, such action is dismissed or a court order is issued allowing the Reinsurer sale to proceed; and provided, further, that in the event the Closing of such proposed change Property proceeds on the basis of such a court order or in the event of any litigation, administrative action or governmental proceeding pending or threatened in writing against a Property or the Seller of such Property which seeks to obtain damages or a discovery order with respect to this Agreement or the purchase and afford sale of the Reinsurer Property, but which does not seek to restrain or prohibit the opportunitypurchase and sale of the Property, the Closing of such Property shall proceed and Sellers hereby agree to protect, indemnify and hold harmless Buyer and its subsidiaries, affiliates, partners and constituent entities, and all their respective employees, shareholders, officers and directors, successors and assigns, from and against any Losses (but specifically excluding lost profits) arising from such litigation or administrative action or other governmental proceeding, and such indemnity shall not be limited by the provisions of Section 4.7; and (B) Except to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except proceedings are the subject of Sellers' indemnity as otherwise set forth or contemplated herein, including in the second paragraph (a) aboveof Section 4.7, no changes, amendments proceedings shall be pending or modifications made on threatened in writing by the applicable governmental agency which could or after would cause the Inception Date redesignation or other modification of the terms zoning classification of, or of any building code requirements applicable to, the Property or any portion thereof which would reasonably be expected to have a material adverse effect on Buyer's ability to own, operate, maintain and conditions repair such Property as a multi-family residential property. The failure of any of the LBL Contracts (including foregoing conditions to occur solely with respect to any contract riders or endorsements thereto) Property shall not be covered hereunder unless made by the Reinsurer pursuant deemed to the Administrative Services Agreement or made or consented be a failure of such condition with respect to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeother Property.

Conditions. (a) The Company, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes As a condition precedent to each Incremental Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Requirements of Law with respect to the Loan Documents of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (A) certifying and attaching the resolutions adopted by the Borrower or such Guarantor approving or consenting to such Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in Applicable Lawconnection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Incremental Increase, as of the Increase Effective Date no Event of Default shall exist and be continuing, (2) immediately after giving effect to such Incremental Increase, as of the Increase Effective Date, the Borrower shall be in pro forma compliance (after giving effect to the incurrence of such Incremental Increase and the use of proceeds thereof) with each of the financial covenants contained in Section 7.14 and (3) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations or warranties modified by a materiality or Material Adverse Effect standard, each such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this clause (i)(B)(3), the representations and warranties contained in Sections 5.04(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. In addition, as a condition precedent to each Incremental Increase, the Borrower shall deliver or cause to be delivered such other officer’s certificates, organizational documents and legal opinions of the type delivered on the Closing Date as are reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent. (ii) Each Revolving Credit Increase shall have substantially the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Revolving Credit Lender having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in (1) Letters of Credit and (2) Swing Line Loans, will, in each case, equal each Revolving Credit Lender’s Applicable Revolving Credit Percentages (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, the Revolving Credit Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from such Revolving Credit Increase, and the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with such payments among the Revolving Credit Lenders as if such payments were effected by prepayments of Revolving Credit Loans. (iii) To the extent that any Incremental Increase shall take the form of a Term Loan Increase or an Incremental Term Loan, this Agreement may be amended to the extent necessary (without the need to obtain the consent of any Lender or any L/C Issuer other than the Lenders providing such Incremental Term Loans or Term Loan Increase), including with respect to such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that (i) if any such terms (when taken as a whole) are materially more restrictive to the Borrower and its Restricted Subsidiaries then such material terms shall be added to the Term Facility hereunder, provided that if such terms have been amended, modified or removed by the requisite Lenders providing such Incremental Term Loans, such terms shall be automatically deemed amended, modified or removed in respect of each other Term Facility hereunder (or tranche thereof) without any further action by or consent of any Person and (ii) no such terms or amendment shall contravene any of the terms of the LBL Contracts or (iii) the requirements of then existing Loan Documents. On any Governmental Entity. If the Company’s liability under Increase Effective Date on which any of the LBL Contracts is changed because of changes made on or after the Inception Date Incremental Increase in the terms and conditions form of the LBL Contracts (including to any contract riders a Term Loan Increase or endorsements thereto) that are required due an Incremental Term Loan is effective, subject to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date satisfaction of the terms and conditions in this Section 2.14, each Lender of such new Term Loan Increase or an Incremental Term Loan shall make an amount equal to its commitment to such new Term Loan Increase or an Incremental Term Loan available to the LBL Contracts Borrower, in a manner consistent with Borrowings hereunder. (including iv) Notwithstanding anything to the contrary contained in this subsection 2.14(d), the only conditions precedent to any contract riders or endorsements thereto) Incremental Increase in connection with a Limited Conditionality Transaction shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to those set forth in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeSection 1.09.

Conditions. Notwithstanding anything in this Agreement or the Plan to the contrary: (a) The Companythe Company may, if it shall determine it necessary or desirable for any reason, at the time of award of any Option or the issuance of any shares of Common Stock pursuant to any Option, require the recipient of the Option, as a condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Option or the shares of Common Stock issued pursuant thereto for its, his or her own account for investment and not for distribution; and (b) if at any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of any Option or the shares of Common Stock issuable pursuant thereto is necessary on its own initiativeany securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the award of any Option, the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such Option shall not change be awarded or such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the terms and conditions case may be, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any LBL Contract, conditions not acceptable to the Company. Notwithstanding any other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms provision of the LBL Contracts Plan, this Agreement or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due other agreements entered into pursuant to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) abovePlan, the Company shallwill not be required to issue any shares of Common Stock under this Agreement or the Plan, and a Participant may not sell, assign, transfer or otherwise dispose of shares of Common Stock issued pursuant to any Options granted under this Agreement or the Plan, unless (a) there is in effect with respect to such shares a registration statement under the Securities Act, and any applicable state or foreign securities laws or an exemption from such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body which the Administrator, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions. The Administrator may restrict the rights of Participants to the extent practicable, prior necessary to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (bcomply with Section 16(b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions Exchange Act, the Code or any other applicable law or regulation. The grant of an Option pursuant to this Agreement or the Plan shall not limit in any way the right or power of the LBL Contracts (including Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any contract riders part of its business or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeassets.

Conditions. (a) 5.1 The Company, on its own initiative, shall not change obligations of the terms Company and conditions of any LBL Contract, other than for any changes that the Purchaser pursuant to clause 4 are required due to conditional upon: (i) changes in Applicable Lawall conditions to the Scheme having been satisfied or, where permissible waived, save any condition thereto relating to Escrow Completion and/or Completion; (ii) the terms Prospectus having been lodged with the Registrar of Companies in England and Wales in accordance with the LBL Contracts or POS Regs and posted to ITG Shareholders, Warrantholders and, if required, participants in the Iguana Share Option Schemes together with the Scheme Document by no later than the Longstop Date; and (iii) the requirements of any Governmental Entity. If the Company’s liability under any none of the LBL Contracts is changed because of changes made Non-ISP Interests being subject to any encumbrance or restrictions on or after the Inception Date in the terms and conditions transfer. 5.2 Each of the LBL Contracts parties agrees to use its best endeavours to procure (including and the Nominated Directors and the Trustee shall use their respective best endeavours to any contract riders or endorsements thereto) procure that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer Purchaser use their best endeavours to procure) that Condition (ii) is fulfilled as soon as practicable after the date hereof and in any case by no later than the Longstop Date and that Condition (iii) is fulfilled as soon as practicable after the date hereof and in any case prior to the Escrow Completion Date. 5.3 Condition (iii) may be waived by agreement between the Company and the Offeror. 5.4 Each of the parties agrees that it will make all appropriate adjustments not, and the Nominated Directors and the Trustee agree that they will use their respective best endeavours to amounts due each other procure that the Purchaser and the Company will not, take or permit to be taken any action which is reasonably likely to impede or prevent the satisfaction of any of the Conditions. 5.5 To the extent that any of the Conditions have not been satisfied or, where permissible, waived by the dates referred to in clause 5.2, the rights and obligations of the Company and the Purchaser under this Agreement. With agreement insofar as they relate exclusively to the sale and purchase of the Non-ISP Interests and the making of the Red Wave Offer shall terminate (with the effect, inter alia, that neither Escrow Completion nor Completion will take place) but without prejudice to accrued rights and liabilities. 5.6 Where for any reason the rights and obligations of the Company and the Purchaser under this agreement with respect to any change required due to the reasons identified sale and purchase of the Non-ISP Interests are terminated, the Offeror may elect (in clauses its absolute discretion) by serving notice in writing on the Company and the Purchaser: (i) not to proceed with the Offer in which case the Company shall not seek the sanction of the Court to the Scheme and this agreement, save for clauses 16,17, 20, 24 and 25 shall terminate but without prejudice to accrued rights and liabilities; or (iiiii) aboveto proceed with the Offer, in which case the Company shall proceed to seek the sanction of the Court to the Scheme in accordance with clause 3. 5.7 Without prejudice to any other terms of this agreement, the obligations of the Company shall, and the Offeror to effect the Scheme will be subject to the extent practicable, prior conditions and other terms set out in Appendix I to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Press Announcement. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.

Conditions. 10.1 The obligations of G▇▇▇▇▇ Lake and Mexgold to complete the Arrangement are subject to the fulfillment of the following conditions on or before the Effective Date: (a) The Companythe Interim Order shall have been granted in form and substance satisfactory to G▇▇▇▇▇ Lake and Mexgold, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to G▇▇▇▇▇ Lake or Mexgold, each acting reasonably, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts appeal or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).otherwise; (b) Except the Final Order shall have been granted in form and substance satisfactory to G▇▇▇▇▇ Lake and Mexgold, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to G▇▇▇▇▇ Lake or Mexgold, each acting reasonably, on appeal or otherwise; (c) the Effective Date shall have occurred on or before August 11, 2006 or such later date as G▇▇▇▇▇ Lake and Mexgold, acting reasonably, may agree to in writing; (d) articles of arrangement in prescribed form and in form and content acceptable to G▇▇▇▇▇ Lake and Mexgold, each acting reasonably, shall have been filed with the Director and a certificate of arrangement issued by the Director on or before August 11, 2006; (e) there shall not be in force any Law, ruling, order or decree, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise set forth directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement which has, or could reasonably be expected to have, a Material Adverse Effect on G▇▇▇▇▇ Lake or Mexgold; (f) all consents, waivers, permits, orders and approvals of all regulatory or Governmental Entities or third parties and the expiry of any waiting period in connection with, or required to permit, the consummation of the Arrangement, the failure of which to obtain or the non-expiry of which could reasonably be expected to cause a Material Adverse Effect on either party or materially impede the completion of the Arrangement, shall have been obtained or received on terms which will not cause a Material Adverse Effect on either party, and reasonably satisfactory evidence thereof shall have been delivered to each party; (g) Mexgold Shareholders shall have approved, in accordance with applicable laws (including Rule 61-501) and the Interim Order, the Arrangement and approved or consented to such other matters as either G▇▇▇▇▇ Lake or Mexgold, acting reasonably, shall consider necessary or desirable in connection with the Arrangement in the manner required thereby; (h) the G▇▇▇▇▇ Lake Common Shares issuable pursuant to the Arrangement and the G▇▇▇▇▇ Lake Common Shares issuable on exercise of the G▇▇▇▇▇ Lake Options shall have been conditionally approved for listing on the TSX and the AMEX but subject to the filing of required documentation, the TSXV shall have approved the Arrangement and all other related transactions in relation to Mexgold, subject only to compliance with the standard requirements of the TSXV, any required prospectus exemptions shall have been obtained and such securities shall not be subject to resale restrictions in Canada other than in respect of control persons or subject to requirements of general application; (i) the G▇▇▇▇▇ Lake Common Shares to be issued in the United States pursuant to the Arrangement are exempt from registration requirements under Section 3(a)(10) of the 1933 Act and the G▇▇▇▇▇ Lake Common Shares to be distributed in the United States pursuant to the Arrangement are not subject to resale restrictions in the United States under the 1933 Act (other than sales by affiliates in the United States and subject to requirements of general application or as may be prescribed by Rule 144 and Rule 145 under the 1▇▇▇ ▇▇▇); and (j) this Agreement shall not be terminated pursuant to Article 16 hereof. The foregoing conditions are for the mutual benefit of each of the parties to the Agreement and may be waived, in whole or in part, by either Mexgold or G▇▇▇▇▇ Lake at any time, provided that no party may waive any mutual condition on behalf of the other party. If any of the said conditions precedent shall not be complied with or waived as aforesaid on or before the date required for the performance thereof, then, subject to Article 16 hereof, either G▇▇▇▇▇ Lake or Mexgold may rescind and terminate this Agreement by written notice to the other. 10.2 The obligation of each party to complete the transactions contemplated herein, including in paragraph hereby is subject to the fulfillment by the other party of the following conditions on or before the Effective Date or such other time prior thereto as is specified below: (a) above, no changes, amendments or modifications each party shall have complied in all material respects with its covenants herein and the representations and warranties made to such party by the other party in this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date; and (b) from the date hereof up to and including the Effective Date, there shall have been no change, effect, event or after occurrence which, in the Inception Date reasonable judgment of such party, has or is reasonably likely or expected to have a Material Adverse Effect on the other party. The foregoing conditions are for the mutual benefit of each of the terms parties to the Agreement and conditions may be waived, in whole or in part, by either Mexgold or G▇▇▇▇▇ Lake at any time, provided that no party may waive any mutual condition on behalf of the LBL Contracts other party. If any of the said conditions precedent shall not be complied with or waived as aforesaid on or before the date required for the performance thereof, then, subject to Article 16 hereof, either G▇▇▇▇▇ Lake or Mexgold may rescind and terminate this Agreement by written notice to the other. 10.3 The obligations of G▇▇▇▇▇ Lake to complete the transactions contemplated hereby are subject to the fulfillment or waiver of the following conditions on or before the time as is specified below: (including to any contract riders a) the representations and warranties made by Mexgold in this Agreement which are qualified by the expression "Material Adverse Change" or endorsements thereto) "Material Adverse Effect" shall be covered hereunder unless true and correct as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by G▇▇▇▇▇ Lake in this Agreement shall be true and correct in all material respects as of the Reinsurer pursuant Effective Date as if made on and as of such date (except to the Administrative Services extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), in either case, except where any failures or breaches of representations and warranties would not either individually or in the aggregate, in the reasonable judgment of G▇▇▇▇▇ Lake, have a Material Adverse Effect on Mexgold, and Mexgold shall have provided to G▇▇▇▇▇ Lake a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Effect on the Effective Date. No representation or warranty made by Mexgold hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to in the Mexgold Public Record or provided for or stated to be exceptions under this Agreement; (b) Mexgold shall have complied in all material respects with its covenants herein and Mexgold shall have provided to G▇▇▇▇▇ Lake a certificate of two officers thereof certifying that, as of the Effective Date, it has so complied with its covenants herein; (c) the board of directors of Mexgold shall have unanimously approved the Arrangement and shall have unanimously recommended the Arrangement to the Mexgold Shareholders, and on or prior to the Effective Date shall not have withdrawn or changed any of its recommendations in a manner adverse to G▇▇▇▇▇ Lake or which could impede the completion of the Arrangement, and shall not have made a recommendation to the Mexgold Shareholders not to accept the Arrangement; (d) on or prior to the Effective Date, holders of no greater than 5% of the outstanding Mexgold Common Shares (other than Mexgold Common Shares held by G▇▇▇▇▇ Lake and officers and directors of G▇▇▇▇▇ Lake) at the time of the vote shall have dissented to the Arrangement; and (e) Mexgold shall have complied in all material respects with its covenants herein. The foregoing conditions are for the benefit of G▇▇▇▇▇ Lake and may be waived, in whole or in part, by G▇▇▇▇▇ Lake in writing at any time. 10.4 The obligations of Mexgold to complete the transactions contemplated hereby are subject to the fulfillment or waiver of the following conditions on or before the Effective Date: (a) the representations and warranties made by G▇▇▇▇▇ Lake in this Agreement or made or consented to which are qualified by the Company expression "Material Adverse Change" or "Material Adverse Effect" shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by G▇▇▇▇▇ Lake in this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), in either case, except where any failures or breaches of representations and warranties would not either individually or in the aggregate, in the reasonable judgment of Mexgold, have a Material Adverse Effect on G▇▇▇▇▇ Lake, and G▇▇▇▇▇ Lake shall have provided to Mexgold a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Effect on the Effective Date. No representation or warranty made by G▇▇▇▇▇ Lake hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to in the G▇▇▇▇▇ Lake Public Record or provided for or stated to be exceptions under this Agreement; (b) G▇▇▇▇▇ Lake shall have complied in all material respects with its covenants herein and G▇▇▇▇▇ Lake shall have provided to Mexgold a certificate of two officers thereof certifying that, as of the Effective Date, it has so complied with its covenants herein; and (c) the directors of G▇▇▇▇▇ Lake shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by G▇▇▇▇▇ Lake to permit the consummation of the Arrangement. The foregoing conditions are for the benefit of Mexgold and may be waived, in whole or in part, by G▇▇▇▇▇ Lake in writing at any time. 10.5 The conditions set out in Sections 10.1, 10.2, 10.3 and 10.4 hereof shall be conclusively deemed to have been satisfied, fulfilled or waived upon the issue of the Certificate. Mexgold acknowledges and agrees that it shall have no right to file the Articles of Arrangement with the prior written approval of the Reinsurer. In the event that any Director unless such changesconditions have been satisfied, amendments fulfilled or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madewaived.

Conditions. (a) The CompanyThis policy, on its own initiative, any endorsement hereon and the schedule shall not change the terms be read together as one contract and conditions any word or expression to which a specific meaning has been attached in any part of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms this policy or of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any schedule shall bear such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)specific meaning wherever it may appear. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer1. In the event of any incident, circumstance which may give rise to a claim for indemnity under this policy, the Insured shall give immediate notice in writing to the Insurer. Such notice having been given not later than 30 days after the expiration of the policy period, any claim to which that circumstance has given rise, which may be made within 36 months after the expiration of the period specified in the schedule, shall be deemed for the purpose of this policy to have been made during the existence hereof. 2. The Insured shall not admit liability or settle or make or promise any payment in respect of any claim which may be the subject of indemnity hereunder, or incur any costs or expenses in connection therewith, without the written consent of the Insurer, which shall be entitled to take over and conduct in the name of the Insured the defence and/or settlement of any such changesclaim, amendments for which purpose the Insured shall give all the information and assistance that the Insurer may reasonably require. The Insurer will not settle any claim without the consent of the Insured. If, however, the Insured refuses to consent to any settlement recommended by the Insurer and shall elect to contest or modifications are continue any legal proceedings, then the liability of the Insurer shall not exceed the amount for which the claim could have been so settled, plus the costs and expenses incurred with their consent up to the date of such refusal. 3. Where a retroactive date is specified in the schedule, this insurance does not apply to claims made against the Insured by reason of any negligent act, error or consented omission which occurred or was committed, or is alleged to have occurred or committed prior to the said retroactive date. 4. The Insured shall at all times a) maintain accurate descriptive records of all professional services which records shall be available for inspection and use by the Insurer or their duly appointed representatives insofar as they pertain to any claim hereunder, b) give to the Insurer or their duly appointed representatives such information, assistance and signed statements as the Insurer may require, and c) assist in the defence of any claim without charge to the Insurer; 5. In the event of any dispute arising between the Insured and the Insurer, this insurance shall be governed by the law of the country specified in the schedule, whose courts only shall have jurisdiction in any LBL Contract dispute arising hereunder. 6. It is hereby agreed that if any payment is made under this insurance in respect of a claim, the Insurer is thereupon subrogated to all the Insured's rights of recovery in relation thereto. 7. If the Insured makes any claim knowing the same to be fraudulent or false, as regards amount or otherwise, this insurance shall become void and all claims there-under shall be forfeited. 8. This insurance shall not be called upon in contribution and shall only pay such loss if and so far as it is not recoverable under any other insurance. 9. The indemnity provided by this policy is restricted to apply in respect of a) compensation resulting from judgement rendered by or obtained from a court of competent jurisdiction in the territory stated in the schedule b) charges, expenses and legal costs incurred and recoverable in the territory stated in the schedule. 10. In the absence of a local, legal regulation regarding cancellation, this insurance may be cancelled by the Company without Insured at any time by giving written notice to the prior written approval Insurer. This insurance may also be cancelled by or on behalf of the ReinsurerInsurer by registered, certified or other first class mail, to the Insured's address as shown in the schedule containing written notice about when, not less than 30 days thereafter, the cancellation shall be effective. The mailing of such notice as aforesaid shall be sufficient proof of notice and this Agreement will cover Reinsured Risks incurred insurance shall terminate at the date and hour specified in such notice. 11. If this insurance is cancelled by the Company under such LBL Contract as if Insured, the Insurer shall refund the customary short rate proportion of the premium hereon. If this insurance is cancelled by, or on behalf of, the Insurer for any reason other than non-approved changespayment of the premium or any breach of contract by the Insured, amendments the Insurer shall refund the pro rata proportion of the premium hereon. 12. Payment or modifications had tender of any unearned premium by the Insurer shall not been madebe a precondition for the validity of cancellation, but such payment shall be made as soon as practicable. 13. If the period of limitation relating to the giving of notice is prohibited or made void by any law controlling the construction thereof, such period shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law.

Conditions. 5.1 The obligation of the Seller to effect the Completion is subject to the satisfaction (or waiver agreed to in writing by the Seller) at or prior to the Completion of each of the following conditions: (a) The Company, on Purchaser shall have obtained the approval from the Financial Services Commission (the “FSC”) with respect to its own initiative, shall not change application filed under the terms and conditions Financial Holding Companies Act of any LBL Contract, other than Korea for any changes that are required due to (i) changes in Applicable Law, (ii) the terms inclusion of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any Company as a subsidiary of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required Purchaser due to the reasons identified acquisition of the Shares (the “Purchaser Required Approval”); (b) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Applicable Law or Order prohibiting or making illegal the consummation of the transactions contemplated hereby (provided, that if any Governmental Authority enacts, issues, promulgates, enforces or enters any such Order, the Seller shall use its best endeavours to ensure such Order is vacated by pursuing all available legal challenges and appeals thereto); (c) Each of the Purchaser’s Warranties shall be true and correct in clauses all respects, in each case, as of the date of this Agreement and as of the Completion Date as though made on and as of such date (iother than Purchaser’s Warranties which by their terms address matters only as of another specified date, which shall be true and correct only as of such date), except where the failure of such Purchaser’s Warranties to be so true and correct has not, individually or in the aggregate, materially impaired or prevented the ability of the Purchaser to consummate the transactions contemplated by the Transaction Documents; and (iid) The Purchaser shall have, in all material respects, performed and complied with the agreements and covenants required hereunder to be performed or complied with by it at or prior to the Completion. 5.2 The obligation of the Purchaser to effect the Completion is subject to the satisfaction (iiior waiver agreed to in writing by the Purchaser) aboveat or prior to the Completion of each of the following conditions: (a) The Purchaser shall have obtained the Purchaser Required Approval; (b) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Applicable Law or Order prohibiting or making illegal the consummation of the transactions contemplated hereby (provided, that if any Governmental Authority enacts, issues, promulgates, enforces or enters any such Order, the Reinsurer will share Purchaser shall use its best endeavours to ensure such Order is vacated by pursuing all available legal challenges and appeals thereto); (c) Each of the Seller’s Warranties shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Completion Date as though made on and as of such date (other than Seller’s Warranties which by their terms address matters only as of another specified date, which shall be true and correct only as of such date), except where the failure of such Seller’s Warranties to be so true and correct has not had, individually or in the change proportionately aggregate, a Material Adverse Effect; (d) The Seller shall have, in all material respects, performed and complied with the agreements and covenants required hereunder to be performed or complied with by it at or prior to the coinsurance share hereunder Completion; and (e) There shall not have occurred and be continuing any Material Adverse Effect. 5.3 Each Party undertakes to use its best endeavours to ensure that the Company conditions set forth in Clauses 5.1 and 5.2 (collectively, the Reinsurer “Conditions”) which it is in control of, or responsible for hereunder, are fulfilled as soon as reasonably practicable and, in any event, by the Long Stop Date. If it becomes apparent that the FSC will not otherwise give the Purchaser Required Approval, the Purchaser shall promptly notify the Seller and shall promptly offer, accept and agree to all such conditions, obligations, undertakings and/or modifications as are required by the FSC to obtain the Purchaser Required Approval. 5.4 Without prejudice to the generality of Clause 5.3, the Purchaser shall within 5 (five) Business Days after the date of this Agreement commence unofficial discussion with the FSC regarding its filing of a formal application for the Purchaser Required Approval, and shall file the application as soon as possible after the date of this Agreement but in no event later than 15 (fifteen) Business Days after the date of this Agreement, subject to the FSC’s confirmation for the submission of the formal application. 5.5 Without prejudice to Clauses 5.3 and 5.4, the Purchaser shall ensure that any notifications and/or filings made by it in connection with the Purchaser Required Approval are made as soon as reasonably practicable and with all due care and that such notifications and/or filings are accurate and complete, in all material respects, with regard to all requirements specified by the relevant Governmental Authority. In furtherance of the foregoing, the Seller shall: (a) render to the Purchaser such assistance as may reasonably be requested by the Purchaser in respect of the Purchaser’s obligations to obtain the Purchaser Required Approval; and (b) as soon as reasonably practicable following a request from the Purchaser, provide the Purchaser with all information reasonably necessary to make all appropriate adjustments to amounts due each other any notification or filing in connection with the Purchaser Required Approval or as requested by any Governmental Authority, provided that neither the Seller nor any member of the Seller’s Group shall be required under this AgreementClause 5.5 to provide the Purchaser or any member of the Purchaser’s Group with documents or information which contain commercially sensitive or confidential information which the Seller considers (acting in good faith and on a reasonable basis) the disclosure of which would be in violation of any Applicable Law. 5.6 Each Party shall keep the other Party promptly informed of, and shall consult with the other Party regarding, the progress of satisfying the Conditions which it is in control of, or responsible for hereunder. With respect Each Party shall immediately inform the other Party of all developments which would or might reasonably be expected to result in such Party becoming unable to comply with, or satisfy in any change required due respect, any Condition, which it is in control of, or responsible for hereunder. Without any prejudice to the reasons identified in clauses (i) or (iii) abovegenerality of the foregoing, the Company Purchaser shall, to the extent practicable, permitted by Applicable Law and the requirements of Governmental Authorities: (a) consult with the Seller or its nominated professional advisers prior to communicating with the effectiveness of FSC (including by email, telephone and text) in any such change, promptly notify material respect in connection with the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).Purchaser Required Approval; (b) Except as otherwise set forth or contemplated hereingive the Seller prior written notice of, including in paragraph and (aif the Seller so reasonably requests) above, no changes, amendments or modifications made on or after procure permission for the Inception Date attendance of Authorised Representatives of the terms Seller at, substantive meetings and conditions teleconferences with applicable Governmental Authorities in connection with the Purchaser Required Approval; (c) provide the Seller with draft copies of the LBL Contracts (including all material written submissions to any contract riders Governmental Authority in relation to the Purchaser Required Approval (other than any such submission or endorsements theretoany part thereof that the Purchaser considers (acting in good faith and on a reasonable basis) shall to be covered hereunder unless competitively sensitive or required to be kept confidential under contractual obligations or Applicable Law) at such time as will permit the Seller a reasonable opportunity to provide comments on such material submissions before they are submitted or sent or made and, in completing such material submissions or communications, and to the extent reasonably practicable, have due regard to any reasonable comments made by the Reinsurer pursuant to Seller; and (d) promptly provide the Administrative Services Agreement or made or consented to by Seller upon receipt with copies of all correspondence received from the Company relevant Governmental Authorities in any material respect in connection with the prior written approval of the Reinsurer. In the event that Purchaser Required Approval (other than any such changes, amendments correspondence or modifications are made any part thereof that the Purchaser considers (acting in good faith and on a reasonable basis) to be competitively sensitive or consented required to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company be kept confidential under such LBL Contract as if the non-approved changes, amendments contractual obligations or modifications had not been madeApplicable Law).

Conditions. 6.1 The fulfillment of the following is a condition to the Closing of this Agreement and consummation of the transactions described herein: (a) no action, suit or proceeding shall have been instituted or shall have been threatened, before any court or any other governmental body, by any public authority or by a person or other legal entity to restrain, enjoin or prohibit any of the transactions contemplated herein, or subject any of Buyer, CIC, Company or their directors or officers of any of them (including as directors of Company after the Closing) to any material liability, fine, forfeiture or penalty on the ground that the transactions contemplated herein, or any of them, are unlawful in any respect, or that Buyer, CIC, Company or their directors or officers have breached or violated, or will breach or violate by the consummation hereof, any applicable law, rule or regulation, or otherwise have acted improperly or in breach of any duty in connection with this Agreement or transactions contemplated herein. 6.2 The obligations of Buyer to close are also subject to the fulfillment of each of the following conditions: (a) The Company, on its own initiative, representations and warranties of CIC and Company contained in Article III hereof shall not change the terms be true and conditions of any LBL Contract, other than for any changes that are required due to (i) changes correct in Applicable Law, (ii) the terms all material respects as of the LBL Contracts or (iii) time of Closing, with the requirements same force and effect as if made at the time of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Closing. (b) Except as otherwise set forth All actions, proceedings, instruments and documents required to carry out this Agreement, and all other related legal matters, shall have been approved by counsel for Buyer, which approval shall not be unreasonably withheld. (c) Each of Company and CIC shall have performed its or contemplated hereintheir respective obligations under Article V hereof. (d) There shall be no actions, including suits or other proceedings pending of threatened against Company. (e) There has been no adverse change in paragraph the business, condition, (financial or otherwise), operations or prospects of Company. 6.3 The obligation of CIC to close is also subject to the fulfillment of each of the following conditions: (a) above, no changes, amendments or modifications made on or after the Inception Date The representations and warranties of Buyer contained in Article IV hereof shall be true and correct in all material respects as of the terms and conditions time of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company Closing, with the prior written approval of same force and effect as if made at, and at the Reinsurer. In time of, the event that any such changesClosing. (b) All actions, amendments or modifications are made or consented proceedings, instruments and documents required to in any LBL Contract by the Company without the prior written approval of the Reinsurer, carry out this Agreement will cover Reinsured Risks incurred and all other related legal matters shall have been approved by the Company under such LBL Contract as if the non-approved changescounsel for Seller, amendments or modifications had which approval shall not been madebe unreasonably withheld.

Conditions. 3.1 The obligations of the Purchaser and the Vendors to complete this Agreement are in all respects conditional upon the fulfilment or waiver of the following conditions: (a) The Companyall notifications and applications required under any statutory provision or other law in any jurisdiction applicable to any of the Group Companies where transfer of the Shares cannot be made legally without clearance, on its own initiativeor pursuant to Council Regulation (EEC) 4064/89 and any other applicable Council Regulations, shall not change in connection with the terms conclusion or performance of this Agreement, having been made to the competent authorities, and conditions in respect of any LBL Contract, other than for any changes that are required due to each such notification or application: (i) changes the relevant competition authority having stated in Applicable Lawwriting that the subject matter of the notification or application is permitted, or that there are no objections to it or that it will not be subject to any further investigations, the foregoing subject to no conditions or to conditions which are reasonably acceptable to the Purchaser; or (ii) where applicable, the period during which the relevant authority may refuse permission for, object to or commence an investigation into the subject matter of the notification or application having expired without any such action having been taken; (b) no order or judgement of any court or Governmental Entity having been issued or made prior to Completion which has the effect of making unlawful or otherwise prohibiting the transfer of the Shares as contemplated under this Agreement, provided that if any such order or judgement is capable of being appealed, the Condition in this clause 3.1(b) shall only be considered not to have been fulfilled if within thirty (30) days of the such order or judgement having been handed down (i) no such appeal has been lodged, or (ii) if appealed, no further order or judgment is handed down reversing or nullifying the effect of the initial order or judgment. 3.2 Subject to the provisions of clauses 3.5, 3.6 and 3.7, the obligations of the Purchaser to complete this Agreement are in all respects conditional upon the fulfilment or waiver of the condition that no act, omission or event shall have occurred which upon Completion would result in: (a) a Material Breach of (i) the Vendor Warranties upon their repetition at Completion or (ii) the terms obligations of the LBL Contracts or Vendors under this Agreement (iii) other than the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date obligations referred to in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements theretoclause 4.3(d)) that are required due to be performed between the date hereof and Completion; or (b) the Vendors not having complied in all material respects with their obligations referred to in clause 4.3(d). (the conditions referred to in this clause 3.2, together with the conditions referred to in clause 3.1 hereinafter collectively referred to as the Conditions), provided that the Condition in this clause 3.2 shall in any event only be considered not to have been fulfilled if a Material Breach is incapable of remedy, or if capable of remedy, is not remedied by the Vendors within the thirty (30) day period referred to in clause 3.7. 3.3 The Purchaser undertakes to use all reasonable endeavours to ensure that each of the Conditions referred to in clause 3.1 are fulfilled, and the Vendors undertake to use all reasonable endeavours to ensure that the Conditions are fulfilled. The Purchaser and each of the Vendors undertake to use all reasonable endeavours to ensure that Completion takes place in accordance with clause 5 as soon as reasonably practicable and in any event by the first Business Day that is one-hundred and twenty (120) days after the date of this Agreement (the Termination Date). 3.4 Without prejudice to the reasons identified in clauses (i), (ii) or (iii) abovegenerality of clause 3.3, the Reinsurer will share in the change proportionately to the coinsurance share hereunder Vendors and the Company Purchaser undertake to cooperate with and assist each other by providing the other and any Competition Authority as soon as is reasonably practicable upon request and in good faith any necessary information and documents for the purpose of making any submissions, filings and notifications to any Competition Authority. Furthermore, the Vendors and the Reinsurer will make all appropriate adjustments to amounts due Purchaser agree that they shall in consultation with each other under this Agreement. With and as soon as reasonably practicable (and, with respect to any change required due to making the reasons identified in clauses (i) or (iii) above, necessary initial filings with the Company shallrelevant Competition Authorities, to the extent reasonably practicable, prior within five (5) Business Days after the date of this Agreement) take all commercially reasonable steps that are necessary to the effectiveness obtain all consents, approvals, or actions of any Competition Authority which are required pursuant to clause 3.l(a) in order to complete the transactions contemplated hereunder and, without limitation, shall: (a) progress such changesubmissions, promptly notify the Reinsurer of such proposed change filings and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).notifications with all necessary diligence; (b) Except provide all information which is requested or required by any such Competition Authority (to the extent that such Competition Authority is legally entitled to request or require such information); (c) notify each other, and provide copies (or, in the case of non-written communications, reasonable details), of any communications from any such Competition Authority in relation to obtaining any such consent, approval or action and communicate with any such Competition Authority in respect of any of the transactions contemplated by this Agreement only after having consulted with each other in advance; (d) provide each other (or each other’s agents or advisers) with draft copies of all submissions, filings, notifications and communications to any Competition Authority in relation to obtaining any such consent, approval or action (excluding communications of an administrative nature) at such time as otherwise set forth will allow the other (or contemplated hereinits agents or advisers) a reasonable opportunity to provide comments on such submissions, including filings, notifications and communications and to amend them in paragraph accordance with the reasonable requirements of such Party (or its agents or advisers) before they are submitted or sent to such Competition Authority and take into account any such comments or amendments; and provide each other (or each other’s agents or advisers) with copies of all such submissions and communications in the form submitted or sent; and (e) where reasonably requested by the other Party, and where permitted by the Competition Authority concerned, allow persons nominated by the Vendors or the Purchaser, as the case may be, to attend all meetings (and participate in all telephone or other conversations) with any Competition Authority and, where appropriate, to make oral submissions at such meetings (or telephone or other conversations). 3.5 Upon an act, omission or event having occurred which upon Completion would result in a Material Breach or any breach as a result of which the Vendors would not having complied in all material respects with their obligations referred to in clause 4.3(d), the Purchaser shall be entitled (in addition and without prejudice to any other rights or remedies it may have against the Vendors under this Agreement), to elect by notice in writing to the Vendors not to complete the purchase of the Shares and, except for clauses 1, 21 to 22, 25 to 29 and Schedule 1 of this Agreement, this Agreement shall automatically terminate and be of no further force or effect and no party shall have any claim hereunder of any nature whatsoever against the other party (save in respect of accrued rights and/or liabilities arising from the prior breach of this Agreement). For these purposes: a Material Breach means any breach of (a) abovethe Vendor Warranties upon their repetition at Completion and/or (b) the obligations of the Vendors under this Agreement (other than that referred to in clause 4.3(d)) that are required to be performed between the date hereof and Completion, no changesthe effect of which individually or in the aggregate with all other such breaches, amendments would result in the Vendors being liable for Damages in an amount exceeding fifteen per. cent (15%) of the Debt/Cash Free Price. 3.6 The Purchaser shall notify the Vendors promptly in writing (a Rescission Notice) upon becoming aware of an act, event or modifications made omission having occurred which upon Completion would result in a Material Breach and on which basis it would elect not to proceed to Completion. 3.7 Upon receipt of any Rescission Notice, if the Material Breach is capable of remedy the Vendors may within five (5) Business Days elect by written notice to the Purchaser to extend the rescission of this Agreement by up to thirty (30) days after such notice, and the length of such extension shall be indicated in such notice. During such time, the Vendors shall be entitled, and shall use all reasonable endeavours, to remedy the breach, matter, event or circumstance giving rise to the Rescission Notice. 3.8 The Vendors and Purchaser shall consult and co-operate with each other in relation to planning for and scheduling the Completion, and each party shall notify the other parties to this Agreement as soon as reasonably practicable upon becoming aware that any of the Conditions have been fulfilled. 3.9 Each party shall notify the other parties as soon as reasonably practicable upon becoming aware of anything that will cause any of the Conditions not to be fulfilled on or after prior to the Inception Date Termination Date. 3.10 If any of the terms Conditions shall not have been fulfilled by and conditions on the Termination Date, then the Vendors or the Purchaser may, by written notice to the others, terminate this Agreement, and upon delivery of such notice, neither the Vendors nor the Purchaser shall be bound to proceed with the sale of the LBL Contracts (including Shares and, except for clauses 1, 21 to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant 22, 25 to the Administrative Services Agreement or made or consented to by the Company with the prior written approval 29 and Schedule 1 of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurerthis Agreement, this Agreement will cover Reinsured Risks incurred by shall automatically terminate and be of no further force or effect and no party shall have any claim hereunder of any nature whatsoever against the Company other party (save in respect of accrued rights and/or liabilities arising from the prior breach of this Agreement), provided, however, that the right to terminate this Agreement under this clause 3.10 shall not be available (i) to the Vendors if any Vendor is in breach of or has breached its obligation under clause 3.3 or 3.4 or is in material breach of or has materially breached its other obligations under this Agreement or (ii) to the Purchaser if it is in breach of or has breached its obligations under clauses 3.3 or 3.4 or is in material breach of or has materially breached its other obligations under this Agreement and, in the case of both (i) and (ii), such LBL Contract as if breach has contributed materially to the non-approved changes, amendments or modifications had not been madesatisfaction of the Conditions.

Conditions. (aA) The Company, on its own initiative, shall not change Placing is conditional upon the terms and conditions fulfillment of any LBL Contract, other than for any changes that are required due to the following conditions: (i) changes in Applicable Law, the passing of the necessary resolutions at the SGM to approve the Capital Reorganisation and the Capital Reorganisation having become effective; (ii) the terms passing of the LBL Contracts or necessary resolutions at the SGM to approve the Rights Issue; (iii) the requirements Listing Committee granting the approval for the listing of, and the permission to deal in, the Rights Shares; (iv) all necessary consents and approvals to be obtained on the part of any Governmental Entity. If the Company’s liability under any each of the LBL Contracts is changed because Placing Agent and the Company in respect of changes made on or after this Agreement and the Inception Date transactions contemplated hereunder having been obtained; (v) the obligations of the Placing Agent hereunder not being terminated in accordance with the terms and conditions hereof, including provisions regarding force majeure events; (vi) the posting of copies of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due Prospectus Documents to the reasons identified Qualifying Shareholders and the posting of the Prospectus (stamped “For Information Only”) to the Non-Qualifying Shareholders for information purpose only; and (vii) a validation order having been granted by the High Court of Hong Kong (the “Court”) for the issuance of the Rights Shares and the Capital Reduction or the petition for the winding-up of the Company having been withdrawn by the Petitioner or dismissed by the Court. (B) The Company shall use its reasonable endeavours to procure the fulfillment of the conditions referred to in clauses (iClause 3(A)(iii), (iivi) or and (iii) above, vii). The parties shall use their respective reasonable endeavours to procure the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date fulfillment of the terms and conditions of the LBL Contracts (including referred to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurerin Clause 3(A)(iv). In the event that any such changes, amendments or modifications are made or consented of the conditions referred to in any LBL Contract by Clause 3(A) is not fulfilled on or before the Company without Latest Time for Termination (or such later date as may be agreed between the prior written approval parties hereto in writing), all rights, obligations and liabilities of the Reinsurerparties hereto shall cease and terminate forthwith and neither of the parties shall have any claim against the other, save for any antecedent breach under this Agreement will cover Reinsured Risks incurred by the Company under prior to such LBL Contract as if the non-approved changes, amendments or modifications had not been madetermination.

Conditions. 7.1 Conditions to Each Party's Obligation to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the fulfillment at or prior to the Effective Date of the following conditions: (a) The Company, on its own initiative, shall not change No preliminary or permanent injunction or other order by any Federal or state court or by any governmental or regulatory body in the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) United States which prevents the terms consummation of the LBL Contracts Mergers or the transactions contemplated hereby shall have been issued and remain in effect (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including each party agreeing to any contract riders or endorsements thereto) that are required due use its best efforts to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of have any such change, promptly notify the Reinsurer of injunction lifted and to seek to avoid any such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informalinjunction). (b) Except as otherwise set forth No statute, rule or regulation shall have been enacted by the government (or any governmental body or agency) of the United States or any state thereof that prevents the consummation of the Mergers or the transactions contemplated hereinhereby. (c) No action or proceeding before any court or any governmental or regulatory authority and no investigation by any governmental or regulatory authority shall have been commenced (and be pending), including in paragraph (a) aboveagainst the Companies, no changesSFX, amendments the SFX Subs or modifications made on any of their respective affiliates, associates, officers or after directors seeking to prevent or materially delay the Inception Date transactions contemplated hereby or challenging any of the terms and conditions or provisions of this Agreement or seeking material damages in connection therewith; provided, however, that in the LBL Contracts case of an action or proceeding brought by a person other than a governmental or regulatory authority, the condition set forth in this paragraph (including to any contract riders or endorsements theretod) shall be covered hereunder unless made by deemed to have been satisfied with respect to such action or proceeding of SFX, the Reinsurer pursuant SFX Subs and the Companies shall have been provided with an opinion of counsel satisfactory to them to the Administrative Services Agreement effect that it is reasonably probable that the relief sought in such action or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement proceeding will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madebe granted.

Conditions. (a) The Company, on its own initiative, shall not change obligations of the terms and conditions Initial Purchaser to purchase the Units under this Agreement are subject to the satisfaction or waiver of any LBL Contract, other than for any changes that are required due to each of the following conditions: (i) changes All the representations and warranties of each of the Issuers in each of the Documents to which it is a party shall be true and correct in all material respects (other than representations and warranties with a materiality qualifier, which shall be true and correct as written) at and as of the Closing Date after giving effect to the Transactions with the same force and effect as if made on and as of such date. On or prior to the Closing Date, each of the Issuers and, to the actual knowledge of the Issuers, after reasonable inquiry, each other party to the Documents (other than the Initial Purchaser) shall have performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy could not reasonably be expected to have a Material Adverse Effect). (ii) The Offering Circular shall have been printed and copies made available to the Initial Purchaser not later than 12:00 noon, New York City time, on the first business day following the date of this Agreement or at such later date and time as the Initial Purchaser may approve. (iii) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of any of the Transactions; and no stop order suspending the qualification or exemption from qualification of any of the Securities in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the actual knowledge of the Issuers after reasonable inquiry, be pending or contemplated as of the Closing Date. (iv) No action shall have been taken and no Applicable LawLaw shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of any of the Transactions. Except as disclosed in the Offering Circular, no Proceeding shall be pending or, to the actual knowledge of each of the Issuers after reasonable inquiry, threatened other than Proceedings that (A) if adversely determined could not, singly or in the aggregate, adversely affect the issuance or marketability of the Securities, and (B) could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. (v) Since the date as of which information is given in the Offering Circular, there shall not have been any Material Adverse Change. (vi) The Notes shall have (A) been designated PORTAL securities in accordance with the rules and regulations adopted by the NASD relating to trading in the PORTAL market, and (B) received a rating of B and B2 from Standard & Poor's Corporation and Moody's Investors Services, Inc., respectively. (vii) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of any of the Issuers or any securities of any of the Issuers (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the terms outlook for any rating of any of the LBL Contracts Issuers or any securities of any of the Issuers by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the requirements Notes than that on which the Notes were marketed. (viii) The Initial Purchaser shall have received on the Closing Date: (A) certificates dated the Closing Date, signed by (1) the Chief Executive Officer, and (2) the principal financial or accounting officer of any Governmental Entity. If the Company’s liability under any each of the LBL Contracts is changed because Issuers, on behalf of changes made on or after such Issuer, (x) confirming the Inception Date matters set forth in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses paragraphs (i), (iiiii), (iv), (v), (vii) and (xiii) of this Section 9(a), and (y) certifying as to such other matters as the Initial Purchaser may reasonably request, (B) a certificate dated the Closing Date, signed by the (1) Chief Executive Officer and (2) the principal financial or (iii) aboveaccounting officer of each of the Issuers, on behalf of such Issuer stating that the Reinsurer will share industry, statistical and market-related data included in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shallOffering Circular has been reviewed by such persons and, to the extent practicableactual knowledge of such persons, prior after reasonable inquiry, subject to the effectiveness risks and limitations described in the Preliminary Offering Circular and the Offering Circular, is true and accurate in all material respects and is based on or derived from sources which the Issuers believe to be reliable and accurate, which certificate shall be in form and substance reasonably satisfactory to counsel for the Initial Purchaser and may specifically reference certain industry, statistical and market-related data contained in the Offering Circular, (C) a certificate, dated the Closing Date, signed by the Secretary of any each of the Issuers, certifying such changematters as the Initial Purchaser may reasonably request, promptly notify and (D) a certificate of solvency, dated the Reinsurer Closing Date, signed by the principal financial or accounting officer of such proposed change the Company substantially in the form previously approved by the Initial Purchaser. (ix) The Initial Purchaser shall have received: (A) the opinions (in form and afford substance satisfactory to the Reinsurer Initial Purchaser and counsel to the opportunityInitial Purchaser) of Mayer, Brown & Platt, special counsel to the Issuers, dated the ▇lo▇▇▇▇ Dat▇, ▇▇ the form of Exhibit A hereto; (B) the tax opinion (in form and substance reasonably satisfactory to the Initial Purchaser and counsel to the Initial Purchaser) of Mayer, Brown and Platt, addressed to the Initial Purchaser, ▇▇▇▇▇ng that base▇ ▇▇▇n current law, including relevant statutes, regulations and judicial and administrative precedents, and upon assumptions and subject to qualifications made therein, for United States federal income tax purposes (1) the Company is, and will be, classified as a partnership and not as an association or a publicly traded partnership taxable as a corporation, (2) PGP is, and will be, classified as a partnership and not as an association or a publicly traded partnership taxable as a corporation, (3) the Series A Notes will be classified as indebtedness, and (4) the statements in the Offering Circular under the heading "Certain United States Federal Income Tax Considerations" and "Risk Factors-Publicly Traded Partnership Classification" to the extent practicablethat they describe matters of law or legal conclusions, are correct in all material respects; (C) the opinions (in form and substance reasonably satisfactory to object the Initial Purchaser and counsel to the Initial Purchaser) of Lane & Waterman, special Iowa counsel to the Issuers, dated the Clo▇▇▇▇ ▇▇▇e, substantially in the form of Exhibit B hereto; (D) the opinions (in form and substance reasonably satisfactory to the Initial Purchaser and counsel to the Initial Purchaser) of Mitchell, Silberberg & Knupp, LLP, special counsel to the Is▇▇▇▇▇, ▇at▇▇ ▇▇▇ ▇▇▇sin▇ ▇▇▇e, substantially in the form of Exhibit C; (E) reliance letters from each counsel or special counsel to each of the Issuers, GDREC and HCI (in form and substance satisfactory to the Initial Purchaser and counsel to the Initial Purchaser), dated the Closing Date, permitting the Initial Purchaser to rely on all other opinions rendered by such change under applicable administrative procedures counsel in connection with any of the Transactions; and (both formal F) an opinion, dated the Closing Date, of Skadden, Arps, Slate, Meagher & Flom LLP, and informal)Dorsey & Whitn▇▇ ▇▇▇, each in form a▇▇ ▇▇▇▇tan▇▇ ▇easonably ▇▇▇▇▇▇act▇▇▇ ▇▇ the Initial Purchaser covering such matters as are customarily covered in such opinions. (bx) Except as otherwise set forth or contemplated hereinThe Initial Purchaser shall have received from each of Deloitte & Touche LLP and Honkamp Krueger & Co. P.C., including in paragraph both independent public accountants, with resp▇▇▇ ▇▇ the Issuers, (aA) abovea customary comfort letter, no changes, amendments or modifications made on or after dated the Inception Date date of the terms Offering Circular, in form and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant substance reasonably satisfactory to the Administrative Services Agreement or made or consented to by the Company Initial Purchaser, with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.respect

Conditions. SECTION 7.1. Conditions to the Obligation of Each Party. The respective obligations of Parent, Sub and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all parties: (a) The CompanyThis Agreement and the Plan of Merger shall have been approved and adopted by the Required Vote; (b) No temporary restraining order, on its own initiative, 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 Merger shall not change be in effect; (c) All actions by or in respect of or filings with any Governmental Entity required to permit the terms and conditions consummation of the Merger shall have been obtained or made (including the expiration or termination of any LBL Contractapplicable waiting period under the HSR Act and any pre-closing clearance required under the antitrust laws of any applicable jurisdiction); and (d) No Governmental Entity shall have enacted, other than for issued, promulgated, enforced or entered any changes that Law, executive order, decree or injunction (whether temporary, preliminary or permanent) which is then in effect and has the effect of making illegal, materially restricting or in any way preventing or prohibiting the Merger. SECTION 7.2. Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger are required due further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) (i) changes The representations and warranties of the Company in Applicable Lawthis Agreement (without giving effect to any materiality or Company Material Adverse Effect qualifications) shall be true and correct as of the date of this Agreement and as of the Effective Time (except for representations and 36 warranties which are as of a specific date, in which event, they shall be true and correct as of such date), except for such inaccuracies in such representations or warranties as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; (ii) the terms of the LBL Contracts Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to Closing; and (iii) the requirements of any Governmental Entity. If Company shall have delivered to Parent and Sub a certificate to the Company’s liability under any effect that each of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified specified in clauses (i) or and (iiiii) aboveof this Section 7.2(a) is satisfied in all respects, duly executed by an authorized officer of the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).Company; (b) Except There shall not be overtly threatened, instituted or pending any action, proceeding, application or counterclaim by any Governmental Entity before any court or governmental regulatory or administrative agency, authority or tribunal which challenges or seeks to challenge, restrain or prohibit the consummation of the Merger; (c) There shall be no Company Stock Awards outstanding as otherwise set forth of the Effective Time; and (d) The Company shall have caused to be delivered to Parent resignations of all the directors of the Company and the Subsidiaries effective as of the Effective Time. SECTION 7.3. Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to effect the Merger are further subject to satisfaction or contemplated herein, including in paragraph waiver at or prior to the Effective Time of the following conditions: (a) above, no changes, amendments or modifications made on or after the Inception Date The representations and warranties of the terms Parent and conditions of the LBL Contracts Sub in this Agreement (including without giving effect to any contract riders materiality or endorsements theretomaterial adverse effect qualifications) shall be covered hereunder unless made true and correct as of the date of this Agreement and as of the Effective Time (except for representations and warranties which are as of a specific date, in which event, they shall be true and correct as of such date), except for such inaccuracies in such representations or warranties as, individually or in the aggregate, would not reasonably be expected, individually or in the aggregate, to prevent or materially delay the performance by Parent or Sub of any of its obligations under this Agreement, the Reinsurer pursuant consummation of the Merger or the other transactions contemplated herein; (b) Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to Closing; and (c) Parent and Sub shall have delivered to the Administrative Services Agreement or made or consented Company a certificate to by the Company with the prior written approval effect that each of the Reinsurer. In the event that any such changesconditions specified in Sections 7.3(a) and (b) is satisfied in all respects, amendments or modifications are made or consented to in any LBL Contract duly executed by the Company without the prior written approval an authorized officer of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeeach of Parent and Sub.

Conditions. 7.1 Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) The Companyno judgment, on its own initiativeorder, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Authority of competent jurisdiction or other legal restraint or prohibition shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to be in effect which (i) changes in Applicable Lawhas the effect of making the consummation of the Merger or the other transactions contemplated hereby illegal, or (ii) prohibits the terms consummation of the LBL Contracts Merger or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because transactions contemplated hereby (collectively, “Restraints”); and since the date hereof there shall not be pending any suit, action or proceeding by any Governmental Authority which could have any of changes made on the foregoing effects; provided, however, that the party asserting that the condition set forth in this Section 7.1(a) has not been satisfied shall have used its best efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; and (b) the waiting period(s) under the antitrust or after competition laws of any applicable jurisdiction, if applicable, shall have expired. 7.2 Additional Conditions to the Inception Date Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following additional conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) the representations and warranties of Parent set forth in Section 5.2 shall be true and correct, except where any such failure to be true and correct would not, individually or in the terms and conditions aggregate, result in a Parent Material Adverse Effect, in each case as of the LBL Contracts date of this Agreement; (including b) Parent and its Subsidiaries shall have performed or complied in all material respects with its agreements and covenants required to any contract riders be performed or endorsements thereto) that are required due complied with under this Agreement as of or prior to the reasons identified Effective Time; (c) Parent shall have obtained all consents, approvals, orders, releases or authorizations (“Consents”) from, and Parent shall have made all filings and registrations (“Filings”) to or with, any Person, including without limitation any Governmental Authority, necessary to be obtained or made in clauses order for the Company and Merger Sub to consummate the Merger, unless the failure to obtain such Consents or make such Filings would not, individually or in the aggregate, result in a Parent Material Adverse Effect; (d) Each of Parent, Merger Sub and the Escrow and Paying Agent shall have executed and delivered the Escrow Agreement; (e) Parent shall have delivered or have caused Merger Sub to deliver cash to the Escrow and Paying Agent in an aggregate amount as provided for in Section 4.2(d) of this Agreement; and (f) The Holders Representatives shall have received an opinion of (i)) Winston & S▇▇▇▇▇ LLP, counsel to Parent, and (ii) C▇▇▇▇▇, Halter & G▇▇▇▇▇▇▇ LLP, counsel to Merger Sub, as to the matters set forth in Exhibits E-1 and E-2, respectively. 7.3 Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following additional conditions, any or all of which may be waived in whole or in part by Parent to the extent permitted by applicable Law: (iiia) abovethe representations and warranties of the Company set forth in Section 5.1 shall be true and correct, except where any such failure to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect, in each case as of the date of this Agreement; (b) the Company and its Subsidiaries shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (c) from the date of this Agreement to the Effective Time, there shall not have been a Material Adverse Effect; (d) the Company shall have obtained all Consents from, and the Company shall have made all Filings to or with, any Person, including without limitation any Governmental Authority, necessary to be obtained or made in order for the Company and Merger Sub to consummate the Merger, unless the failure to obtain such Consents or make such Filings would not, individually or in the aggregate, result in a Material Adverse Effect; (e) Parent shall have received an opinion of (i) Mayer, Brown, R▇▇▇ & Maw LLP and (ii) S▇▇▇▇▇▇▇, Loop & K▇▇▇▇▇▇▇, LLP, as to the matters set forth on Exhibits F-1 and F-2, respectively; (f) the requisite stockholder approval of this Agreement, the Reinsurer will share Merger shall have been obtained and remain in the change proportionately to the coinsurance share hereunder full force and effect; (g) each of the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Holder Representatives shall have executed and delivered the Escrow Agreement. With respect to any change required due to ; (h) Fully-Diluted Stockholders holding not less than 95% of the reasons identified Company Common Shares shall have approved the Merger in clauses accordance with the ORC; (i) or Parent shall have received copies of all payoff and discharge letters in respect to the Funded Indebtedness (iiiincluding copies of all UCC-3 termination statements to be filed immediately after the Closing); (j) abovethe Company shall have delivered the Adjustment Certificate pursuant to Section 4.2(b); (k) Parent shall have been reasonably satisfied with the results of those certain visits and interviews with the customers of the Company identified on Schedule 7.3(k), (the “Specified Customers”) so that, in Parent’s reasonable determination, the Company shallprospects of the Company’s business with the Specified Customers, to taken as a whole, are not materially impaired; provided, this provision shall be deemed satisfied in the extent practicable, event Parent has not delivered written notice of its determination of such material impairment prior to the effectiveness of any such change5:00 (Chicago time) on November 7, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).2003; (bl) Except as otherwise set forth no Principal Stockholder shall have breached or contemplated herein, including failed to perform in paragraph any material respect its covenants or other agreements in the applicable Voting Agreement; and (am) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval shall have delivered (i) a Letter of the Reinsurer. In the event that any such changesTransmittal and (ii) a Warrant Assignment Agreement, amendments or modifications are made or consented to in any LBL Contract each case duly executed by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeeach Warrantholder.

Conditions. 7.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) The CompanyMerger shall have been approved and adopted by the requisite vote of the holders of Target Common Stock. (b) The Parent Common Stock issuable in the Merger shall have been authorized for listing on the New York Stock Exchange, on its own initiativeupon official notice of issuance. (c) All authorizations, shall not change consents, orders or approvals of, and all expirations of waiting periods imposed by, any Governmental Entity (including without limitation those required to obtain the terms and conditions Regulatory Approvals) (collectively, "CONSENTS") which are necessary for the consummation of any LBL Contract, the Merger (other than for any changes immaterial Consents, the failure to obtain which would not be materially adverse to the business of the Surviving Corporation) shall have been obtained or shall have occurred and shall be in full force and effect at the Effective Time; provided, however, that are required due to none of the preceding Consents shall be deemed obtained if (i) changes it shall have imposed any condition or requirement which would so materially and adversely impact the economic or business benefits to Parent or Target of the transactions contemplated by this Agreement that, had such condition or requirement been known, such party would not, in Applicable Lawits reasonable judgment, have entered into this Agreement or (ii) such Consent causes the terms ownership of Target and the LBL Contracts Target Subsidiaries by Parent, after the Effective Time, to impose on Parent or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of its Subsidiaries (including Target or any Target Subsidiary) any limitations or conditions on the LBL Contracts is changed because of changes made on businesses and activities engaged in by Parent or after the Inception Date any such Subsidiary that would not be applicable in the terms and conditions absence of the LBL Contracts such ownership (including to any contract riders such condition or endorsements thereto) that are required due to the reasons identified limitation described in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses clause (i) or (iiiii) abovebeing referred to herein as a "Burdensome Condition"); provided, however, that none of those conditions and requirements set forth in Section 7.1 of the Company shall, to Target Disclosure Letter hereto shall constitute a Burdensome Condition for any purpose under this Agreement. (d) The Registration Statement shall have become effective in accordance with the extent practicable, prior to provisions of the Securities Act. No stop order suspending the effectiveness of any such change, promptly notify the Reinsurer of such proposed change Registration Statement shall have been issued by the Commission and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)remain in effect. (be) Except as otherwise set forth No temporary restraining order, preliminary or contemplated herein, including permanent injunction or other order by any federal or state court in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date United States which prevents the consummation of the terms Merger shall have been issued and conditions of the LBL Contracts remain in effect. (including f) All applicable waiting periods with respect to any contract riders "Notification and Report Form for Certain Mergers and Acquisitions" filed by Parent, Target or endorsements thereto) shall be covered hereunder unless made by any of their "ultimate parent entities" in compliance with the Reinsurer HSR Act pursuant to the Administrative Services Agreement transactions contemplated hereby shall have passed, or made or consented to by the Company with the prior written approval early termination of such waiting periods shall have been granted. (g) The Net Book Value of Target as of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to Calculation Date shall have been determined in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeaccordance with Section 5.22.

Conditions. The New Share Option Scheme is conditional upon the approval of the scheme and the listing of, and permission to deal in any Shares to be issued pursuant to the exercise of Options under the New Share Option Scheme, being granted by the Listing Committee of the Stock Exchange. If the aforesaid conditions are not fulfilled, then: (a) The Company, on its own initiative, the New Share Option Scheme shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).forthwith terminate; (b) Except any Option granted or agreed to be granted pursuant to the rules of the New Share Option Scheme and any Offer shall forthwith lapse and be of no effect; and (c) no person shall be entitled to any rights or benefits or be under any obligation under or in respect of the New Share Option Scheme, or any outstanding Offer or Option. 1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31 December 2014. (A) To re-elect ▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (who has served the Company nearly nine years) as otherwise set forth an independent non-executive director; (B) To re-elect ▇▇. ▇▇▇ ▇▇▇ ▇▇ as an independent non-executive director; and (C) To authorise the Directors to fix the remuneration of the Directors for the year ending 31 December 2015. 3. To declare a final dividend for the year ended 31 December 2014. 4. To re-appoint auditors and to authorise the board of directors to fix their remuneration. 5. As special business to consider and, if thought fit, pass with or contemplated hereinwithout modifications, including the following resolutions as ordinary resolutions: 5.A. “THAT: (a) subject to paragraph (c), the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares or warrants or similar rights to subscribe for any shares in the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved; (b) the approval in paragraph (a) aboveshall authorise the directors of the Company during the Relevant Period to make or grant offers, no changes, amendments agreements and options which would or modifications made on or might require the exercise of such power after the Inception Date end of the terms and conditions Relevant Period; (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer Company pursuant to the Administrative Services Agreement or made or consented approval in paragraph (a), otherwise than pursuant to by the shares of the Company issued as a result of a Rights Issue (as hereinafter defined) or pursuant to the exercise of options under the share option scheme of the Company or similar arrangement, or any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of the dividend on the shares of the Company in accordance with the prior written approval Company’s Articles of Association, shall not exceed 20 per cent. of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by aggregate number of issued share(s) of the Company without as at the prior written date of passing of this resolution and the said approval shall be limited accordingly; and (d) for the purposes of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.resolution:

Conditions. (a) The CompanyExcept as otherwise provided herein, on its own initiative, shall not change the terms and conditions you will have all rights of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due a shareholder with respect to the reasons identified in clauses (i)Restricted Shares, (ii) or (iii) aboveincluding, without limitation, the Reinsurer will share in right to vote the change proportionately Restricted Shares and receive any cash and stock dividends with respect to such Restricted Shares. Any shares issued to you as a stock dividend with respect to the coinsurance share hereunder and Restricted Shares shall be subject to the Company and the Reinsurer will make all appropriate adjustments to amounts due each other same restrictions under this Agreement. With Agreement as the Restricted Shares with respect to any change required due to which such stock dividends were issued and shall bear the reasons identified in clauses (i) or (iii) above, same legends as the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Restricted Shares. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that the shares of the Company, as a result of a combination of shares or any other change or exchange for other securities, by reclassification, reorganization or otherwise, is increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another entity, the number of the Restricted Shares shall be appropriately adjusted to reflect such change. If any such changesadjustment shall result in a fractional share, amendments such fraction shall be disregarded. (c) The Restricted Shares, and all rights related thereto, may not be sold, transferred, assigned, pledged, hypothecated or modifications otherwise disposed of prior to the time that the Restricted Shares vest as provided herein. (d) If your employment with the Company is terminated for any reason, you shall forfeit your right as to any unvested Restricted Shares as of the date of such termination of employment, and the unvested Restricted Shares shall be canceled. The provisions of this Paragraph 3(d) shall not apply to any vested Restricted Shares. (e) Any sale, transfer, assignment or other disposition by you of Restricted Shares shall be made in compliance with all federal and state securities laws. The Compensation Committee of the Company may from time to time impose any conditions on the Restricted Shares as it deems necessary or advisable to ensure such shares are made issued and resold in compliance with all applicable federal and state securities laws. (f) On or consented after a vesting date, the Company shall notify you if and when the restrictions on the vested Restricted Shares have lapsed. Within ten (10) business days of a vesting date, the Company shall deliver to in you a certificate for the vested shares without any LBL Contract legend or restrictions, except for such restrictions as may be imposed by the Company, in its sole judgment, under Paragraph 3(e) of this Agreement, provided that no certificates for shares will be delivered to you until appropriate arrangements have been made with the Company without for the withholding of any taxes which may be due with respect to such shares. The Company may condition the delivery of certificates for shares upon the prior written approval receipt from you of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. (g) Nothing in this Agreement shall confer on you any right to continue in the employ of the Reinsurer, this Agreement will cover Reinsured Risks incurred by Company or any subsidiary of affiliate of the Company under or any successor to any of them, or affect the right of the Company or any such LBL Contract as if the non-approved changessubsidiary, amendments affiliate or modifications had not been madesuccessor to terminate your employment at any time.

Conditions. 5.1 Conditions to Each Party's Obligations to Effect the Sale. The respective obligations of each party to effect the Sale shall be subject to the Company obtaining Shareholder Approval. 5.2 Conditions to Obligations of the Purchaser to Effect the Sale. The obligations of the Purchaser to effect the Sale shall be subject to the fulfillment or waiver at or prior to the Closing of the additional following conditions: (a) The Company, on its own initiative, shall not change the terms Each representation and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms warranty of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any Company set forth in Article 2 shall be true and correct in all material respects as of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Closing. (b) Except as otherwise The Company shall have performed in all material respects each covenant or other obligation required to be performed by it pursuant to the Transaction Documents prior to the Closing. (c) The consummation of the transactions contemplated by the Transaction Documents shall not be prohibited by any Legal Requirement or subject the Purchaser to any penalty or liability arising under any Legal Requirement or imposed by any Government Entity. (d) No action, suit or proceeding shall be pending or threatened before any Government Entity the result of which could prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents, cause any such transaction to be rescinded following such consummation or adversely affect the Company's performance of its obligations pursuant to the Transaction Documents, and no judgment, order, decree, stipulation, injunction or charge having any such effect shall exist. (e) All filings, notices, licenses, consents, authorizations, accreditation, waivers, approvals and the like of, to or with any Government Entity or any other Person that are required for the Company to effect the Sale or any other transaction contemplated by the Transaction Documents shall have been duly made or obtained and the Company shall have delivered copies thereof to the Purchaser. (f) The Company shall have delivered to the Purchaser a certificate dated the Closing Date, signed by the President of the Company stating that the conditions set forth or contemplated herein, including in paragraph Section 5.2 (a) above, no changes, amendments or modifications made on or after through (e) have been satisfied. (g) The Company shall have delivered to the Inception Date Purchaser a copy of the terms resolutions duly adopted by the Company's board of directors authorizing the Company's execution, delivery and conditions performance of the LBL Contracts Transaction Documents to which the Company is a party, the Sale, and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of the Company. (h) The Company shall have delivered to the Purchaser a certificate (dated not less than five business days prior to the Closing) of the Treasurer of the State of New Jersey as to the good standing of the Company in New Jersey. (i) The Company shall have delivered to the Purchaser (i) a certificate representing the Shares, and (ii) the Warrant. (j) The Shares and the Warrant Shares shall have been listed, or approved for listing subject to issuance, on the Nasdaq SmallCap (or such other market or exchange on which the Common Stock is then listed). (k) The Purchaser shall have received an opinion of counsel for the Company as to the valid existence of the Company, the Company's corporate power and authority to enter into the Transaction Documents, the due execution of the Transaction Documents, the enforceability of the Transaction Documents in accordance with their respective terms (as may be limited by bankruptcy), and the valid issuance of the Shares and the Warrant, in form and substance reasonably satisfactory to the Purchaser. (l) The Company shall have filed a registration statement pursuant to Section 4.10(b), or shall have delivered written notice to the Purchaser that the SEC prohibited the Company from filing such registration statement prior to the Closing Date. 5.3 Conditions to Obligations of the Company to Effect the Sale. The obligations of the Company to effect the Sale shall be subject to the fulfillment or waiver at or prior to the Closing of the additional following conditions: (a) Each representation and warranty by the Purchaser (including those relating to any contract riders or endorsements theretoequity holders of the Purchaser) set forth in Article 3 shall be covered hereunder unless made true and correct in all material respects as of the Closing. (b) The Purchaser shall have performed in all material respects each covenant or other obligation required to be performed by the Reinsurer it pursuant to the Administrative Services Agreement Transaction Documents prior to the Closing. (c) The consummation of the transactions contemplated by the Transaction Documents shall not be prohibited by any Legal Requirement or subject the Company or any of its assets to any penalty or liability arising under any Legal Requirement or imposed by any Government Entity. (d) No action, suit or proceeding shall be pending or threatened before any Government Entity the result of which could prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents, cause any such transaction to be rescinded following such consummation or adversely affect the Company's performance of its obligations pursuant to the Transaction Documents, and no judgment, order, decree, stipulation, injunction or charge having any such effect shall exist. (e) All filings, notices, licenses, consents, authorizations, accreditation, waivers, approvals and the like of, to or with any Government Entity or any other Person that are required for the Purchaser to effect the Sale or any other transaction contemplated by the Transaction Documents shall have been duly made or consented obtained and the Purchaser shall have delivered copies thereof to the Company. (f) The Purchaser shall have delivered to the Company a certificate, dated the Closing Date, signed by the Company with the prior written approval Managing Member of the Reinsurer. In Purchaser stating that the event that any such changes, amendments or modifications are made or consented conditions set forth in Sections 5.3(a) through (e) have been satisfied. (g) The Purchaser shall have delivered to in any LBL Contract the Company a copy of the resolutions duly adopted by the Company without the prior written approval Managing Member of the ReinsurerPurchaser authorizing the Purchaser's execution, this Agreement will cover Reinsured Risks incurred delivery and performance of the Transaction Documents to which the Purchaser is a party, the Sale, and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of the Purchaser. (h) The Purchaser shall have delivered to the Company under such LBL Contract a certificate (dated not less than five business days prior to the Closing) of the Secretary of State of the State of New York as if to the non-approved changesgood standing of the Purchaser in New York. (i) The Purchaser shall have delivered to the Company the Note and the Pledge Agreement. (j) The Company shall have issued and delivered the Key Employee Warrants. (k) The Company shall have received an opinion of counsel for the Purchaser as to the valid existence of the Purchaser, amendments or modifications had not been madethe Purchaser's power and authority to enter into the Transaction Documents, the due execution of the Transaction Documents, and the enforceability of the Transaction Documents in accordance with their respective terms (as may be limited by bankruptcy), in form and substance reasonably satisfactory to the Company.

Conditions. (a) The Company, on its own initiative, It shall not change be a condition to the terms and conditions of any LBL Contract, other than for any changes that are required due ESOP's obligation to purchase the Shares hereunder that: (i) changes in Applicable LawThe Trustee obtain from FMV, (ii) a valuation opinion, dated as of the Closing Date, to the effect that $7.3333 per share does not exceed the fair market value of the Shares as of the Closing Date and that the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that transaction contemplated hereunder are required due fair to the reasons identified in clauses (i), ESOP from a financial point of view; (ii) or (iii) above, The ESOP obtain from the Reinsurer will share Company a loan in the change proportionately amount of $11,000,000 on terms acceptable to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or Trustee; (iii) aboveThe purchase of the Shares occurs simulta- neously with the purchase by the ESOP of the additional (iv) The Trustee obtain from O'Melveny & Myer▇ ▇ ▇etter permitting the Trustee to rely on the opinion letter to be delivered by O'Melveny & Myer▇ ▇▇ connection with the closing of the loan under the Fleet Loan Agreement and the stock purchase under the Chur▇▇▇▇▇ Agreement; (v) The Trustee obtain a certificate dated as of the Closing Date, signed by a duly authorized officer of the Company, the Company shall, truth and accuracy of which shall be a condition to the extent practicableESOP's obligation to purchase the Shares, and to the effect that (1) the representations and warranties of the Company set forth in Section 3(c) are to the best of his knowledge, after due inquiry, true and correct on and with respect to the Closing Date and (2) the Company has performed all of its obligations hereunder which are to be performed on or prior to the effectiveness Closing Date; and (vi) The Trustee shall have determined that the ESOP's purchase of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Shares does not violate ERISA. (b) Except as otherwise set forth or contemplated herein, including in paragraph It shall be a condition to the Seller's obligation to sell the Shares hereunder that: (ai) above, no changes, amendments or modifications made on or after the Inception Date purchase of the terms and conditions Shares occurs simultaneously with the purchase by the ESOP of the LBL Contracts additional shares of Series B Stock being sold by other Company shareholders, and the contemporaneous redemption of the Series A stock, as described in Section 1(d); and (including to any contract riders or endorsements theretoii) the Trustee obtain from FMV the valuation opinion described in Section 5(a)(1). (c) It shall be covered a condition to the Company's obliga- tions hereunder unless made by that: (i) the Reinsurer Company obtain a term loan in the amount of $9,500,000 pursuant to the Administrative Services Agreement or made or consented to by terms of the Fleet Loan Agree- ment; and (ii) the Company with obtain $6 million from the prior written approval sale of preferred stock pursuant to the terms of the Reinsurer. In the event Chur▇▇▇▇▇ ▇▇▇eement. (d) It shall be a condition to each party's obligations hereunder that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval as of the ReinsurerClosing Date, each other party's representations and warranties made under Section 3 are true and correct in all material respects. Any violation of this Agreement will cover Reinsured Risks incurred by condition not known prior to the Company under such LBL Contract as if date the non-approved changes, amendments or modifications had not been madeESOP purchases the Shares shall constitute grounds for rescission.

Conditions. The obligation of each Investor to purchase and acquire the Securities hereunder shall be subject to the condition that all representations and warranties and other statements of the Company shall be true and correct as of and on each of the date of this Agreement and the date of the Closing, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The CompanyProspectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to no stop order suspending the effectiveness of the Registration Statement or any such changepart thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission, promptly notify and the Reinsurer of such proposed change and afford Investor shall have received the Reinsurer Prospectus in accordance with the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)federal securities laws. (b) Except as otherwise set forth Prior to the Closing Date, there shall not have occurred any change, or contemplated hereinany development involving a prospective change, including in paragraph (a) abovewhich would constitute a Material Adverse Effect, no changes, amendments or modifications made and that makes it impracticable to market the Securities on or after the Inception Date of the terms and conditions in the manner contemplated in the Prospectus. (c) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the LBL Contracts Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or reasonably be believed to materially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Securities or materially and adversely affect or reasonably be believed to materially and adversely affect the business or operations of the Company. (including to any contract riders or endorsements theretod) The Investor shall be covered hereunder unless made by have received each of the Reinsurer pursuant Transaction Documents, in each case in form and substance satisfactory to the Administrative Services Agreement or made or consented to Investor and duly executed by the Company and in full force and effect. (e) The Investor shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, counsel to the Company, such counsel’s written legal opinion, addressed to the Investor and dated the Closing Date, in form and substance as set forth in Exhibit C. (f) The Shares and the Warrant Shares shall have been authorized for quotation on the Nasdaq Global Market, Inc. (g) The Company shall have sold an aggregate of $18 million of Securities to the Investor and other investors on terms substantially identical to those contained herein, with the prior written approval of the Reinsurer. In the event that any all such changes, amendments or modifications are made or consented closings to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeoccur substantially contemporaneously.

Conditions. The obligations of the parties hereto shall be subject to the satisfaction or waiver in writing of the following conditions between the the date hereof and the Closing: (a) The CompanyAs soon as practicable following the execution and delivery hereof, on its own initiativeMTHC shall cause to be prepared, filed with the United States Securities and Exchange Commission, and circulated to the stockholders of MTHC such Periodic Reports (as defined in the Exchange Agreement) as shall not change be required under applicable securities laws and corporate laws in connection with the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms approval of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder Separation Agreements and the Company transactions contemplated hereby and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified thereby and in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness connection herewith and therewith by a majority of any such change, promptly notify the Reinsurer disinterested stockholders of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)MTHC. (b) The transactions contemplated by the Exchange Agreement shall have been consummated. (c) At or prior to the Closing, MTHC shall enter into a revised financing arrangement with NIR Group and its affiliates in form and substance satisfactory to each of MTHC and iTechexpress. (d) There shall be no amendment in the certificate of incorporation or by-laws (or, in each case, the comparable charter documents, if any, under applicable law) of Newco. (e) There shall be outstanding no option or warrant for any such share, right to subscribe to or purchase any share of capital stock of Newco, or security convertible into, or exchangeable or exercisable for, any such share, otherwise than as contemplated by, or in connection with, this Agreement. (f) No dividend or liquidating or other distribution or stock split shall be authorized, declared, paid, or effected by Newco in respect of the outstanding shares of Newco. Except as otherwise contemplated by the Separation Agreements, there shall have been no direct or indirect redemption, purchase, or other acquisition shall be made by Newco of shares of Newco. (g) Except in the ordinary course of its business, MTHC shall not permit Newco to borrow money, guarantee the borrowing of money, engage in any transaction, or enter into any material agreement other than in connection with the transactions contemplated hereby. For purposes of this Agreement, references to "material", as well as correlative terms (e.g., materially, materiality, etc.), shall be deemed to refer to amounts of US$20,000 or more or effects or consequences of US$20,000 or more. (h) MTHC will conduct the affairs of Newco so that at the Closing, no representation or warranty of MTHC will be inaccurate in any material respect, no covenant or agreement of MTHC will be breached, and no condition in this Agreement will remain unfulfilled by reason of the actions or omissions of MTHC. MTHC will use its best efforts to preserve the business operations of Newco intact, to keep available the services of its present personnel, to preserve in full force and effect the contracts, agreements, instruments, leases, licenses, arrangements, and understandings of MTHC and Newco, and to preserve the good will of its suppliers, customers, and others having business relations with any of them. Until the Closing, MTHC will conduct the its affairs and the affairs of Newco in all respects only in the ordinary course, other than in connection with the matters referenced herein. (i) MTHC will immediately advise the Tudemes in a detailed written notice of any material fact or occurrence or any pending or threatened material occurrence of which it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or the iTechexpress Disclosure Letter, which (if existing and known at any time prior to or at the Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the Closing) would cause a condition to any party's obligations under this Agreement not to be fully satisfied. (j) MTHC shall use its commercially reasonable efforts to insure that all confidential information which MTHC or any of its respective officers, directors, employees, counsel, agents, investment bankers, or accountants may now possess or may hereafter create or obtain relating to the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of Newco, any affiliate thereof, or any customer or supplier thereof or of any such affiliate shall not be published, disclosed, or made accessible by any of them to any other person or entity at any time or used by any of them except in the ordinary course of business and for the benefit of Newco; provided, however, that the restrictions of this sentence shall not apply (i) after this Agreement is terminated, (ii) as may otherwise be required by law, (iii) as may be necessary or appropriate in connection with the enforcement of this Agreement, or (iv) to the extent the information shall have otherwise become publicly available. (k) MTHC shall not make any agreement or reach any understanding not approved in writing by the Tudemes as a condition for obtaining any consent, authorization, approval, order, license, certificate, or permit required for the consummation of the transactions contemplated hereinby this Agreement. (l) David Walters and such other stockholders of iTechexpress prior ▇▇ ▇▇▇ ▇▇▇▇▇▇ctions contemplated by the Exchange Agreement shall have entered into, including in paragraph and delivered to the Tudemes a guarantee and and substance reasonably satisfactory to the Tudemes. (am) above, no changes, amendments or modifications made The Closing shall take place on or after prior to December 16, 2005. Until the Inception Date Closing, MTHC shall currently pay all amounts accruing under the Assumed Tudeme Liabilities and shall take no action which would damage the business, operations, prospects, financial condition, or results of operations of Newco or the operations to held thereby at the Closing. (n) Prior to Closing, the Separation Agreements shall have been approved by the written consent of a majority of the terms disinterested stockholders of MTHC and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval applicable requirements of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.SEC Regulations 14A and 14C.

Conditions. (a) The Company, on its own initiative, shall not change respective obligations of each Initial Purchaser to purchase the terms and conditions Series A Notes under this Agreement are subject to the satisfaction or waiver of any LBL Contract, other than for any changes that are required due to each of the following conditions: (i) changes All the representations and warranties of each Fitzgeralds Entity in Applicable Laweach of the Documents to which it is a party shall be true and correct in all material respects (other than representations and warranties with a materiality qualifier, which shall be true and correct as written) at and as of the Closing Date after giving effect to the Transactions with the same force and effect as if made on and as of such date. On or prior to the Closing Date, each of the Fitzgeralds Entities and, to the knowledge of the Issuer after due inquiry, each other party to the Documents (other than the Initial Purchasers) shall have performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents. (ii) The Offering Circular shall have been printed and copies made available to the terms Initial Purchasers not later than 12:00 noon, New York City time, on the first business day following the date of this Agreement or at such later date and time as the LBL Contracts or Initial Purchasers may approve. (iii) the requirements No injunction, restraining order or order of any nature by a Governmental Entity. If Authority shall have been issued as of the Company’s liability under Closing Date that would prevent or interfere with the consummation of any of the LBL Contracts is changed because Transactions; and no stop order suspending the qualification or exemption from qualification of changes made on any of the Series A Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or after be pending or contemplated. (iv) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Inception Date Closing Date, prevent the consummation of any of the Transactions. No Proceeding shall be pending or threatened other than Proceedings that (A) if adversely determined could not, singly or in the terms and conditions aggregate, adversely affect the issuance or marketability of the LBL Contracts Series A Notes and (including B) could not reasonably be expected to have a Material Adverse Effect. (v) Since the date as of which information is given in the Offering Circular, there shall not have been any contract riders Material Adverse Change. (vi) The Notes shall have received a rating of B- and B3 from Standard & Poor's Corporation and Mood▇'▇ ▇▇▇estors Services, Inc., respectively. (vii) The Initial Purchasers shall have received on the Closing Date (A) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or endorsements thereto) that are required due to accounting officer of the reasons identified in clauses (i)Issuer, on behalf of the Issuer, (iix) or (iii) above, confirming the Reinsurer will share matters set forth in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses paragraphs (i) through (v) of this Section 9(a) and (y) certifying as to such other matters as the Initial Purchasers may reasonably request, (B) a certificate, dated the Closing Date, signed by the Secretary of each Fitzgeralds Entity, certifying such matters as the Initial Purchasers may reasonably request and (C) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Issuer substantially in the form previously approved by the Initial Purchasers. (iiiviii) aboveThe Initial Purchasers shall have received: (1) an opinion (in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers) of Hugh▇▇ ▇▇▇b▇▇▇ & ▇eed ▇▇▇, special counsel to the Company shallIssuer, dated the Closing Date, in the form of Exhibit A hereto; (2) the opinions (in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers), dated the Closing Date, of Schr▇▇▇ ▇▇▇▇▇▇; ▇▇hf, Shaiman & Jaco▇▇, ▇.C.; Eato▇ & ▇ott▇▇▇▇, ▇.A.; Farris, Mathews, Gilm▇▇, ▇▇▇▇▇▇ & ▇ell▇▇, ▇.L.C.; and Snel▇ & ▇ill▇▇▇, ▇▇ each case substantially in the form of the relevant opinions in Exhibit B hereto; (3) reliance letters from each counsel or special counsel to any Fitzgeralds Entity (in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers), dated the Closing Date, permitting the Initial Purchasers to rely on all other opinions rendered by such counsel in connection with the Transactions; and (4) an opinion, dated the Closing Date, of Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇, in form and substance reasonably satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions. (ix) The Initial Purchasers shall have received from Deloitte & Touche LLP with respect to the Issuer and its Subsidiaries (other than 101 Main), and from Ernst & Young LLP with respect to 101 Main, (A) a customary comfort letter, dated the date of the Offering Circular, in form and substance reasonably satisfactory to the Initial Purchasers, with respect to the financial statements and certain financial information contained in the Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, to the extent practicableeffect that they reaffirm the statements made in the letter furnished pursuant to clause (A), except that the specified date referred to shall be a date not more than five days prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Closing Date. (bx) Except as otherwise set forth The Documents shall have been executed and delivered by all parties thereto and the Initial Purchasers shall have received a fully executed original of each Document. (xi) On or contemplated hereinprior to the Closing Date, including the Initial Purchasers shall have received copies of all opinions, certificates, letters and other documents delivered under or in paragraph connection with the Transactions and all other conditions precedent to the Transactions shall have been satisfied or waived. (axii) aboveThe Initial Purchasers shall have received copies of duly executed payoff letters, no changesUCC-3 termination statements, amendments or modifications made on or after mortgage releases and other collateral releases and terminations, each in form and substance satisfactory to the Inception Date Initial Purchasers, which, upon the Closing, shall evidence (1) the repayment of the terms Issuer's 13% Senior Secured Notes due 2002 with Contingent Interest, the Issuer's 13% Priority Secured Notes due 1998, 101 Main's 13% First Mortgage Notes due 2000, and conditions $20.1 million aggregate principal amount of other secured Indebtedness of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by Issuer and the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.Subsidiaries;

Conditions. 7.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) The CompanyMerger shall have been approved and adopted by the requisite vote of the holders of Target Common Stock. 34 41 (b) The Parent Common Stock issuable in the Merger shall have been authorized for listing on the New York Stock Exchange, on its own initiativeupon official notice of issuance. (c) All authorizations, shall not change consents, orders or approvals of, and all expirations of waiting periods imposed by, any Governmental Entity (including without limitation those required to obtain the terms and conditions Regulatory Approvals) (collectively, "CONSENTS") which are necessary for the consummation of any LBL Contract, the Merger (other than for any changes immaterial Consents, the failure to obtain which would not be materially adverse to the business of the Surviving Corporation) shall have been obtained or shall have occurred and shall be in full force and effect at the Effective Time; provided, however, that are required due to none of the preceding Consents shall be deemed obtained if (i) changes it shall have imposed any condition or requirement which would so materially and adversely impact the economic or business benefits to Parent or Target of the transactions contemplated by this Agreement that, had such condition or requirement been known, such party would not, in Applicable Lawits reasonable judgment, have entered into this Agreement or (ii) such Consent causes the terms ownership of Target and the LBL Contracts Target Subsidiaries by Parent, after the Effective Time, to impose on Parent or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of its Subsidiaries (including Target or any Target Subsidiary) any limitations or conditions on the LBL Contracts is changed because of changes made on businesses and activities engaged in by Parent or after the Inception Date any such Subsidiary that would not be applicable in the terms and conditions absence of the LBL Contracts such ownership (including to any contract riders such condition or endorsements thereto) that are required due to the reasons identified limitation described in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses clause (i) or (iiiii) abovebeing referred to herein as a "Burdensome Condition"); provided, however, that none of those conditions and requirements set forth in Section 7.1 of the Company shall, to Target Disclosure Letter hereto shall constitute a Burdensome Condition for any purpose under this Agreement. (d) The Registration Statement shall have become effective in accordance with the extent practicable, prior to provisions of the Securities Act. No stop order suspending the effectiveness of any such change, promptly notify the Reinsurer of such proposed change Registration Statement shall have been issued by the Commission and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)remain in effect. (be) Except as otherwise set forth No temporary restraining order, preliminary or contemplated herein, including permanent injunction or other order by any federal or state court in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date United States which prevents the consummation of the terms Merger shall have been issued and conditions of the LBL Contracts remain in effect. (including f) All applicable waiting periods with respect to any contract riders "Notification and Report Form for Certain Mergers and Acquisitions" filed by Parent, Target or endorsements thereto) shall be covered hereunder unless made by any of their "ultimate parent entities" in compliance with the Reinsurer HSR Act pursuant to the Administrative Services Agreement transactions contemplated hereby shall have passed, or made or consented to by the Company with the prior written approval early termination of such waiting periods shall have been granted. (g) The Net Book Value of Target as of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to Calculation Date shall have been determined in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeaccordance with Section 5.22.

Conditions. The obligations of any Agent, as agent of the Operating Partnership, at any time ("Solicitation Time") to solicit offers to purchase the Securities, the obligation of any Agent to purchase Securities as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other purchaser to purchase Securities shall in each case be subject (l) to the condition that all representations and warranties of the Operating Partnership herein and all statements of officers of the Operating Partnership and its general partners made in any certificate furnished pursuant to the provisions hereof are true and correct (i) in the case of an Agent's obligation to solicit offers to purchase Securities, at and as of such Solicitation Time and (ii) in the case of any Agent's or any other purchaser's obligation to purchase Securities, at and as of the time the Operating Partnership accepts the offer to purchase such Securities and, as the case may be, at and as of the related Time of Delivery or time of purchase; (2) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as the case may be, the Operating Partnership shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder; and (3) to the following additional conditions when and as specified: (a) The CompanyPrior to such Solicitation Time or corresponding Time of Delivery or time of purchase, on its own initiative, shall not change as the terms and conditions of any LBL Contract, other than for any changes that are required due to case may be: (i) changes the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Securities shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall be in Applicable Laweffect and no proceeding for that purpose shall have been commenced or shall be pending before or threatened by the Commission to the knowledge, after due inquiry, of the Operating Partnership; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of such Agent; (ii) the terms there shall not have occurred any downgrading, nor shall any notice have been given of the LBL Contracts (A) downgrading or withdrawal, (B) any intended or potential downgrading or withdrawal or (iiiC) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on surveillance, review or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) possible change that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had does not been made.indicate an

Conditions. (a) The Company, on its own initiative, Lender shall not change the terms and conditions of be obligated to make any LBL Contract, other than for any changes that are required due to loan hereunder unless: (i) changes in Applicable Law, the Note or Equipment Schedule evidencing such loan shall have been duly executed and delivered to Lender; (ii) Borrower shall have executed and delivered to Lender the terms of Equipment Schedule describing the LBL Contracts or Collateral and stating the location thereof; (iii) Lender shall have received evidence that insurance has been obtained in accordance with the requirements provisions hereof; (iv) Lender shall have received any and all third party consents, waivers or releases deemed necessary or desirable in Lender's reasonable judgment in connection with the loan and the Collateral being financed, including without limitation Uniform Commercial Code lien releases and the consent and waiver, in form and substance satisfactory to Lender, of each and every realty owner, landlord and mortgagee holding an interest in or encumbrance on the real property where any of the Collateral is to be located; (v) all filings, recordings and other actions deemed necessary or desirable by Lender in order to establish, protect, preserve and perfect its security interest in the Collateral being financed by such loan as a valid perfected first priority security interest shall have been duly effected, including without limitation the filing of financing statements and the recordation of landlord (owners) and/or mortgagee waivers or disclaimers, all in form and substance satisfactory to Lender, and all fees, taxes and other charges relating to such filings and recordings shall have been paid by Borrower; (vi) the representations and warranties of Borrower hereunder and under the Loan Agreement shall be true and correct in all respects on and as of the date of the making of any Governmental Entity. If advance hereunder with the Company’s liability same effect as if made on and as of such date; (vii) in the sole and good faith judgment of Lender, there shall have been no material adverse change in the financial condition, business, operations, prospects, product development, technology, or business or contractual relations with third parties of Borrower from the date hereof and no change or event shall have occurred which would impair the ability of Borrower to perform its obligations hereunder or under any of the LBL Contracts other Financing Agreements to which it is changed because a party or of changes made on Lender to enforce the Obligations or after realize upon the Inception Date in the terms Collateral; (viii) all documents and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) agreements shall be covered hereunder unless made by the Reinsurer pursuant satisfactory to the Administrative Services Agreement Lender and its attorneys; (ix) Lender shall have received, in form and substance satisfactory to Lender, such other documents as Lender shall require; and (x) no Default, Event of Default, or made circumstance or consented to by the Company facts that would (with the prior written approval giving of notice or the Reinsurer. In the event that any such changes, amendments passage of time or modifications are made both) become a Default or consented to in any LBL Contract by the Company without the prior written approval Event of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeDefault hereunder shall have occurred and be continuing.

Conditions. (I) The obligations of the Company to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Prospectus, as amended or supplemented, in relation to the Shares, shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period described for such filing by the rules and regulations under the Securities Act, and as of the Closing Date and each Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect or shall be pending or, to the knowledge of the Company, threatened by the Commission; and no notice objecting to its use pursuant to Rule 401(g)(2) shall have been issued and no proceeding for such purpose or pursuant to Section 8A of the Securities Act shall have been instituted or threatened. The several obligations of the Underwriters are subject to the following further conditions: (a) The Company, on its own initiative, Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given 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 the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Section 3(a)(62) under the Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in the Underwriters’ judgment, is material and adverse and that makes it, in the Underwriters’ judgment, impracticable to market the Shares on the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share manner contemplated in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness Time of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Sale Prospectus. (b) Except as otherwise The Underwriters 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 Section 5(I)(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or contemplated hereinsatisfied hereunder on or before the Closing Date. Any officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date an opinion, including an opinion with regard to the Company’s qualification and taxation as a REIT, and a negative assurance letter of Cravath, Swaine & ▇▇▇▇▇ LLP, outside counsel for the Company, each dated the Closing Date, in paragraph form and substance reasonably acceptable to the Underwriters. (ad) aboveThe Underwriters shall have received on the Closing Date an opinion of Skadden, no changesArps, amendments Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, tax counsel for the Company, with regard to the Company’s qualification and taxation as a REIT, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of the General Counsel or modifications made Associate General Counsel to the Company, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and a negative assurance letter of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, each dated the Closing Date, in form and substance reasonably acceptable to the Underwriters. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from PricewaterhouseCoopers LLP, 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 the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than three business days prior to the Closing Date. (h) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants to Target, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the consolidated financial statements of Target as of and for the year ended December 31, 2016 contained in the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than three business days prior to the Closing Date. (i) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and the officers and directors of the Company listed in Exhibit B hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or after before the Inception Date date hereof, shall be in full force and effect on the Closing Date. (j) The Underwriters shall have received, on each of the terms date hereof and conditions the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Senior Vice President and Chief Financial Officer of the LBL Contracts Company, substantially in the form of Exhibit C hereto. (including k) The Shares shall have been approved for listing on the New York Stock Exchange (“NYSE”), subject only to any contract riders official notice of issuance. (l) On or endorsements theretoprior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request. (m) The representations and warranties of the Company contained herein shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval true and correct on and as of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeClosing Date.

Conditions. Section 7.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) The Company, on its own initiative, Company Requisite Vote shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)have been obtained. (b) Except as otherwise set forth The waiting period applicable to the consummation of the Merger shall have expired or contemplated hereinbeen terminated under the HSR Act. (c) None of the parties hereto shall be subject to any decree, including order or injunction of a court of competent jurisdiction, U.S. or foreign, which prohibits the consummation of the Merger; and no statute, rule or regulation shall have been enacted by any governmental authority of competent jurisdiction which prohibits or makes unlawful the consummation of the Merger. (d) The Registration Statement shall have become effective and no stop order with respect thereto shall be in paragraph effect and no proceedings for that purpose shall have been commenced or threatened by the SEC. (e) The Parent Common Shares to be issued pursuant to the Merger shall have been authorized for listing on the New York Stock Exchange, subject to official notice of issuance. Section 7.2 Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment or waiver by the Company at or prior to the Closing Date of the following conditions: (a) above, no changes, amendments or modifications made (i) Parent shall have performed in all material respects its covenants and agreements contained in this Agreement required to be performed on or after prior to the Inception Closing Date and (ii) the representations and warranties of Parent and Sub contained in this Agreement and in any document delivered in connection herewith (A) to the extent qualified by Parent Material Adverse Effect or any other materiality qualification shall be true and correct and (B) to the extent not qualified by Parent Material Adverse Effect or any other materiality qualification shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date) ; provided that the condition set forth in clause (ii) shall be deemed to have been satisfied unless such breaches of representations and warranties (without regard to Parent Material Adverse Effect or any other materiality qualification or threshold), individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect; and the Company shall have received a certificate of Parent, executed on its behalf by its President or a Senior Vice President of Parent, dated the Closing Date, certifying to such effect. (b) The Company shall have received the opinion of Crowe & ▇▇▇▇evy, ▇▇▇▇▇el to the Company, in form and substance reasonably satisfactory to the Company, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, a copy of which shall be furnished to Parent, to the effect that (i) the Merger will qualify for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and Parent, Sub and the Company will be "parties" to a reorganization within the meaning of Section 368(b) of the Code, (ii) no gain or loss will be recognized by the Company in connection with the Merger and (iii) a shareholder of the Company that is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and that receives both (A) Parent Common Shares and (B) cash in the Merger in exchange for Company Shares will recognize realized gain only to the extent of the lesser of such realized gain or the cash received in the exchange (but will not recognize any loss). In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of the Company, Sub and Parent as to such matters as such counsel may reasonably request. Section 7.3 Conditions to Obligation of Parent to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment or waiver by Parent at or prior to the Closing Date of the terms following conditions: (i) The Company shall have performed in all material respects its covenants and conditions agreements contained in this Agreement required to be performed on or prior to the Closing Date and (ii) the representations and warranties of the LBL Contracts Company contained in this Agreement and in any document delivered in connection herewith (including A) to the extent qualified by Company Material Adverse Effect or any contract riders other materiality qualification shall be true and correct and (B) to the extent not qualified by Company Material Adverse Effect or endorsements theretoany other materiality qualification shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date); provided that the condition set forth in clause (ii) shall be covered hereunder deemed to have been satisfied unless made such breaches of representations and warranties (without regard to Company Material Adverse Effect or any other materiality qualification or threshold), individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect; and Parent shall have received a certificate of the Company, executed on its behalf by its President or a Vice President of the Reinsurer pursuant Company, dated the Closing Date, certifying to such effect. (b) Parent shall have received the opinion of McGuireWoods LLP, counsel to Parent, in form and substance reasonably satisfactory to Parent, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, a copy of which will be furnished to the Administrative Services Agreement or made or consented Company, to by the effect that (i) the Merger will qualify for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and Parent, Sub and the Company will be "parties" to a reorganization within the meaning of Section 368(b) of the Code and (ii) no gain or loss will be recognized in connection with the prior written approval Merger by any corporation which is a party to the reorganization. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of the Reinsurer. In the event that any Company, Sub and Parent as to such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under matters as such LBL Contract as if the non-approved changes, amendments or modifications had not been madecounsel may reasonably request.

Conditions. (This policy any endorsement hereon and the schedule shall be read together as one contract and any word or expression to which a specific meaning has been attached in any part of this policy or of the schedule shall bear such specific meaning wherever it may appear. 1. The Insured shall take all reasonable precautions to prevent or minimize injury, illness, loss or damage which may give rise to a claim under this policy. 2. In the event of any incident or circumstance which may give rise to a claim for indemnity under this policy, the Insured shall give immediate notice in writing to the Insurer. Such notice having been given not later than 30 days after expiry of the policy period, any claim to which that incident or circumstance has given rise, which may be made within 36 months after the expiry of the period specified in the schedule, shall be deemed for the purpose of this policy to have been made during the existence hereof. 3. The Insured shall not admit liability or settle or make or promise any payment in respect of any claim which may be the subject of indemnity hereunder, or incur any costs or expenses in connection therewith, without the written consent of the Insurer which shall be entitled to take over and conduct in the name of the Insured the defence and/or settlement of any such claim, for which purpose the Insured shall give all the information and assistance that the Insurer may reasonably require. The Insurer will not settle any claim without the consent of the Insured. If, however, the Insured refuses to consent to any settlement recommended by the Insurer and shall elect to contest or continue any legal proceedings, then the liability of the Insurer shall not exceed the amount for which the claim could have been so settled plus the costs and expenses incurred with its consent up to the date of such refusal. 4. The Insurer may pay to the Insured the maximum sum payable under this policy in respect of any occurrence or any lesser sum for which the claim or claims arising from such occurrence can be settled and the Insurer shall not be under any further liability in respect of that occurrence except for the payment of costs and expenses of litigation incurred prior to such payment. 5. If at the time of any occurrence or claim there is or but for the existence of this policy would be any other policy of indemnity or insurance in favour of or effected by or on behalf of the Insured applicable to such occurrence or claim the Insurer shall not be liable under this policy to indemnify the Insured in respect of such occurrence or claim except as far as concerns any excess beyond the amount which would be payable under such other indemnity or insurance had this policy not been effected. 6. Where a retroactive date is specified in the schedule, this insurance does not apply to claims made against the Insured by reason of any negligent act, error or omission committed, occurred or alleged to have been committed or occurence prior to the said retroactive date. 7. The Insured shall at all times a) The Companymaintain accurate descriptive records of all professional services which shall be available for inspection and use by the Insurer or its duly appointed representatives insofar as they pertain to any claim hereunder, b) give to the Insurer or its duly appointed representatives such information, on assistance and signed statements as the Insurer may require, and c) assist in the defence of any claim at its own initiativeexpense; 8. The due observance and fulfilment of the terms, shall not change the terms provisions and conditions so far as they relate to anything to be done or complied with by the Insured and the truth of the statements in the proposal made by him (which shall be the basis of this contract and held to be incorporated herein) shall be conditions precedent to any liability of the Insurer. 9. In the event of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) dispute arising between the terms Insured and the Insurer this insurance shall be governed by the law of the LBL Contracts or (iii) country specified in the requirements schedule whose courts shall be the only ones having jurisdiction in any dispute arising hereunder. 10. It is hereby agreed that if any payment is made under this insurance in respect of any Governmental Entitya claim, the Insurer is thereupon subrogated to all the Insured's rights of recovery on relation thereto. 11. If the Company’s liability Insured makes any claim knowing the same to be fraudulent or false, as regards the amount or otherwise, this insurance shall become void and all claims thereunder shall be forfeited. 12. This insurance shall not apply in connection with any insurance and shall only pay losses if and so far as they are not recoverable under any other insurance. 13. The indemnity provided by this policy is restricted to apply in respect of a) compensation resulting from judgement rendered by or obtained from a court of competent jurisdiction in the territory stated in the schedule b) charges, expenses and legal costs incurred and recoverable in the territory stated in the schedule. 14. In the absence of a local legal regulations regarding the cancellation this insurance may be cancelled by the Insured at any time by written notice to the Insurer. This insurance may also be cancelled by or on behalf of the LBL Contracts is changed because of changes made on Insurer by registered, certified or after other first class mail to the Inception Date Insured's address as shown in the terms schedule, containing written notice about when, not less than 30 days thereafter, the cancellation shall be effective. The mailing of such notice as aforesaid shall be sufficient proof of notice and conditions this insurance shall terminate at the date and hour specified in such notice. 15. If this insurance is cancelled by the Insured, the Insurer shall refund the customary short rate proportion of the LBL Contracts (including to any contract riders premium hereon. If this insurance is cancelled by, or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) aboveon behalf of, the Reinsurer will share in Insurer for any reason other than non-payment of the change proportionately to premium or any breach of contract by the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) aboveInsured, the Company shall, to Insurer shall refund the extent practicable, prior pro rata proportion of the premium hereon. 16. Payment or tender of any unearned premium by the Insurer shall not be a condition precedent to the effectiveness of any cancellation but such change, promptly notify payment shall be made as soon as practicable. 17. If the Reinsurer period of such proposed change and afford the Reinsurer the opportunity, limitation relating to the extent practicablegiving of notice is prohibited or made void by any law or statutory provision, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) period shall be covered hereunder unless made by the Reinsurer pursuant deemed to be amended so as to be equal to the Administrative Services Agreement minimum period of notice permitted by such law or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madestatutory provision.

Conditions. The obligation of the Investor to purchase and acquire the Shares hereunder shall be subject to the condition that all representations and warranties and other statements of the Company shall be true and correct as of and on each of the date of this Agreement and the Closing Date, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The CompanyProspectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to no stop order suspending the effectiveness of the Registration Statement or any such changepart thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission, promptly notify and the Reinsurer of such proposed change and afford Investor shall have received the Reinsurer Prospectus in accordance with the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)federal securities laws. (b) Except as otherwise set forth Prior to the Closing Date, there shall not have occurred any change, or contemplated hereinany development involving a prospective change, including in paragraph (a) abovewhich would constitute a Material Adverse Effect, no changes, amendments or modifications made and that makes it impracticable to market the Shares on or after the Inception Date of the terms and conditions in the manner contemplated in the Prospectus. (c) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the LBL Contracts Closing Date, prevent the issuance or sale of the Shares or materially and adversely affect or reasonably be believed to materially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Shares or materially and adversely affect or reasonably be believed to materially and adversely affect the business or operations of the Company. (including to any contract riders or endorsements theretod) The Investor shall be covered hereunder unless made by the Reinsurer pursuant have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, counsel to the Administrative Services Agreement or made or consented Company, such counsel’s written opinion, addressed to by the Company with Investor and dated the prior written approval of Closing Date, in form and substance as set forth in Exhibit B. (e) The Shares shall have been authorized for quotation on the Reinsurer. In the event that any such changesNASDAQ Global Market, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.Inc.

Conditions. (a) This Agreement is subject to the following conditions: Title: The Companytitle to the Land shall be good and free from encumbrances except the Vendor’s lien as provided herein, on its own initiativeif any, shall not change the terms and conditions of any LBL Contract, other than except for any changes Subdivision and other Municipal and Regional Agreements (the “Subdivision Agreements”), any Agreements with Veridian Connections Inc., building or other restrictions and covenants that are required due run with the Land, any easements, licences or rights-of-way granted or to (i) changes be granted for the installation and/or maintenance of services, utilities and television transmission systems, if applicable, and any easements or rights-of-way granted or to be granted in Applicable Law, (ii) the terms of the LBL Contracts or (iii) accordance with the requirements of the municipality or any Governmental Entityother applicable authority or the Vendor, all of which the Purchaser shall accept. Title to the Land shall also be subject to the right of the Vendor and where applicable the Town of Ajax or the Region of Durham (the “Municipality”) to enter, make inspections and perform all things necessary to the completion of construction for the Land and adjoining properties, the performance of subdivision works and the correction of any work including grading and drainage and to easements for maintenance and/or access and encroachments for adjoining properties. If the Company’s liability under any of the LBL Contracts is changed because of changes made on foregoing easements, restrictions or rights are required to be created after the Inception Closing Date of this transaction, the Purchaser shall execute any documents required in connection therewith. The Purchaser shall satisfy himself or herself as to compliance with such matters. The Purchaser is not to call for the production of any title documents not in the terms and conditions of the LBL Contracts (including Vendor’s possession or under its control. The Purchaser is to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, be allowed until a date which is 30 days prior to the effectiveness of Closing Date specified in (Section) 3 hereof to examine title at the Purchaser’s expense, and if within that time that Purchaser shall furnish the Vendor in writing with any such change, promptly notify valid objections to title which the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) Vendor shall be covered hereunder unless made by unwilling or unable to remove and which the Reinsurer pursuant Purchaser will not waive promptly when requested to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurerdo so, this Agreement will cover Reinsured Risks incurred by shall, notwithstanding any intermediate acts or negotiations, terminate and the Company under Deposit shall be returned to the Purchaser without interest or deduction and the Vendor shall not be liable for any damages or costs whatsoever. Except as to any valid objection so made within such LBL Contract as if time the non-approved changes, amendments or modifications had not been madePurchaser shall be conclusively deemed to have accepted the title of the Vendor to the Land.

Conditions. The obligations of the Underwriter to purchase the Notes under this Agreement are subject to the satisfaction of each of the following conditions or waiver thereof by the Underwriter: (a) The Company, on its own initiative, shall not change All the terms representations and conditions warranties of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and its Subsidiaries contained in this Agreement and in each of the Reinsurer will make all appropriate adjustments to amounts due each other under this AgreementDocuments shall be true and correct as of the date hereof and at the Closing Date. With respect to any change required due On or prior to the reasons identified in clauses (i) or (iii) aboveClosing Date, the Company shall, and each other party to the extent practicableDocuments (other than the Underwriter) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, prior complied with or satisfied pursuant to the effectiveness of any Documents (other than conditions to be satisfied by such changeother parties, promptly notify which the Reinsurer of such proposed change and afford failure to so satisfy would not, individually or in the Reinsurer the opportunityaggregate, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informalhave a Material Adverse Effect). (b) Except The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b) under the Act; all filings (including, without limitation, the final term sheet prepared pursuant to Section 5(a) hereof) required by Rule 433 under the Act shall have been made, and no such filings shall have been made without the consent of the Underwriter (which consent shall not have been unreasonably withheld); and no stop order or notice suspending the effectiveness of or preventing the use of the Registration Statement or preventing or suspending the use of the Final Prospectus of any Issuer Free Writing Prospectus shall have been issued, and no proceedings or examination for such purpose shall have been instituted or threatened. Any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus shall have been complied with. No other injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as otherwise set forth of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents, including the issuance of any stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction, and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after due inquiry, be pending or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date as of the terms Closing Date. (c) No action shall have been taken and conditions no Applicable Law shall have been enacted, adopted or issued that would, as of the LBL Contracts (including to Closing Date, prevent the consummation of the Offering or any contract riders or endorsements thereto) of the transactions contemplated under the Documents. No Proceeding shall be covered hereunder unless made by the Reinsurer pursuant pending or, to the Administrative Services Agreement or made or consented to by knowledge of the Company with after due inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in the prior written approval aggregate, adversely affect the issuance or marketability of the Reinsurer. In the event that any such changesNotes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.and

Conditions. 5.01 Conditions to Each Party's Obligations to Effect the Transactions Contemplated Hereby. The respective obligations of each party hereto to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of each of the following conditions: (a) The CompanyNo statute, on its own initiativerule, regulation, executive order, decree, injunction or restraining order shall not change the terms and conditions have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or governmental authority, nor shall any LBL Contractaction or proceeding brought by any governmental authority or agency, other than for any changes that are required due to be pending, which (i) changes in Applicable Lawprevents, restricts or delays or seeks to prevent, restrict or delay the consummation of the transactions contemplated by this Agreement or (ii) seeks a material amount of monetary damages in connection with the terms consummation of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under transactions contemplated by this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except The other parties hereto shall have performed and complied in all material respects with all agreements, obligations, conditions and covenants contained in the Purchase Agreement dated ________, 1998, among the Company, Sellers and the Buyer (the "Purchase Agreement") required to be performed and complied with by them at or prior to the Closing and all representations and warranties of such other parties contained in the Purchase Agreement shall be true and correct in all material respects as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions Closing Date. (c) No actions or proceedings which have a material likelihood of success shall have been instituted or threatened by any governmental body or authority to restrain or prohibit any of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurertransactions contemplated hereby. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non53 - 283 -approved changes, amendments or modifications had not been made.

Conditions. (I) The obligations of the Company to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Prospectus, as amended or supplemented, in relation to the Shares, shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period described for such filing by the rules and regulations under the Securities Act; as of the Closing Date and each Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect or shall be pending or, to the knowledge of the Company, threatened by the Commission. The several obligations of the Underwriters are subject to the following further conditions: (a) The Company, on its own initiative, Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given 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 the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Section 3(a)(62) under the Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share manner contemplated in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness Time of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Sale Prospectus. (b) Except as otherwise The Underwriters 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 Section 5(I)(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or contemplated hereinsatisfied hereunder on or before the Closing Date. Any officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date an opinion of Cravath, including Swaine & ▇▇▇▇▇ LLP, outside counsel for the Company, dated the Closing Date, in paragraph form and substance reasonably acceptable to the Underwriters. (d) The Underwriters shall have received on the Closing Date an opinion of E. ▇▇▇▇▇ ▇▇▇▇, general counsel to the Company, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters. (f) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from each of KPMG LLP and PricewaterhouseCoopers LLP, 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 the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and the officers and directors of the Company listed in Exhibit B hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (h) The Shares shall have been approved for listing on the New York Stock Exchange (“NYSE”), subject only to official notice of issuance. (i) On or prior to the Closing Date, the Company shall have furnished to the Managers such further certificates and documents as the Managers may reasonably request. (j) The representations and warranties of the Company contained herein shall be true and correct on and as of the Closing Date. (II) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following: (a) abovea certificate, no changes, amendments or modifications made on or after dated the Inception Option Closing Date and signed by an executive officer of the terms Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(I)(b) hereof remains true and conditions correct as of such Option Closing Date; (b) an opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(I)(c) hereof; (c) an opinion of E. ▇▇▇▇▇ ▇▇▇▇, general counsel to the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(I)(d) hereof; (d) an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(I)(e) hereof; (e) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from each of KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(I)(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; (f) such other documents as you may reasonably request with respect to the good standing of the LBL Contracts Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares; and (including to any contract riders or endorsements theretog) The representations and warranties of the Company contained herein shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval true and correct on and as of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeOption Closing Date.

Conditions. The obligations of the Underwriter to purchase the Shares and Warrants under this Agreement are subject to the satisfaction of each of the following conditions or waiver thereof by the Underwriter: (a) The Company, on its own initiative, shall not change All the terms representations and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms warranties of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any Company contained in this Agreement shall be true and correct in all material respects as of the LBL Contracts is changed because of changes made on date hereof and at the Closing Date. On or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due prior to the reasons identified in clauses (i)Closing Date, (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect party hereto (other than the Underwriter) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to any change required due be performed, complied with or satisfied hereunder (other than conditions to be satisfied by such other parties, which the reasons identified failure to so satisfy would not, individually or in clauses (i) or (iii) abovethe aggregate, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informalhave a Material Adverse Effect). (b) The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b) under the Act; all filings required by Rule 433 under the Act shall have been made, and no such filings shall have been made without the consent of the Underwriter (which consent shall not have been unreasonably withheld); and no stop order or notice suspending the effectiveness of or preventing the use of the Registration Statement or preventing or suspending the use of the Final Prospectus of any Issuer Free Writing Prospectus shall have been issued, and no proceedings or examination for such purpose shall have been instituted or threatened. Any request of the Commission for inclusion of additional information in the Registration Statement shall have been complied with. No other injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated hereunder, including the issuance of any stop order suspending the qualification or exemption from qualification of any of the Shares or Warrants in any jurisdiction, and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after due inquiry, be pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated hereunder. No Proceeding shall be pending or, to the knowledge of the Company after due inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Shares or Warrants, and (B) would not, individually or in the aggregate, have a Material Adverse Effect, except as disclosed in the Registration Statement and the Final Prospectus. (d) Except as otherwise set forth may be disclosed in the Registration Statement, subsequent to the respective dates as of which information is given in the Registration Statement (exclusive of any amendment thereof after the date hereof), the Final Prospectus (exclusive of any supplement thereto), or contemplated hereinany Issuer Free Writing Prospectus (exclusive of any supplement thereto), including in paragraph there shall not have been any material adverse change having a Material Adverse Effect. (e) The Underwriter shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company, to the effect that (a) abovethe representations and warranties set forth in Section 4 hereof, are true and correct in all material respects, as of the date hereof and at the Closing Date, (b) the Company and each other party hereunder (other than the Underwriter) have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied hereunder (other than conditions to be satisfied by such other parties, which failure to satisfy would not, individually or in the aggregate, have a Material Adverse Effect), (c) at the Closing Date or since the date of the most recent financial statements in or incorporated by reference into the Registration Statement and the Final Prospectus (exclusive of any amendment or supplement thereto after the date hereof), other than as disclosed in or incorporated by reference into the Registration Statement and the Final Prospectus or contemplated hereby, no changesevent or events have occurred, amendments no information has become known nor does any condition exist that, individually or modifications made on in the aggregate, would have a Material Adverse Effect, (d) since the date of the most recent financial statements in or incorporated by reference into the Registration Statement and the Final Prospectus (exclusive of any amendment or supplement thereto after the Inception Date Applicable Time), other than as disclosed in or incorporated by reference into the Registration Statement and the Final Prospectus or contemplated hereby, the Company has not incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are materially adverse to the Company, taken as a whole, or entered into any transactions not in the ordinary course of business that are materially adverse to the business, financial condition or results of operations of the terms Company, taken as a whole, and conditions there has not been any change in the Capital Stock or long-term indebtedness of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer Company other than pursuant to the Administrative Services Agreement terms of outstanding debt and equity securities that is materially adverse to the business, financial condition or made results of operations of the Company, taken as a whole, (e) the Commission has not notified the Company of any objection to the use of the form of the Registration Statement or consented any post-effective amendment thereto, no stop order or notice suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Final Prospectus or any Issuer Free Writing Prospectus has been issued, and no proceedings or examinations for that purpose have been instituted or, to the knowledge of such officers, threatened; and (f) the sale of the Shares and the Warrants has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, executed by the Company Secretary of the Company, certifying such matters as the Underwriter may reasonably request. (iii) the opinion of Ropes & ▇▇▇▇ LLP, counsel to the Company, dated the Closing Date, in form reasonably satisfactory to the Underwriter covering such matters as are customarily covered in such opinions. (iv) an opinion, dated the Closing Date, of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel to the Underwriter, in form satisfactory to the Underwriter covering such matters as are customarily covered in such opinions. (v) the Underwriter’s Warrant. (vi) the Underwriter’s Warrant to Acquire Warrants. (f) The Underwriter shall have received from PricewaterhouseCoopers LLP, independent auditors, with respect to the Company, (i) a customary comfort letter, as of the Applicable Time, in form and substance reasonably satisfactory to the Underwriter and PricewaterhouseCoopers LLP, with respect to the financial statements and certain financial information contained in the or incorporated by reference into the Registration Statement and the Final Prospectus, and (ii) a customary “bring down” comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriter and PricewaterhouseCoopers LLP, to the effect that PricewaterhouseCoopers LLP reaffirms the statements made in its letter furnished pursuant to clause (i) above. (g) This Agreement shall have been executed and delivered by all parties thereto, and the Underwriter shall have received a fully executed original of this Agreement. (h) The Underwriter shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the prior written approval Offering or any transaction contemplated hereunder. (i) The Underwriter shall have received the Registration Statement and the Final Prospectus. (j) The Warrants shall have been listed for trading on the NASDAQ National Market. The obligation of the Reinsurer. In Underwriter to purchase Additional Shares and Additional Warrants hereunder is subject to the event that any delivery to you on the applicable Option Closing Date of such changes, amendments or modifications are made or consented documents as you may reasonably request with respect to in any LBL Contract by the Company without the prior written approval good standing of the ReinsurerCompany, this Agreement will cover Reinsured Risks incurred by the Company under due authorization and issuance of the Additional Shares and Additional Warrants to be sold on such LBL Contract as if Option Closing Date and other matters related to the non-approved changesissuance of such Additional Shares and Additional Warrants, amendments or modifications had not been madeincluding without limitation an opinion of Ropes & ▇▇▇▇ LLP, counsel to the Company, dated each Option Closing Date, in form reasonably satisfactory to the Underwriter and a customary “bring down” comfort letter, dated each Option Closing Date, in form and substance reasonably satisfactory to the Underwriter and PricewaterhouseCoopers LLP, to the effect that PricewaterhouseCoopers LLP reaffirms the statements made in its letters furnished pursuant to (f) above.

Conditions. The obligations of the Initial Purchaser to purchase the Notes under this Agreement are subject to the satisfaction of each of the following conditions or waiver thereof by the Initial Purchaser: (a) The Company, on its own initiative, shall not change All the terms representations and conditions warranties of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and its Subsidiaries contained in this Agreement and in each of the Reinsurer will make all appropriate adjustments to amounts due each other under this AgreementDocuments and the Perfection Certificate, dated the date hereof, of the Company shall be true and correct as of the date hereof and at the Closing Date. With respect to any change required due On or prior to the reasons identified in clauses (i) or (iii) aboveClosing Date, the Company shall, and each other party to the extent practicableDocuments (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, prior complied with or satisfied pursuant to the effectiveness of any Documents (other than conditions to be satisfied by such changeother parties, promptly notify which the Reinsurer of such proposed change and afford failure to so satisfy would not, individually or in the Reinsurer the opportunityaggregate, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informalhave a Material Adverse Effect). (b) Except No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as otherwise set forth of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company, be pending or contemplated hereinas of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, including adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company, threatened other than Proceedings that (A) if adversely determined would not, individually or in paragraph the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Final Offering Circular, there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL market. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed on behalf of the Company by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company, to the effect that (a) abovethe representations and warranties set forth in Section 4 hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, (b) the Company has complied with all Documents and satisfied all conditions in all material respects on its part to be performed or satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof) no event or events have occurred, no changesinformation has become known to the Company nor does any condition exist that, amendments individually or modifications made on in the aggregate, would have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the Inception Date date hereof), other than as described in the Final Offering Circular or contemplated hereby or thereby, neither the Company nor any Subsidiary of the terms Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and conditions its Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the LBL Contracts Company and its Subsidiaries, taken as a whole, and there has not been any change in the Capital Stock or long-term Indebtedness of the Company or any Subsidiary of the Company that is material to the business, condition (including financial or otherwise) or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently); (ii) a certificate, dated the Closing Date, executed on behalf of the Company by the Secretary of the Company, certifying such matters as the Initial Purchaser may reasonably request; (iii) a certificate of solvency, dated the Closing Date, executed on behalf of the Company by the principal financial or accounting officer of the Company substantially in the form previously approved by the Initial Purchaser; (iv) the opinion of Golenbock Eiseman Assor Bell & Peskoe LLP, special New York counsel ▇▇ ▇▇▇ ▇▇▇▇▇n▇, ▇ate▇ ▇▇▇ Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser; and (v) the opinion of Mayer, Brown, Rowe & Maw LLP, special New York counsel to the Initial P▇▇▇▇aser, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (h) The Initial Purchaser shall have received from PricewaterhouseCoopers LLP, independent auditors, with respect to the Company, (A) a customary comfort letter, dated the date of the Final Offering Circular, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary "bring down" comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that PricewaterhouseCoopers LLP reaffirms the statements made in its letter furnished pursuant to clause (A) above. (i) Each of the Documents shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each Document. (j) The Initial Purchaser shall have received copies in form and substance reasonably satisfactory to it of all opinions, certificates, letters and other documents delivered or required to be delivered under or in connection with the Offering or any transaction contemplated in the Documents. (k) The Initial Purchaser shall have received the Final Offering Circular, and the terms of each Document shall conform in all material respects to the description thereof in the Final Offering Circular. (l) None of the parties to any contract riders or endorsements thereto) of the Documents shall be covered hereunder unless made in breach or default of any of their respective obligations in any material respect. (m) On the Closing Date, the Company shall have paid or caused to have been paid in cash the fees and expenses of Mayer, Brown, Rowe & Maw LLP, special New York counsel to the Initial Purcha▇▇▇. (n) The Collateral Agent shall have received for the benefit of the Secured Parties: (i) certificates (in the case of Capital Securities (as defined in the Security Agreement)) evidencing all of the issued and outstanding Capital Securities of each direct Subsidiary of the Company, which certificates, in each case, shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities (in the case of Capital Securities that are securities (as defined in Section 8-102(a)(15) of the New York UCC)) are uncertificated Capital Securities, confirmation and evidence satisfactory to the Collateral Agent that the security interest therein has been transferred to and perfected by the Reinsurer Collateral Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the New York UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (ii) the Financing Statement naming the Company as debtor and the Collateral Agent as secured party in appropriate form for filing in the Filing Office opposite the name of the Company on Schedule II attached hereto; (iii) copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (other than Permitted Liens) in any collateral previously granted to any Person; (iv) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any assets of the Company (other than any Uniform Commercial Code financing statement evidencing a Permitted Lien)); and (v) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent. (o) The Initial Purchaser shall be satisfied that (i) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties, in the Collateral is a valid and enforceable Lien (subject in priority only to Specified Permitted Liens); and (ii) no Lien exists on any of the Collateral other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, or Permitted Liens. (p) The Company shall have deposited into the Administrative Services Agreement or made or consented to by the Company Escrow Account sufficient cash which, together with the prior written approval gross proceeds to be received from the Offering, would yield the Escrow Redemption Price, plus accrued but unpaid interest to, but excluding, the Escrow Redemption Date (both as defined in the Offering Circular) for all of the Reinsurer. In Notes and shall have provided to the event that any such changes, amendments or modifications are made or consented Initial Purchaser evidence thereof reasonably satisfactory to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeInitial Purchaser.

Conditions. The obligation of the Investor to purchase the Units at the Closing is subject to the following conditions: (a) The Company, on its own initiative, shall not change the terms representations and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms warranties of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any Company contained herein shall be true and correct in all material respects on and as of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Closing Date. (b) Except There shall be no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, nor any statute, rule, regulation or order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining the sale or purchase of the Units. (c) At the Closing, the Investor shall be reasonably satisfied that: The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of its incorporation and is duly qualified to do business and is in good standing in all jurisdictions in which the failure to so qualify would have a material adverse effect on the business of the Company. To the best knowledge of the Company, no consent, authorization or order of, and no filing with, any court, government agency or other body is required for the issuance of the Unit Notes or for the issuance by the Company of the underlying Shares or such Unit Note, or otherwise in accordance with the terms of the Agreement, the Unit Note, except for compliance with any applicable federal and/or state securities laws. This Agreement and the Exhibits hereto have each been duly and validly authorized, executed and delivered by the Company. The Unit Note and the Shares have been duly authorized and are, upon the exercise of and payment therefor, validly issued, fully paid and non-assessable; all corporate action required to be taken for the authorization, issue and sale of such securities has been duly and validly taken; to the best knowledge of the Company, the Unit Note, and the Shares are not and will not be subject to the preemptive rights of any stockholder of the Company. The authorized capital stock of the Company and the outstanding Securities of the Company are as set forth in the Disclosure Documents. There are no other securities issued and outstanding, or if such securities do exist, that such securities have been duly authorized and are non-assessable; all issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable. To the best knowledge of the Company other than as set forth in the Disclosure Documents, the holders thereof have no rights of rescission with respect thereto. To the best knowledge of the Company, except for transactions contemplated by the Subscription Agreement, and the Unit Note, and except as otherwise set forth described in the Subscription Agreement, the Schedules and other documents delivered in connection therewith, there are (A) no voting trusts or contemplated hereinagreements among, including in paragraph (a) aboveor irrevocable proxies executed by, no changes, amendments or modifications made on or after the Inception Date stockholders of the terms and conditions Company, (B) no existing rights of stockholders to require the Company to register any securities of the LBL Contracts (including Company or to participate with the Company in any contract riders or endorsements thereto) shall be covered hereunder unless made registration by the Reinsurer pursuant Company of its securities, and (C) no outstanding warrants, options or rights to subscribe for or purchase any capital stock or other securities from the Administrative Services Company . To the best knowledge of the Company, other than as disclosed in the Disclosure Documents, there is no litigation or government proceeding pending against, or involving the properties or business of the Company which might materially and adversely affect the value or the operation of the properties or the business of the Company. Neither the execution and delivery of this Agreement nor the Exhibits hereto, nor the issue and sale of the Unit Note, or made or consented to the Shares nor the consummation of any of the transactions contemplated therein, nor the compliance by the Company with the prior written approval terms and provisions thereof, has conflicted with or will conflict with, or has resulted in or will result in any violation of the Reinsurer. In provisions of the event that Certificate of Incorporation or the Bylaws of the Company, or, to the best knowledge of the Company, constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any material property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, loan or credit agreement known to the Company, or any other agreement or instrument evidencing an obligation for borrowed money known to the Company or any other material agreement or instrument known to the Company, to which the Company is a party or by which the Company may be bound, the violation of which would have a material adverse effect on the Company, other than as described in the Disclosure Documents. (d) On or prior to the Closing Date, the Investor shall have been furnished such changesdocuments, amendments certificates and opinions as they may reasonably require for the purpose of enabling them to review or modifications are made pass upon the matters set forth herein, or consented in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. (e) Prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in any LBL Contract the condition, prospects or the business activities, financial or otherwise, of the Company as a whole, from the latest dates as of which such condition is set forth in this Subscription Agreement and the Disclosure Documents; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company without from the prior written approval latest date as of which the financial condition of the Reinsurer, Company is set forth in this Subscription Agreement will cover Reinsured Risks incurred by and the Disclosure Documents which is material to the company and which has not been disclosed to the Investors in writing; (iii) the Company shall not be in default in any material respect under such LBL Contract as if any provision of any instrument relating to any outstanding indebtedness; (iv) no material amount of the non-approved changesassets of the Company shall have been pledged or mortgaged; and (v) no action, amendments suit or modifications had not proceeding, at law or in equity, shall have been madepending or threatened against the Company or affecting any of its respective properties or businesses before or by any court of federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding could materially adversely affect the business, operations, prospects or financial condition or income of the Company.

Conditions. 2.1 Completion shall be conditional upon: 2.1.1 the German Federal Cartel office having cleared the purchase of the Shares or the relevant statutory waiting periods having expired (a) The Company, on its own initiative, the filing for which shall not change be made within two business days from the terms and conditions date of this Agreement); 2.1.2 there having been no material unremedied breach of any LBL Contractof the provisions of Clauses 6.1 and 6.2; 2.1.3 there having been no event not Disclosed in the Disclosure Letter of even date or the disclosure or discovery of any existing fact or circumstance between the date hereof and the Completion Date which has not been remedied that would be (or could be reasonably expected to be ) adverse to the business, other than assets, condition, operating results, or operations of the Company (including the Subsidiary), taken as whole, which are in aggregate in excess of £300,000 excluding, for any changes that are required due to the avoidance of doubt, (i) changes in Applicable Lawtermination or receipt of intention to terminate, the contracts Disclosed at paragraph 5.1 of the Disclosure Letter of even date or (ii) the terms resignation of any employee of the LBL Contracts Company; 2.1.4 the Company shall have facilitated verbal conversations between a representative of LOUD Technologies Inc and the following distributors; Dah C▇▇▇▇ ▇▇▇▇ Ltd, Adagio, S.A, Algam, Atlantic Audio Gmbh and one UK dealer to be mutually agreed; 2.1.5 the Company shall have facilitated verbal conversations between a representative of LOUD Technologies Inc and the following suppliers, Sarivale, Lab Gruppen, and B&C Speakers and TC Electronics; and 2.1.6 no suit, action or other proceeding shall be pending or threatened in writing before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby; (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (iii) affect adversely the requirements right of any Governmental Entity. If the Purchaser to own the Shares or control the Company’s liability under , and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect. 2.2 If any of the LBL Contracts is changed because of changes made on conditions set out in Clause 2.1 shall not have been satisfied or after waived in writing by the Inception Date in Purchaser by 5 April 2007 (the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i“Long Stop Date”), this Agreement (iiexcept for the provisions of this Clause and of Clauses 1 (Definitions, interpretation and third party rights), 8 (Guarantee), 14 (Announcements), 17 (Notices), 18 (Governing law and jurisdiction) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder shall be null and void and of no further effect and the Company Parties shall be released and the Reinsurer will make all appropriate adjustments to amounts due each other discharged from their respective obligations under this Agreement. With respect to any change required due , provided that such termination of this Agreement shall be without prejudice to the reasons identified rights of the Parties in clauses (i) respect of any breach of clause 2 of this Agreement occurring before the termination. 2.3 The Purchaser in respect of the condition in 2.1.1 and the Purchaser and the Vendors in respect of the remaining conditions each shall use all reasonable endeavours to fulfil or (iii) above, procure the Company fulfillment of the Conditions as soon as possible and in any event before the Long Stop Date and shall, : 2.3.1 keep each other regularly informed of the progress towards satisfaction of each such condition; 2.3.2 immediately notify each other in writing as soon as they are aware that each such condition has been satisfied or has become incapable of satisfaction; and 2.3.3 produce to the extent practicable, prior to other such evidence as the effectiveness other shall reasonably require of any the satisfaction of each such change, promptly notify the Reinsurer condition capable of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)satisfaction. (b) Except as otherwise set forth or contemplated herein, including 2.4 The Purchaser undertakes that in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval Completion does not take place as a result of the Reinsurer, this Agreement condition in 2.1.1 above not being fulfilled that it will cover Reinsured Risks incurred by pay to the Company under such LBL Contract as if Vendors the non-approved changes, amendments or modifications had not been madesum of £250,000.

Conditions. (a) Conditions to the Company's and Purchaser's Obligations. The Company, on its own initiative, obligations of the Company and each Purchaser to complete the exchange of Notes for Common Stock upon the exercise of an Exchange Right shall not change be subject to the terms and conditions fulfillment of any LBL Contract, other than for any changes that are required due to the following conditions: (i) changes any waiting period applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated and any mandatory waiting period under any applicable Non-U.S. Antitrust Laws (where the failure to observe such waiting period referred to in Applicable this clause (i) would be, in the reasonable judgment of either the Company or any Purchaser, be reasonably likely to have a material adverse effect on the Company or any Purchaser) shall have expired or been terminated; and (ii) if required by Law or Regulation, approval of any Governmental Agency with respect to the consummation of the transactions contemplated by this Agreement shall have been granted. (b) None of the parties hereto shall be subject to any Law, decree, order or injunction that prohibits the consummation of the transactions contemplated hereby issued by a court of competent jurisdiction of (i) the United States or any state or other jurisdiction in the United States, (ii) the terms of the LBL Contracts European Union or any member state thereof or Canada or (iii) any other jurisdiction (the requirements of "Other Non-U.S. Jurisdictions"); provided, however, that, prior to invoking this condition, each party shall have complied with Section 5(b), and with respect to other matters not covered by Section 5(b), shall have used its reasonable best efforts to have any such decree, order or injunction lifted or vacated; and no Law or Regulation shall have been enacted by any Governmental Entity. If Agency which prohibits or makes unlawful the Company’s liability under any consummation of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under transactions contemplated by this Agreement. With ; provided, further, that with respect to any change required due to decree, order, injunction, Law or Regulation of any Other Non-U.S. Jurisdiction, noncompliance with such decree, order, injunction, Law or Regulation would, in the reasons identified in clauses (i) or (iii) above, reasonable judgment of the Company shallor any Purchaser, be reasonably likely to have a material adverse effect on the extent practicableCompany, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Purchaser or their respective Affiliates or operations. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.

Conditions. The Underwriter’s obligations hereunder shall be subject to the due performance in all material respects by the Issuer and the Borrower of their obligations and agreements to be performed hereunder at or prior to the Closing and to the accuracy of and compliance with in all material respects their representations and warranties contained herein and in the Indenture and the Loan Agreement, as of the date hereof and on the Closing, and are also subject to receipt of the following evidence and documents and satisfaction of the following conditions, as appropriate, at or prior to the Closing: (a) The CompanyBonds, on its own initiativethe Indenture, the Loan Agreement, the Note, the Remarketing Agreement and the Reimbursement Agreement shall not change have been duly authorized, executed and delivered by the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date respective parties thereof in the terms and conditions of forms heretofore approved by the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to Underwriter with only such changes therein as shall be mutually agreed upon by the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder parties thereto and the Company Underwriter, and shall be in full force and effect on the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness date of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Closing. (b) Except as otherwise set forth At or contemplated hereinbefore the Closing, including the Underwriter and the Issuer shall receive: (1) and related documentation; (2) A certified copies of the Bond Resolutions approving the Bonds A certificate of the Borrower dated the Closing Date and executed by its appropriate officers confirming (A) the accuracy on such date of representations and warranties of the Borrower contained in paragraph the Borrower Documents, (aB) aboveperformance by the Borrower of its obligations hereunder, (C) that there has been no material adverse change in the condition (financial or otherwise) of the Borrower, (D) no litigation of which the Borrower has received notice is pending or, to the best of his knowledge, threatened against the Borrower (i) to restrain or enjoin the issuance or delivery of the Bonds or the collection of revenues pledged under the Indenture, (ii) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds or the Borrower Documents or (iii) in any way contesting the corporate existence or powers of the Borrower; (iv) to the best of his knowledge, no changes, amendments or modifications made on or after event affecting the Inception Date Borrower has occurred since the date of the terms Limited Offering Memorandum considering the purpose for which it is to be used which is necessary to be disclosed therein in order to make the statements and conditions information therein not misleading in any material respect; (3) A certificate of the LBL Contracts Issuer dated the Closing Date and executed by its Chair or Vice Chair confirming (including to any contract riders or endorsements theretoA) shall be covered hereunder unless made the accuracy on such date with the representations of the Issuer contained in the Issuer Documents, (B) performance by the Reinsurer pursuant to Issuer of its obligations hereunder, (C) that the Administrative Services Agreement Bond Resolutions and the Issuer Documents are in full force and effect on such date and have not been amended, modified, or made or consented supplemented, except as may have been agreed to by the Company Underwriter, (D) to the best of his knowledge, no event affecting the Issuer has occurred since the date of the Limited Offering Memorandum considering the purpose for which it is to be used which is necessary to be disclosed therein in order to make the statements and information, with the prior written approval sections "THE ISSUER" and "Litigation – The Issuer", therein not misleading in any material respect, and (E) no litigation is pending, or to his knowledge, threatened against the Issuer (i) to restrain or enjoin the issuance or delivery of the Reinsurer. In Bonds or the event that any such changescollection or application of revenues pledged under the Indenture, amendments or modifications are made or consented to (ii) in any LBL Contract way contesting or affecting for the issuance of the Bonds or the validity of the Bonds or any of the other Bond Documents or (iii) in any way contesting the existence or powers of the Issuer, and (E) that all the limitations, conditions and provisions precedent to the issuance of the Bonds have been observed, met and satisfied; (4) An opinion of Husch ▇▇▇▇▇▇▇▇▇ LLP, bond counsel, in substantially the form attached as Appendix D to the Limited Offering Memorandum and dated the Closing Date, together with a supplemental opinion of Husch ▇▇▇▇▇▇▇▇▇ LLP, bond counsel, in substantially the form attached hereto as Exhibit C and dated the Closing Date; (5) An opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, federal tax counsel, in substantially the form attached as Appendix D to the Limited Offering Memorandum and dated the Closing Date and a letter from federal tax counsel dated the Closing Date and addressed to the Underwriter and the Trustee to the effect that such approving opinion may be relied upon by the Company without Underwriter and the prior written approval Trustee as if such opinion had been addressed to the Underwriter and the Trustee. (6) An Opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇, S.C., Milwaukee, Wisconsin, counsel to the Bank, dated the Closing Date, addressed to the Underwriter, the Issuer, the Trustee, and the Borrower, in form satisfactory to the Underwriter, confirming the enforceability of the ReinsurerLetter of Credit and the exempt status of the Letter of Credit under the 1933 Act. (7) An opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, this Agreement will cover Reinsured Risks incurred special federal tax counsel, in substantially the Form attached as Appendix D to the Limited Offering Memorandum and dated the Closing Date; (8) An opinion of the Office of the City Attorney of the City of Green Bay, Wisconsin, counsel for the Issuer, in substantially the form attached hereto as Exhibit B and dated the Closing Date; (9) An opinion of counsel for the Borrower, in substantially the form attached hereto as Exhibit D and dated the Closing Date; (10) An opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇, S.C., Milwaukee, Wisconsin, counsel to the Bank, in substantially the form attached hereto as Exhibit E and dated the Closing Date, addressed to the Underwriter, the Issuer, the Trustee and the Borrower, in form satisfactory to the Underwriter, confirming the enforceability of the Letter of Credit and the exempt status of the Letter of Credit under the 1933 Act; (11) An opinion of ▇▇▇▇▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriter, in form and substance satisfactory to the Underwriter and dated the Closing Date; (11) (12) Confirmation of receipt by Bond Counsel of Internal Revenue Service Form 8038 completed with respect to the Company under such LBL Contract as if Bonds, together with a certificate executed by appropriate officers of the non-approved changes, amendments or modifications had not been made.Issuer with respect to the information contained therein;

Conditions. The Company and each of the Sellers shall use commercially reasonable efforts to cause the conditions set forth in Section 3.01 to be satisfied as soon as practicable following the date hereof, to cause Closing to occur as expeditiously as possible following the execution of this Agreement, and to consummate the transactions contemplated herein as soon as possible after the satisfaction of the conditions set forth in Article III (other than those to be satisfied at the Closing itself, but subject to such conditions being capable of being satisfied at the Closing); provided that neither the Company nor the Sellers shall be required (a) The Company, on to expend any funds (other than costs of its own initiative, shall not change the terms representatives and conditions advisors) to obtain any consent from any Governmental Entity or to remedy any breach of any LBL Contractrepresentation or warranty hereunder, (b) to commence any litigation or arbitration proceeding, (c) to offer or grant or otherwise provide any accommodation (financial or otherwise) to any Person, or (d) to provide financing or any other accommodation (other than as set forth in Section 8.09) to the Purchaser for any changes that are required due to (i) changes in Applicable Law, (ii) the terms consummation of the LBL Contracts transactions contemplated hereby. The Company shall use commercially reasonable efforts to deliver to the Purchaser appropriate payoff letters from the holders of Indebtedness set forth on the Indebtedness Schedule on or (iii) prior to the requirements Closing and to make arrangements for such holders of any Governmental Entity. If Indebtedness to deliver, subject to the Company’s liability under any receipt of the LBL Contracts is changed because of changes made on or applicable payoff amounts, all related Lien releases to the Purchaser as soon as practicable after the Inception Date in the terms and conditions Closing. Each of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer Representative will make give prompt notice to the Purchaser of any fact, event or circumstance known to it that (i) is reasonably likely, individually or taken together with all appropriate adjustments other facts, events and circumstances known to amounts due it, to result in any Material Adverse Effect or (ii) would cause or constitute a breach of any of its representations, warranties, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article III. If the Company or the Representative delivers a notice pursuant to the prior sentence of this Section 8.04, then each other Seller agrees that the Purchaser shall have the absolute right to terminate this Agreement under Section 10.01(b) by written notice to the Company within thirty (30) days after the receipt of such notice; provided that, if the Purchaser does not so timely elect to terminate this Agreement, the Purchaser shall be deemed to have waived any condition to the Closing with respect to the matter expressly set forth in such notice. If a notice is delivered pursuant to this Section 8.04, the Company shall provide information reasonably requested by the Purchaser regarding the circumstances referred to in such notice. The Purchaser and the Representative shall negotiate in good faith to determine a reasonable resolution to the matter set forth in such notice prior to the termination of this Agreement. With respect For the avoidance of doubt, the delivery of any notice pursuant to any change required due this Section 8.04 shall not limit or otherwise affect the post-Closing remedies available to the reasons identified in clauses (i) or (iii) aboveparties pursuant to this Agreement. In providing any notice pursuant to this Section 8.04, the Company shall, to and the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Representative shall act in good faith. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.

Conditions. The obligation of any Agent, as agent of the Company, at any time (“Solicitation Time”) to solicit offers to purchase the Notes, the obligation of any Agent to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other purchaser to purchase Notes hereunder or under any Terms Agreement shall in each case be subject: (1) to the condition that all representations and warranties of the Company herein are accurate as of each time specified in the initial paragraph of Section 1, as applicable, (2) that all statements of officers of the Company made in any certificate furnished pursuant to the provisions hereof are accurate (i) in the case of an Agent’s obligation to solicit offers to purchase Notes, at and as of such Solicitation Time and (ii) in the case of any Agent’s or any other purchaser’s obligation to purchase Notes, at and as of the time the Company accepts the offer to purchase such Notes and, as the case may be, at and as of the related Time of Delivery or time of purchase; (3) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as the case may be, the Company shall have complied with all its agreements and all conditions on its part to be performed or satisfied hereunder; and (4) to the following additional conditions when and as specified: (a) The CompanyPrior to such Solicitation Time or corresponding Time of Delivery or time of purchase, on its own initiative, shall not change as the terms and conditions of any LBL Contract, other than for any changes that are required due to case may be: (i) changes in Applicable Lawthe Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the terms rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the LBL Contracts or Exchange Act; (iii) there shall not have occurred any change or any development in or affecting particularly the requirements business or properties of any Governmental Entity. If the Company’s liability under Company or its subsidiaries which, in the judgment of the applicable Agent, materially impairs the investment quality of the Notes; and (iv) (A) trading generally shall not have been suspended on or by, as the case may be, any of the LBL Contracts is changed because of changes made New York Stock Exchange or the NASDAQ Stock Market, minimum or maximum prices for trading shall not have been fixed, or maximum ranges for prices for securities shall not have been required, on the New York Stock Exchange or after the Inception Date in the terms and conditions NASDAQ Stock Market, by such Exchange or by order of the LBL Contracts Commission or any other governmental authority having jurisdiction; (including to B) trading in any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and securities of the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made not have been suspended by the Reinsurer pursuant to the Administrative Services Agreement Commission or made a national securities exchange or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract over-the-counter market; (C) any major disruption of settlements of securities shall not have occurred and a general moratorium on commercial banking activities in New York shall not have been declared by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments either Federal or modifications had not been made.New York State authorities; or

Conditions. The obligation of any Agent, as agent of the Company, at any time (“Solicitation Time”) to solicit offers to purchase the Notes, the obligation of any Agent to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other purchaser to purchase Notes shall in each case be subject: (1) to the condition that all representations and warranties of the Company herein and all statements of officers of the Company made in any certificate furnished pursuant to the provisions hereof are accurate (i) in the case of an Agent’s obligation to solicit offers to purchase Notes, at and as of such Solicitation Time and (ii) in the case of any Agent’s or any other purchaser’s obligation to purchase Notes, at and as of the time the Company accepts the offer to purchase such Notes and, as the case may be, at and as of the related Time of Delivery or time of purchase; (2) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as the case may be, the Company shall have complied with all its agreements and all conditions on its part to be performed or satisfied hereunder; and (3) to the following additional conditions when and as specified: (a) The CompanyPrior to such Solicitation Time or corresponding Time of Delivery or time of purchase, as the case may be: (i) the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act; (iii) there shall not have occurred any change or any development in or affecting particularly the business or properties of the Company or its subsidiaries which, in the judgment of the applicable Agent, materially impairs the investment quality of the Notes; and (iv) (A) trading generally shall not have been suspended on or by, as the case may be, any of the New York Stock Exchange or the American Stock Exchange, minimum or maximum prices for trading shall not have been fixed, or maximum ranges for prices for securities shall not have been required, on its own initiativethe New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction; (B) trading in any securities of the Company shall not change have been suspended by the Commission or a national securities exchange or in any over-the-counter market; (C) any major disruption of settlements of securities shall not have occurred and a general moratorium on commercial banking activities in New York shall not have been declared by either Federal or New York State authorities; or (D) there shall not have occurred any outbreak or escalation of hostilities in which the United States is involved, a declaration of war by Congress, any major act of terrorism against the United States, any other substantial national or international calamity or crisis or any other event or occurrence of a similar character if, in the judgment of such Agent or Agents or of such other purchaser, the effect of any such outbreak, escalation, declaration, calamity or other event or occurrence makes it impracticable or inadvisable to market the Notes on the terms and conditions in the manner contemplated in the General Disclosure Package or the Prospectus as amended or supplemented at the Solicitation Time or at the time such offer to purchase was made. Promptly after the determination by any such Agent or other purchaser that it is impractical or inadvisable to market the Notes, such Agent or other purchaser shall notify the Company of any LBL Contract, other than for any changes that are required due such determination in writing; but the omission so to (i) changes in Applicable Law, (ii) notify the terms Company shall not act to modify the rights of the LBL Contracts Agent or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other purchaser under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informalSection 6(a)(iv)(A). (b) Except On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, the General Counsel, the Associate General Counsel or Senior Managing Counsel to the Company and/or Squire, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., Counsel to the Company, as indicated in the applicable Prospectus Supplement shall have furnished to the relevant Agent or Agents their written opinion, dated the Commencement Date or Time of Delivery, as the case may be, in form and substance satisfactory to such Agent or Agents, to the effect that: (i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of Ohio and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; KeyBank is a duly organized and validly existing national banking association under the laws of the United States and continues to hold a valid certificate to do business as such; each of the Company and KeyBank has full corporate power and authority to conduct its business as described in the Registration Statement, the General Disclosure Package (if applicable) and the Prospectus and is duly qualified to do business in each jurisdiction in which it owns or leases real property, except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and its subsidiaries taken as a whole; and all of the outstanding shares of capital stock of KeyBank has been duly authorized and validly issued, is fully paid and non-assessable (exceptions to be specified) and (except as otherwise stated in the Registration Statement) is owned beneficially by the Company subject to no security interest, other encumbrance or adverse claim. (ii) This Agreement and any applicable Terms Agreement have been duly authorized, executed and delivered by the Company. (iii) The Notes conform in all material respects to the description thereof contained or incorporated by reference in the General Disclosure Package (if applicable), the Prospectus and the applicable prospectus supplement, and such description conforms in all material respects to the rights set forth in the instruments defining the same. (iv) The Notes have been duly and validly authorized and, when executed, authenticated and delivered in accordance with the terms of the applicable Indenture and issued to and paid for by any purchaser of Notes sold through an Agent as agent or any Agent as principal pursuant to any Terms Agreement or other agreement, will be entitled to the benefits of such applicable Indenture and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (v) Each of the Senior Indenture and the Subordinated Indenture has been duly and validly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument of the Company enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indentures have been duly qualified under the Trust Indenture Act. (vi) The issue and sale of the Notes and the execution and delivery by the Company of the Notes, the Indentures, this Agreement and any applicable Terms Agreement or other agreement pursuant to which an Agent purchases Notes as principal and the consummation of the transactions herein and therein contemplated herein, including will not conflict with or result in paragraph (a) above, no changes, amendments a breach or modifications made on or after the Inception Date violation of any of the terms and conditions provisions of, or constitute a default under, any statute, rule or regulation, any agreement or instrument known to such counsel to which the Company or any subsidiary of the LBL Contracts Company is a party or by which it or any of them are bound or to which any of the property or assets of the Company or any its subsidiaries is subject and that is material to the Company and its subsidiaries, taken as a whole, the Company’s Articles of Incorporation or Regulations, or any order known to such counsel of any court or governmental agency or body having jurisdiction over the Company. (vii) No consent, approval, authorization, order, registration or qualification of or filing with any court or governmental agency or body is required for the issue and sale of the Notes or the consummation of the other transactions contemplated by this Agreement, any applicable Terms Agreement or other agreement pursuant to which an Agent purchases Notes as principal, or the Indentures, except such consents, approvals, authorizations, registrations or qualifications as have been obtained under the Securities Act and the Trust Indenture Act and as may be required under state securities or Blue Sky laws in connection with offers and sales of the Notes from the Company and with purchases of Notes. (viii) The Registration Statement is effective under the Securities Act; any required amendment or supplement to each prospectus relating to the offered Notes (including the Prospectus) pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (without reference to Rule 424(b)(8)); any required filing of any Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d); and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission. (ix) Such counsel is of the opinion ascribed to it in the Prospectus Supplement under the caption “Material United States Tax Considerations,” if any. (x) Such counsel (A) is of the opinion that at the time the Registration Statement, including without limitation the Rule 430B Information, became effective or is deemed effective, and at the date such opinion is delivered, the Registration Statement and the Prospectus, and at the time they were filed, each document incorporated by reference therein (except for the financial statements and other financial and statistical data included therein or omitted therefrom and the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee as to which such counsel need express no opinion), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, the Trust Indenture Act and the respective rules thereunder; (B) has no reason to believe that (except for the financial statements or other financial and statistical data included therein or omitted therefrom and the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee as to which such counsel need express no belief) the Registration Statement, including without limitation the Rule 430B Information, as of its effective date and each deemed effective date, and if an amendment to the Registration Statement or to any contract riders or endorsements thereto) shall be covered hereunder unless made document incorporated by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to reference therein has been filed by the Company with the prior written approval Commission subsequent to the effectiveness of the ReinsurerRegistration Statement, at the time of the most recent such filing, and at date such opinion is delivered, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (C) has no reason to believe that (except for the financial statements and other financial and statistical data included therein or omitted therefrom and the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee as to which such counsel need express no belief) the Prospectus, as amended or supplemented, as of its date, at the Commencement Date and the Time of Delivery, contained or contains any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (D) has no reason to believe that the General Disclosure Package (if applicable), as of the Applicable Time, contained an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (E) does not know of any amendment to the Registration Statement required to be filed which is not filed as required; provided that in the case of an opinion delivered on the Commencement Date (other than in connection with a Terms Agreement), the opinion and beliefs set forth in clauses (A), (C) and (D) above shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Basic Prospectus. Such opinion or opinions shall be to such further effect with respect to other legal matters relating to this Agreement, and the sale of the Notes, pursuant to this Agreement as counsel for the Agents may reasonably request. Such opinion or opinions shall be limited to New York, Ohio and federal law and, if applicable, the law of the state of incorporation of any other Significant Subsidiaries. In the event that any giving such changesopinion, amendments or modifications are made or consented such counsel may rely, as to in any LBL Contract all matters governed by the Company without laws of jurisdictions in which such counsel is not qualified and the prior written approval federal law of the ReinsurerUnited States, upon opinions of other counsel, who shall be counsel satisfactory to counsel for the Agents, in which case the opinion shall state that they believe you and they are entitled to so rely. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company, KeyBank and the Significant Subsidiaries and certificates of public officials. In rendering their opinion, such counsel may rely upon the opinion of Shearman & Sterling LLP referred to below as to any matters governed by New York law covered therein. (c) On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, Shearman & Sterling LLP, counsel to the Agents, shall have furnished to the relevant Agent or Agents such opinion or opinions dated the Commencement Date or Time of Delivery, as the case may be, to the effect that the opinion delivered pursuant to Section 6(b) appears on its face to be appropriately responsive to the requirements of this Agreement will cover Reinsured Risks incurred by and with respect to the incorporation of the Company, the validity of the Indenture, the Notes, the Registration Statement, the Prospectus as amended or supplemented and other related matters as such Agent or Agents may reasonably request, and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In rendering their opinion, such counsel may rely upon the opinion rendered on behalf of the Company under such LBL Contract referred to above as if to all matters of Ohio law. (d) (i) On the non-approved changesCommencement Date, amendments the Company’s independent certified public accountants that have certified the financial statements of the Company and its subsidiaries included or modifications had not been made.incorporated by reference in

Conditions. The Underwriters’ obligation to purchase the Offered Shares on the Closing Date shall be subject to the following conditions: (a) The Companythe representations and warranties of the Corporation contained in this Agreement shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as at Closing Time, with the same force and effect as if made on Closing Time, after giving effect to the transactions contemplated by this Agreement; (b) the Corporation shall have complied in all material respects with all of its own initiative, shall not change applicable obligations under this Agreement and satisfied all the applicable terms and conditions of any LBL Contractthis Agreement on its part to be complied with or satisfied, other than conditions which have been waived, at or prior to the Closing Time; (c) receipt by the Underwriters of a certificate or certificates dated the Closing Date signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other Person(s) as may be acceptable to the Underwriters, certifying for and on behalf of the Corporation and not in their personal capacity: (i) that there has been no material adverse change, financial or otherwise, to such date in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation from that disclosed in the Corporation’s Information Record as it exists as of the date of this Agreement; (ii) that no order, ruling or determination having the effect of ceasing or suspending trading in the Common Shares or any changes other securities of the Corporation has been issued and no proceedings for such purposes are pending or, to the knowledge of the Persons signing such certificate, contemplated or threatened; (iii) that the Corporation has complied with all applicable terms and conditions of this Agreement to be complied with by the Corporation (unless waived by Mackie on behalf of the Underwriters) at or prior to Closing Time; (iv) that the representations and warranties of the Corporation contained herein are required due true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; and (v) such other matters as the Underwriters and the Underwriters’ Counsel may reasonably request; (d) receipt by the Underwriters of a certificate dated the Closing Date signed by an appropriate officer of the Corporation, addressed to the Underwriters and the Underwriters’ Counsel, with respect to the constating documents of the Corporation, the authorizing resolutions related to this Agreement, the Prospectus and the incumbency and specimen signatures of signing officers and directors; (e) receipt by the Underwriters of favourable legal opinions customary for transactions of this nature, dated as of the Closing Date, from the Corporation’s Counsel with respect to all such matters as the Underwriters may reasonably request including, (i) the valid existence of the Corporation; (ii) the authorized and issued capital of the Corporation; (iii) the enforceability of this Agreement and the certificates representing Compensation Options; (iv) the creation, authorization, issue and distribution of the Offered Shares and Compensation Options; and (v) the qualification under Applicable Securities Laws of the distribution of the Offered Shares, it being understood that the Corporation’s Counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the Laws of jurisdictions other than the Province of British Columbia or Canada and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation as to matters which specifically relate to the Corporation; (f) the Underwriters will have received legal opinions, dated as of the Closing Date and addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, as to (i) changes the title and ownership interests in Applicable Lawthe Gibellini Project (including, for greater certainty, the Bi▇▇▇▇-▇▇▇▇▇ ▇eposit) and the registered Liens thereon (the "Gibellini Title Opinion") and (ii) the title and ownership interests in the Pulacayo Paca Project and the registered Liens thereon (the "Pulacayo Paca Title Opinion"), and each such legal opinion shall be consistent in all material respects to the relevant disclosure in the Corporation’s Information Record; (g) receipt by the Underwriters of a letter from the Auditors, dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation, bringing the information contained in the “long form” comfort letter or letters referred to in Section 3(a)(iii) forward to the Closing Time, provided that such comfort letter shall be based on a review by the Auditors having a cut-off date not more than two Business Days prior to the Closing Date; (h) if any of the Offered Shares are sold in the United States, receipt by the Underwriters of an opinion of U.S. counsel, dated the Closing Date, to the effect that no registration is required under the 1933 Act in connection with sale of the Offered Shares, provided that such offer, sale and delivery of Offered Shares in the United States is made in compliance with this Agreement and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Offered Shares; (i) receipt by the Underwriters of a certificate from the Transfer Agent dated the Closing Date, and signed by an authorized officer of the Transfer Agent confirming the issued capital of the Corporation; (j) instruments, in form satisfactory to the Underwriters, acting reasonably, from each director and officer of the Corporation with respect to the matters contemplated in Section 17b; (k) evidence satisfactory to the Underwriters and the Underwriters’ Counsel, acting reasonably, that the Offered Shares have been conditionally approved for listing on the Stock Exchange; (l) receipt by the Underwriters of such further certificates, opinions of counsel and other documentation from the Corporation as may be contemplated herein or as the Underwriters or Underwriters’ Counsel may reasonably request; provided, however, that the Underwriters shall request any such certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document; (m) the Underwriters will have received favourable legal opinions, dated the Closing Date and addressed to the Underwriters, from counsel to the Corporation, as to (i) the incorporation and existence of each Corporation Subsidiary through which the Corporation directly or indirectly holds an economic interest in a Project, (ii) such Corporation Subsidiaries having the terms of the LBL Contracts or requisite corporate power and capacity to own and lease their properties and assets and to conduct their businesses as presently carried on, and (iii) the requirements of any Governmental Entity. If the Company’s liability under any registered ownership of the LBL Contracts is changed because issued and outstanding shares of changes made on such Corporation Subsidiaries, and as to such other legal matters which the Underwriters’ Counsel may reasonably request; (n) the Underwriters will have received certificates of status and/or compliance (or after the Inception Date in equivalent), where issuable under applicable Law, for the terms Corporation and conditions each of the LBL Contracts Corporation Subsidiaries to which paragraph (including to any contract riders m) above applies, each dated within two days of the Closing Date, or endorsements theretosuch other reasonable period as may be dictated by local requirements; and (o) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness Closing Time, the Underwriters, Underwriters’ Counsel and the Underwriters’ technical consultants will have been provided with timely access to all information reasonably required to permit them to conduct a due diligence investigation of any such changethe Corporation and its consolidated business operations, promptly notify properties, assets, affairs, prospects and financial condition, including access to management of the Reinsurer Corporation (including its qualified person(s) for purposes of such proposed change NI 43-101), the Corporation’s auditors, the authors of the Technical Reports and afford the Reinsurer legal counsel of the opportunity, Corporation in connection with one or more due diligence sessions to be held prior to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Closing Time. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.

Conditions. (a) The Company, on its own initiative, shall not change respective obligations of each Initial Purchaser to purchase the terms and conditions Series A Notes under this Agreement is subject to the satisfaction or waiver of any LBL Contract, other than for any changes that are required due to each of the following conditions: (i) changes All the representations and warranties of each Sports Club Entity in Applicable Laweach of the Documents to which it is a party shall be true and correct at and as of the Closing Date after giving effect to the Transactions with the same force and effect as if made on and as of such date. On or prior to the Closing Date, each of the Sports Club Entities and, to the knowledge of the Issuer after due inquiry, each 20 other party to the Documents (other than the Initial Purchasers) shall have performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents. (ii) The Offering Circular shall have been printed and copies made available to the terms Initial Purchasers not later than 12:00 noon, New York City time, on the first business day following the date of this Agreement or at such later date and time as the LBL Contracts or Initial Purchasers may approve. (iii) the requirements No injunction, restraining order or order of any nature by a Governmental Entity. If Authority shall have been issued as of the Company’s liability under Closing Date that would prevent or interfere with the consummation of any of the LBL Contracts is changed because Transactions; and no stop order suspending the qualification or exemption from qualification of changes made on any of the Series A Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or after be pending or contemplated. (iv) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Inception Date Closing Date, prevent the consummation of any of the Transactions. No Proceeding shall be pending or threatened other than Proceedings that (A) if adversely determined could not, singly or in the terms and conditions aggregate, adversely affect the issuance or marketability of the LBL Contracts Series A Notes and (including B) could not reasonably be expected to have a Material Adverse Effect. (v) Since the date as of which information is given in the Offering Circular, there shall not have been any contract riders Material Adverse Change. (vi) The Notes shall have (A) been designated PORTAL securities in accordance with the rules and regulations adopted by the NASD relating to trading in the PORTAL market, and (B) received a rating of at least B1 and B from Standard & Poor's Corporation and Mood▇'▇ ▇▇▇estors Services, Inc., respectively. (vii) The Initial Purchasers shall have received on the Closing Date (A) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or endorsements thereto) that are required due to accounting officer of the reasons identified in clauses (i)Issuer, on behalf of the Issuer, (iix) or (iii) above, confirming the Reinsurer will share matters set forth in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses paragraphs (i) or through (iiiv) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change this Section 9(a) and afford the Reinsurer the opportunity, to the extent practicable, to object (y) certifying as to such change under applicable administrative procedures other matters as the Initial Purchasers may reasonably request, (both formal B) a certificate, dated the Closing Date, signed by the Secretary of each Sports Club Entity, certifying such matters as the Initial Purchasers may reasonably request and informal)(C) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Issuer substantially in the form previously approved by the Initial Purchasers. (bviii) Except as otherwise set forth or contemplated herein, including The Initial Purchasers shall have received: (1) an opinion (in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms form and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant substance satisfactory to the Administrative Services Agreement or made or consented Initial Purchasers and counsel to by the Company with Initial Purchasers) of Kinsella, Boesch, Fuji▇▇▇▇ ▇▇▇ Towl▇, ▇▇P, special counsel to the prior written approval Issuer, dated the Closing Date, in the form of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.Exhibit A hereto;

Conditions. SECTION 9.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) The no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; (c) all governmental waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Effective Time; (d) all required consents and approvals of third parties to material contracts with the Parent or the Company shall have been obtained and be in effect at the Effective Time; provided, however, that the failure to obtain such consents or approvals shall not be due to the default or delay of the party responsible for obtaining such consents and approvals; and (e) ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Martini, independent certified public accountants for Parent and Subsidiary, shall have delivered a letter, dated the Closing Date, addressed to Parent, in form and substance reasonably satisfactory to Parent, the Company and the Seller, stating that the Merger will qualify as a pooling- of-interests transaction under APB 16. SECTION 9.2 Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Seller, the obligation of the Company and the Seller to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: (a) Parent and Subsidiary shall have performed in all respects their agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of Parent and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such date, and the Company shall have received a certificate of the Chairman of the Board of Directors of Parent and of the Chairman of the Board of Directors of Subsidiary, in form and substance reasonably satisfactory to the Company, on its own initiativeto that effect; (b) since the date hereof, there shall not change the terms and conditions of any LBL Contract, other than for any have been no changes that are required due constitute, and no event or events shall have occurred which have resulted in or constitute, a material adverse change in the business, operations, properties, assets, condition (financial or other) or results of operations of Parent and its subsidiaries, taken as a whole; (c) Parent shall take all action necessary to assure that the members of the current Advisory Board, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall resign; (id) changes Parent shall execute a Note, substantially in Applicable Lawthe form of Exhibit A, pursuant to which it shall borrow funds from the Seller, in an amount sufficient to repay in full all amounts owed to Magellan Finance Corporation (ii"Magellan") by Earth Care Global Holdings, Inc., an entity that merged into a wholly-owned subsidiary of Parent ("Earth Care"), pursuant to the terms of the LBL Contracts Amendment to Second Loan and Option Agreement dated as of March 29, 1996 by and between Magellan and Earth Care and all other agreements relating thereto (the "Magellan Loan"); (e) Parent shall repay the Magellan Loan in full; and The Company shall have received the written resignations, effective as of Closing, of each director of Parent other than those listed in Schedule 9.2. SECTION 9.3 Conditions to Obligations of Parent and Subsidiary to Effect the Merger. Unless waived by Parent and Subsidiary, the obligations of Parent and Subsidiary to effect the Merger shall be subject to the fulfillment at or (iii) prior to the requirements of any Governmental Entity. If the Company’s liability under any Effective Time of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts additional following conditions: (including to any contract riders or endorsements theretoa) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make Seller shall have performed in all appropriate adjustments respects their agreements contained in this Agreement required to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) be performed on or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness Closing Date and the representations and warranties of any such change, promptly notify the Reinsurer Company and the Seller contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such proposed change date, and afford Parent shall have received a Certificate of the Reinsurer Vice President of the opportunityCompany and of the designated officers of the Seller, in form and substance reasonably satisfactory to Parent, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).that effect; (b) Except as otherwise set forth since the date hereof, there shall have been no changes that constitute, and no event or contemplated hereinevents shall have occurred which have resulted in or constitute, including a material adverse change in paragraph the business, operations, properties, assets, condition (afinancial or other) above, no changes, amendments or modifications made on or after the Inception Date results of operations of the terms Company and conditions its subsidiaries, taken as a whole; (c) the Seller shall loan funds to Parent in an amount sufficient to repay the Magellan Loan; and (d) Parent shall have received the written resignations, effective as of Closing, of each director and officer of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to other than those listed in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeSchedules 2.3 and 2.4.

Conditions. The obligation of any Agent, as agent of the Company, at any time (“Solicitation Time”) to solicit offers to purchase the Notes, the obligation of any Agent to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other purchaser to purchase Notes shall in each case be subject: (1) to the condition that all representations and warranties of the Company herein and all statements of officers of the Company made in any certificate furnished pursuant to the provisions hereof are accurate (i) in the case of an Agent’s obligation to solicit offers to purchase Notes, at and as of such Solicitation Time and (ii) in the case of any Agent’s or any other purchaser’s obligation to purchase Notes, at and as of the time the Company accepts the offer to purchase such Notes and, as the case may be, at and as of the related Time of Delivery or time of purchase; (2) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as the case may be, the Company shall have complied with all its agreements and all conditions on its part to be performed or satisfied hereunder; and (3) to the following additional conditions when and as specified: (a) The CompanyPrior to such Solicitation Time or corresponding Time of Delivery or time of purchase, as the case may be: (i) the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act; (iii) there shall not have occurred any change or any development in or affecting particularly the business or properties of the Company or its subsidiaries which, in the judgment of the applicable Agent, materially impairs the investment quality of the Notes; and (iv) (A) trading generally shall not have been suspended on or by, as the case may be, any of the New York Stock Exchange or the NASDAQ Stock Market, minimum or maximum prices for trading shall not have been fixed, or maximum ranges for prices for securities shall not have been required, on its own initiativethe New York Stock Exchange or the NASDAQ Stock Market, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction; (B) trading in any securities of the Company shall not change have been suspended by the Commission or a national securities exchange or in any over-the-counter market; (C) any major disruption of settlements of securities shall not have occurred and a general moratorium on commercial banking activities in New York shall not have been declared by either Federal or New York State authorities; or (D) there shall not have occurred any outbreak or escalation of hostilities in which the United States is involved, a declaration of war by Congress, any major act of terrorism against the United States, any other substantial national or international calamity or crisis or any other event or occurrence of a similar character if, in the judgment of such Agent or Agents or of such other purchaser, the effect of any such outbreak, escalation, declaration, calamity or other event or occurrence makes it impracticable or inadvisable to market the Notes on the terms and conditions in the manner contemplated in the General Disclosure Package or the Prospectus as amended or supplemented at the Solicitation Time or at the time such offer to purchase was made. Promptly after the determination by any such Agent or other purchaser that it is impractical or inadvisable to market the Notes, such Agent or other purchaser shall notify the Company of any LBL Contract, other than for any changes that are required due such determination in writing; but the omission so to (i) changes in Applicable Law, (ii) notify the terms Company shall not act to modify the rights of the LBL Contracts Agent or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other purchaser under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informalSection 6(a)(iv)(A). (b) Except On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, the General Counsel and Secretary of the Company, any Vice President and Assistant Secretary of the Company (it being understood that anyone giving an opinion on behalf of the Company shall be an attorney licensed in Ohio or New York, as applicable) and/or Squire ▇▇▇▇▇▇ ▇▇▇▇▇ (US) LLP, Counsel to the Company, as indicated in the applicable Prospectus Supplement shall have furnished to the relevant Agent or Agents their written opinion(s), dated the Commencement Date or Time of Delivery, as the case may be, in form and substance satisfactory to such Agent or Agents, to the effect that: (i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of Ohio and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; KeyBank is a duly organized and validly existing national banking association under the laws of the United States and continues to hold a valid certificate to do business as such; each of the Company and KeyBank has full corporate power and authority to conduct its business as described in the Registration Statement, the General Disclosure Package (if applicable) and the Prospectus and is duly qualified to do business in each jurisdiction in which it owns or leases real property, except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and its subsidiaries taken as a whole; and all of the outstanding shares of capital stock of KeyBank have been duly authorized and validly issued, are fully paid and non-assessable (exceptions to be specified) and (except as otherwise stated in the Registration Statement) are owned beneficially by the Company subject to no security interest, other encumbrance or adverse claim. (ii) This Agreement and any applicable Terms Agreement have been duly authorized, executed and delivered by the Company. (iii) The Notes conform in all material respects to the description thereof contained or incorporated by reference in the General Disclosure Package (if applicable), the Prospectus and the applicable prospectus supplement and such description conforms in all material respects to the rights set forth in the instruments defining the same. (iv) The Notes have been duly and validly authorized by the Company and, when executed, authenticated and delivered in accordance with the terms of the applicable Indenture and issued to and paid for by any purchaser of the Notes sold through an Agent as agent or any Agent as principal pursuant to any Terms Agreement or other agreement, will be entitled to the benefits of such applicable Indenture and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms subject (A) to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors, (B) to the effect of general principles of equity, enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought, (C) to the unenforceability of any provision requiring the payment of attorney’s fees, except to the extent that a court determines such fees to be reasonable, (D) to the requirements that a claim with respect to any Notes denominated other than U.S. dollars (or a foreign currency, currency unit or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (E) to any applicable foreign governmental authority to limit, delay or prohibit the making of payments outside the United States or in a foreign currency, currency unit or composite currency. (v) Each of the Senior Indenture and the Subordinated Indenture has been duly and validly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument of the Company enforceable in accordance with its terms subject (A) to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors, (B) to the effect of general principles of equity whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought, (C) to the unenforceability of any provision requiring the payment of attorney’s fees, except to the extent that a court determines such fees to be reasonable, (D) to the requirements that a claim with respect to any Notes denominated other than in U.S. dollars (or a foreign currency, currency unit or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (E) to any applicable foreign governmental authority to limit, delay or prohibit the making of payments outside the United States or in a foreign currency, currency unit or composite currency; and the Indentures have been duly qualified under the Trust Indenture Act. (vi) The issue and sale of the Notes and the execution and delivery by the Company of the Notes, the Indentures, this Agreement and any applicable Terms Agreement or other agreement pursuant to which an Agent purchases Notes as principal (provided such Terms Agreement or other agreement has been executed and delivered in accordance with this Agreement and the Indentures) and the consummation of the transactions herein and therein contemplated herein, including will not conflict with or result in paragraph (a) above, no changes, amendments a breach or modifications made on or after the Inception Date violation of any of the terms and conditions provisions of, or constitute a default under, any statute, rule or regulation, any agreement or instrument known to such counsel to which the Company or any subsidiary of the LBL Contracts Company is a party or by which it or any of them are bound or to which any of the property or assets of the Company or any of its subsidiaries is subject and that is material to the Company and its subsidiaries, taken as a whole, the Company’s Second Amended and Restated Articles of Incorporation, as amended or Second Amended and Restated Regulations, or any order known to such counsel of any court or governmental agency or body having jurisdiction over the Company. (vii) No consent, approval, authorization, license or order of, registration of, or qualification, filing or registration with, any court or governmental agency or body is required for the issue and sale of the Notes or the consummation of the other transactions contemplated by this Agreement, any applicable Terms Agreement or other agreement pursuant to which an Agent purchases Notes as principal (provided such Terms Agreement or other agreement has been executed and delivered in accordance with this Agreement and the applicable Indenture) or the Indentures, except such as have been obtained under the Securities Act and the Trust Indenture Act or such as may be required under state securities or Blue Sky laws in connection with offers and sales of the Notes from the Company and with purchases of Notes. (viii) The Registration Statement is effective under the Securities Act; any required amendment or supplement to each prospectus relating to the offered Notes (including the Prospectus) pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (without reference to Rule 424(b)(8)); any required filing of any Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d); and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission. (ix) Such counsel is of the opinion that the statements set forth in the Prospectus under the caption “Material United States Tax Considerations,” insofar as they purport to constitute a summary of matters of U.S. federal tax law and regulations or legal conclusions with respect thereto, constitute an accurate summary of the matters set forth therein in all material respects. (x) Such counsel is of the opinion that at the time the Registration Statement, including without limitation the Rule 430B Information, became effective or is deemed effective, and as of the date such opinion is delivered, the Registration Statement and the Prospectus, and at the time they were filed, each document incorporated by reference therein (other than the financial statements, including the notes and schedules thereto and the audit reports thereon, or any other data or information of a financial or accounting nature set forth or referred to therein or in any document incorporated by reference therein or any exhibits thereto, and the Statements of Eligibility of the Trustee on Form T-1 filed as an exhibit thereto, as to which we express no opinion), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, the Trust Indenture Act and the respective rules thereunder; provided that in the case of an opinion delivered on the Commencement Date (other than in connection with a Terms Agreement), the opinion and beliefs set forth above shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Basic Prospectus. (xi) Such counsel has no reason to believe that (A) (other than the financial statements, including the notes and schedules thereto and the audit reports thereon, or any other data or information of a financial or accounting nature set forth or referred to therein or in any document incorporated by reference therein or any exhibits thereto, and the Statements of Eligibility of the Trustee on Form T-1 filed as an exhibit thereto, as to which we express no opinion) the Registration Statement, including without limitation the Rule 430B Information, as of its effective date and each deemed effective date, and if an amendment to the Registration Statement or to any contract riders or endorsements thereto) shall be covered hereunder unless made document incorporated by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to reference therein has been filed by the Company with the prior written approval Commission subsequent to the effectiveness of the Reinsurer. In Registration Statement, at the event that time of the most recent such filing, and as of the date such opinion is delivered, contained any such changesuntrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) (other than the financial statements, amendments including the notes and schedules thereto and the audit reports thereon, or modifications are made any other data or consented information of a financial or accounting nature set forth or referred to therein or in any LBL Contract document incorporated by reference therein or any exhibits thereto, and the Company without the prior written approval Statements of Eligibility of the ReinsurerTrustee on Form T-1 filed as an exhibit thereto, this Agreement will cover Reinsured Risks incurred by as to which we express no opinion) the Company Prospectus, as amended or supplemented, as of its date, at the Commencement Date and the Time of Delivery, contained or contains any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under such LBL Contract as if the non-approved changeswhich they were made, amendments or modifications had not been made.not

Conditions. The obligations of the Company to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Prospectus, as amended or supplemented, in relation to the Shares, shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period described for such filing by the rules and regulations under the Securities Act, and as of the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect or shall be pending or, to the knowledge of the Company, threatened by the Commission; and no notice objecting to its use pursuant to Rule 401(g)(2) shall have been issued and no proceeding for such purpose or pursuant to Section 8A of the Securities Act shall have been instituted or threatened. The several obligations of the Underwriters are subject to the following further conditions: (a) The Company, on its own initiative, Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given 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 the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Section 3(a)(62) under the Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share manner contemplated in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness Time of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Sale Prospectus. (b) Except as otherwise The Underwriters 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 Section 5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or contemplated hereinsatisfied hereunder on or before the Closing Date. Any officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date an opinion, including an opinion with regard to the Company’s qualification and taxation as a REIT, and a negative assurance letter of Cravath, Swaine & ▇▇▇▇▇ LLP, outside counsel for the Company, each dated the Closing Date, in paragraph form and substance reasonably acceptable to the Underwriters. (ad) aboveThe Underwriters shall have received on the Closing Date an opinion of Skadden, no changesArps, amendments or modifications made Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, tax counsel for the Company, with regard to the Company’s qualification and taxation as a REIT, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters. (e) The Underwriters shall have received on or after the Inception Closing Date an opinion of the terms General Counsel or Associate General Counsel to the Company, dated the Closing Date, in form and conditions substance reasonably acceptable to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion and a negative assurance letter of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, each dated the Closing Date, in form and substance reasonably acceptable to the Underwriters. (g) The Underwriters shall have received, on each of the LBL Contracts date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from PricewaterhouseCoopers LLP, 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 the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than three business days prior to the Closing Date. (including h) The Shares shall have been approved for listing on the New York Stock Exchange (“NYSE”), subject only to any contract riders official notice of issuance. (i) On or endorsements theretoprior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters may reasonably request. (i) The representations and warranties of the Company contained herein shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval true and correct on and as of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeClosing Date.

Conditions. The several obligations of the Sellers to sell the Shares, and the obligations of the Selling Stockholder to cause each other Seller to sell the Shares, to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the conditions that the Registration Statement shall have become effective prior to the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) The Company, on its own initiative, Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given 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 the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share manner contemplated in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness Time of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Sale Prospectus. (b) Except as otherwise The Underwriters shall have received on the Closing Date (i) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or contemplated hereinsatisfied hereunder on or before the Closing Date and (ii) one or more certificates, including dated the Closing Date and signed by an executive officer of each Seller, to the effect that the representations and warranties of each Seller contained in paragraph this Agreement are true and correct as of the Closing Date and that each Seller has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. Each officer signing and delivering each such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (ac) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, outside counsel for the Company, each dated the Closing Date, in form and substance reasonably satisfactory to the Representative. (d) The Underwriters shall have received on the Closing Date an opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Legal Officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representative. (e) The Underwriters shall have received on the Closing Date an opinion of Shearman & Sterling LLP, counsel for the Sellers, dated the Closing Date, in form and substance reasonably satisfactory to the Representative. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Cravath, Swaine & ▇▇▇▇▇ LLP, counsel for the Underwriters, each dated the Closing Date, in form and substance reasonably satisfactory to the Representative. With respect to the negative assurance letter referenced in Section 6(c) above, no changes▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may state that their opinions and beliefs in such letter are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or modifications made supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(e) above, Shearman & Sterling LLP may rely upon an opinion or opinions of counsel for the Sellers and, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of the Sellers contained herein and in other documents and instruments; provided that (A) each such counsel for the Sellers is satisfactory to your counsel, (B) a copy of each opinion so relied upon is delivered to you and is in form and substance satisfactory to your counsel, (C) copies of any such other documents and instruments shall be delivered to you and shall be in form and substance satisfactory to your counsel and (D) Shearman & Sterling LLP shall state in their opinion that they are justified in relying on each such other opinion. The opinions and negative assurance letters, as applicable, of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Shearman & Sterling LLP described in Sections 6(c) and 6(e) above (and any opinions of counsel for the Sellers referred to in the immediately preceding paragraph) shall be rendered to the Underwriters at the request of the Company or the Sellers, as the case may be, and shall so state therein. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, from KPMG LLP and KPMG S.p.A., independent registered public accountants for the Company, one or more letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representative, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the audited and unaudited financial statements and certain financial information of the Company contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that each such letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements, each substantially in the form previously agreed, between you and certain stockholders, officers and directors of the Company, including the Selling Stockholder, relating to sales and certain other dispositions of shares of Common Stock and/or certain other securities, delivered to you on or after before the Inception date hereof, shall be in full force and effect on the Closing Date. (i) The Underwriters shall have received such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Firm Shares and other matters related to the issuance of such Firm Shares. (j) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the terms following: (i) (A) a certificate, dated the Option Closing Date and conditions signed by an executive officer of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by Company, confirming that the Reinsurer certificate delivered on the Closing Date pursuant to clause 6(b)(i) above remains true and correct as of such Option Closing Date and (B) a certificate, dated the Administrative Services Agreement or made or consented Option Closing Date and signed by an executive officer of each Seller, confirming that the certificate delivered on the Closing Date pursuant to by clause 6(b)(ii) above remains true and correct as of such Option Closing Date; (ii) (A) an opinion and negative assurance letter of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, outside counsel for the Company Company, each dated the Option Closing Date, in connection with the prior written approval Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) above and (B) an opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Legal Officer of the Reinsurer. In Company, dated the event Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) above; (iii) an opinion of Shearman & Sterling LLP, outside counsel for the Sellers, dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof; (iv) an opinion and negative assurance letter of Cravath, Swaine & ▇▇▇▇▇ LLP, counsel for the Underwriters, each dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(f) hereof; (v) one or more letters dated the Option Closing Date, in form and substance satisfactory to the Representative, from KPMG LLP and KPMG S.p.A., independent registered public accountants for the Company, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to clause 6(g) hereof; provided that any each such changes, amendments or modifications are made or consented letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to in any LBL Contract by such Option Closing Date; and (vi) such other documents as you may reasonably request with respect to the Company without the prior written approval good standing of the ReinsurerCompany, this Agreement will cover Reinsured Risks incurred by the Company under due authorization and issuance of the Additional Shares to be sold on such LBL Contract as if Option Closing Date and other matters related to the non-approved changes, amendments or modifications had not been madeissuance of such Additional Shares.

Conditions. The obligations of the Initial Purchaser to purchase the Notes under this Agreement are subject to the performance by each of the Issuers and each of the Subsidiary Guarantors of their respective covenants and obligations hereunder and the satisfaction of each of the following condition or waiver thereof by the Initial Purchaser: (a) The Company, on its own initiative, shall not change All the terms representations and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms warranties of the LBL Contracts or (iii) Issuers and the requirements of any Governmental Entity. If the Company’s liability under any Subsidiary Guarantors contained in this Agreement and in each of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms Documents shall be true and conditions correct as of the LBL Contracts (including to any contract riders date hereof and at the Closing Date. On or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such changeClosing Date, promptly notify the Reinsurer of such proposed change Issuers and afford the Reinsurer the opportunity, each other party to the extent practicableDocuments (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to object the Documents (other than conditions to be satisfied by such change under applicable administrative procedures (both formal and informalother parties, which the failure to so satisfy would not, individually or in the aggregate, have a Material Adverse Effect). (b) Except No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as otherwise set forth of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Issuers after due inquiry, be pending or contemplated hereinas of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, including adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Issuers after due inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in paragraph the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Final Offering Circular, there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL market. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Issuers or any securities of the Issuers (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Issuers or any securities of the Issuers by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of each of the Issuers, on behalf of the respective Issuer, to the effect that (a) abovethe representations and warranties set forth in Section 4 hereof, in each of the Documents and the Perfection Certificate are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, (b) each Issuer has performed and complied with all agreements and satisfied all conditions in all material respects on its part to be performed or satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), no changesevent or events have occurred, amendments no information has become known nor does any condition exist that, individually or modifications made in the aggregate, would have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Final Offering Circular or contemplated hereby, neither the Issuers nor any Subsidiary of the Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Issuers and the Subsidiaries of the Company, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the Issuers and the Subsidiaries of the Company, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Issuers or any Subsidiary of the Company that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Issuers and the Subsidiaries of the Company, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, executed by the Secretary of each of the Issuers and each Subsidiary Guarantor, certifying such matters as the Initial Purchaser may reasonably request. (iii) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of each of the Issuers in the form previously approved by the Initial Purchaser or its counsel. (A) the opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Issuers, dated the Closing Date, substantially in the form of Exhibit A attached hereto, (B) the opinion of the general counsel of the Company substantially in the form of Exhibit B attached hereto, and (C) an opinion of Georgia local counsel to the Issuers substantially in the form of Exhibit C attached hereto. (v) an opinion, dated the Closing Date, of Mayer, Brown, ▇▇▇▇ & Maw LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (h) The Initial Purchaser shall have received substantially contemporaneously with the Closing a copy of the receipt of a payoff letter from each of ▇▇▇▇▇ Fargo Foothill, Inc. and ▇▇▇▇▇ Fargo Bank, National Association as to the second and fourth items, respectively, listed on Schedule III attached hereto. (i) On or prior to the Closing Date, a $17.5 million equity investment in the Company shall have been consummated as described under the heading "The Transactions—The New Investment" in the Offering Circular. (i) The Initial Purchaser shall have received a certificate, dated the Closing Date, executed by the Tender and Exchange Agent for the MFOC Tender and Exchange Offer certifying receipt by such Tender and Exchange Agent as to the level of valid tenders from the holders of record, as of 5:00 p.m., New York City time, on the business day prior to the Closing Date and (ii) the Initial Purchaser and the Trustee for the MFOC Notes each shall have received an executed copy of the supplemental indenture, dated as of a date on or after prior to the Inception Date Closing Date, to the Existing MFOC Indenture (the "Supplemental Indenture") and all other procedures and actions necessary to make the Supplemental Indenture effective shall have been consummated on or prior to the Closing Date. (k) On or prior to the Closing Date, the Initial Purchaser shall have received executed copies of agreements from holders of the terms and conditions TCBY Notes to redeem 100% in outstanding principal amount of the LBL Contracts TCBY Notes. (including l) The Initial Purchaser shall have received from KPMG LLP, independent auditors, with respect to the Issuers, (A) a customary comfort letter, dated the date of the Final Offering Circular, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that KPMG LLP reaffirms the statements made in its letter furnished pursuant to clause (A). (m) Each of the Documents shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each Document. (n) Each of the Ancillary Agreements shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a true and complete copy of each fully executed original of each such Ancillary Agreement. (o) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any transaction contemplated in the Documents. (p) The terms of each Document and Ancillary Agreement shall conform in all material respects to the description thereof in the Final Offering Circular. (q) None of the parties to any contract riders of the Documents or endorsements theretoany of the Ancillary Agreements are in breach or default in any material respect under their respective obligations thereunder. (r) The Trustee shall have received (with a copy for the Initial Purchaser) on the Closing Date: (i) appropriately completed copies of Uniform Commercial Code financing statements naming the Issuers and each Subsidiary Guarantor as a debtor and the Trustee as the secured party, or other similar instruments or documents to be covered hereunder unless made by filed under the Reinsurer UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Trustee and its counsel, desirable to perfect the security interests of the Trustee pursuant to the Administrative Services Security Agreement, the originals of which shall have been delivered to the Filing Agent (as defined below) pursuant to clause (s) below; (ii) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) granted to any Person in any collateral described in any Security Agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or made Copies (Form UCC-11), or consented a similar search report certified by a party acceptable to by the Trustee, dated a date reasonably near to the Closing Date, listing all effective financing statements which name either Issuer or any Subsidiary Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement, other than such financing statements that evidence Permitted Liens other than financing statements that may still be on record relating to obligations that have been paid off); (iv) such other approvals, opinions, or documents as the Trustee may reasonably request in form and substance reasonably satisfactory to the Trustee; and (v) the Trustee and its counsel shall be reasonably satisfied that (i) the Lien granted to the Trustee, for the benefit of the Secured Parties in the collateral described above is of the priority described in the Final Offering Circular; and (ii) no Lien exists on any of the collateral described above other than the Lien created in favor of the Trustee, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the Permitted Liens. (s) All Uniform Commercial Code financing statements or other similar financing statements required pursuant to clause (r)(i) above (collectively, the "Filing Statements") shall have been delivered to CT Corporation System or another similar filing service company acceptable to the Trustee (the "Filing Agent"). The Filing Agent shall have acknowledged in a writing reasonably satisfactory to the Trustee and its counsel (i) the Filing Agent's receipt of all Filing Statements, (ii) that the Filing Statements have either been submitted for filing in the appropriate filing offices or will be submitted for filing in the appropriate offices within ten days following the Closing Date and (iii) that the Filing Agent will notify the Trustee and its counsel of the results of such submissions within 30 days following the Closing Date. (t) The Trustee shall have received fully executed Control Agreements (in form and substance reasonably satisfactory to the Trustee) with respect to (i) each Securities Account (as defined in the Security Agreement) of each of the Company with and the prior written approval Guarantors that contains cash, cash equivalents and Investment Property (as defined in the Security Agreement) in an aggregate amount in excess of $100,000 as of the Reinsurer. In end of the event that any such changes, amendments most recently ended calendar month or modifications are made or consented to at the Closing Date and (ii) each Deposit Account (as defined in any LBL Contract by the Security Agreement) of each of the Company without and the prior written approval Guarantors that has a balance in excess of $100,000 as of the Reinsurerend of such month or at the Closing Date. (u) The Trustee shall have received copies of the policies of insurance (or binders or insurance certificates in respect thereof), as are required by Section 4.2(a) of the Security Agreement. (v) Each of the Guarantors shall have executed the Counterparts of this Agreement will cover Reinsured Risks incurred by in the Company under form attached as Exhibit D hereto and delivered copies of such LBL Contract as if executed Counterparts to the non-approved changes, amendments or modifications had not been madeInitial Purchaser.

Conditions. (a) The Companyobligations of the Parties to consummate, or cause to be consummated, the transactions contemplated by this Agreement are subject to the satisfaction, on its own initiativeor before the Closing, shall not change of each of the terms and conditions following conditions, unless otherwise waived (if permitted by applicable law) in writing by all of any LBL Contract, other than for any changes that are required due to the Parties: (i) changes no applicable governmental authority shall have enacted, issued, promulgated or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in Applicable Laweffect and has the effect of making consummation of the transactions contemplated hereby (including the Equity Investors’ capital call for purposes of their funding the Capital Contribution pursuant to this Agreement) illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby (including the Equity Investors’ capital call for purposes of their funding the Capital Contribution pursuant to this Agreement); provided, however, that the Equity Investors agree to use commercially reasonable efforts to obtain all approvals from applicable governmental authorities necessary to enable the Equity Investors to fund the Capital Contribution as and when required by this Agreement, and if the Equity Investors fail to use such commercially reasonable efforts, the Equity Investors shall not be permitted to rely on the condition in this Section 2.4(a)(i) as a basis for failing to fund the Capital Contribution and consummate the Closing; (ii) the terms Senior Lender Waiver shall have been executed and delivered by the Company and the other necessary parties to the Senior Credit Agreement and shall be in full force and effect, and a copy of the LBL Contracts or Senior Lender Waiver, as so executed and delivered, shall have been delivered to the Equity Investors; and (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms Junior Lender Waiver shall have been executed and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and delivered by the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due necessary parties to the reasons identified Junior Credit Agreement and shall be in clauses full force and effect, and a copy of the Junior Lender Waiver, as so executed and delivered, shall have been delivered to the Equity Investors; and (iiv) or (iii) above, the Company shallshall have adopted and filed the Amended Charter (for the avoidance of doubt, to in a form mutually agreed with the extent practicable, Equity Investors) with the Secretary of State of the State of Delaware on or prior to the effectiveness Closing, which shall continue to be in full force and effect as of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Closing. (b) Except The obligations of each Equity Investor to consummate, or cause to be consummated, the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Closing, of each of the following conditions, unless otherwise waived (if permitted by applicable law) in writing by such Equity Investor: (i) all representations and warranties of the Company contained in Annex 3.1 to this Agreement shall be true and correct in all material respects at and as otherwise of the Closing (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects), except, with respect to the representations and warranties set forth or contemplated hereinin clauses (e) through (i) of Annex 3.1 to this Agreement, including as set forth in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms Disclosure Schedule and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to supplement thereto delivered by the Company with to the prior written approval Equity Investors pursuant to Section 4.5, and consummation of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract Closing shall constitute a reaffirmation by the Company without the prior written approval of each of the Reinsurerrepresentations, warranties, covenants and agreements of the Company contained in this Agreement will cover Reinsured Risks incurred as of the Closing (as qualified by the Disclosure Schedule); and (ii) the Company under shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by them at or prior to the Closing. (c) The obligations of the Company to consummate, or cause to be consummated, the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Closing, of each of the following conditions, unless otherwise waived (if permitted by applicable law) in writing by the Company: (i) all representations and warranties of the Equity Investors contained in Annex 3.2 to this Agreement are true and correct in all material respects at and as of the Closing, and consummation of the Closing shall constitute a reaffirmation by each Equity Investor of each of the representations, warranties, covenants and agreements of such LBL Contract Equity Investor contained in this Agreement as if of the non-approved changesClosing; and (ii) the Equity Investors shall have performed, amendments satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or modifications had not been madecomplied with by them at or prior to the Closing.

Conditions. Your obligation to proceed hereunder shall be subject to the accuracy of and compliance with the representations and warranties of the Company herein contained on and as of the date of the Agency Agreement or Terms Agreement and the Closing Date, to the accuracy of the statements made by the Company's officers in any certificate given pursuant to the provisions of such Agency Agreement or Terms Agreement, to the performance by the Company of its obligations thereunder, and to the following additional terms and conditions: (a) The Company, on its own initiative, shall not change No stop order suspending the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms effectiveness of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms Registration Statement shall have been issued, and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) no proceedings for that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shallpurpose shall have been initiated or, to the extent practicableknowledge of the Company, prior threatened, by the Commission, and any request for additional information on the part of the Commission (to be included in the effectiveness of any such change, promptly notify Registration Statement or the Reinsurer of such proposed change and afford the Reinsurer the opportunity, Prospectus or otherwise) shall have been complied with to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)your reasonable satisfaction. (b) You shall not have advised the Company that the Registration Statement or the Prospectus contains an untrue statement of a fact which, in your opinion, is material, or omits to state a fact which, in your opinion, is material and is required to be stated therein, or is necessary to make the statements therein not misleading. (c) Except as otherwise set forth contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been, on a consolidated basis, any material adverse change in the capital stock, short-term debt or contemplated hereinlong-term debt of the Company and its subsidiaries, including or any material adverse change, or any development involving a prospective material adverse change, in paragraph the condition (a) abovefinancial or other), no changesbusiness, amendments net worth or modifications made results of operations of the Company and its subsidiaries, taken as a whole, which, in any such case, is in your reasonable judgment, so material and adverse as to make it impractical or inadvisable to offer or deliver the Notes on or after the Inception Date of the terms and conditions in the manner contemplated in the Prospectus. (d) On the Closing Date, you shall have received the opinion of counsel to the Company, dated the Closing Date, to the effect that: (i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the LBL Contracts State of Delaware; the Company's subsidiaries have been duly incorporated and are existing corporations in good standing under the laws of their respective jurisdictions of incorporation; each of the Company and its subsidiaries has full power and authority (including corporate and other) to conduct its business as described in the Registration Statement; and each of the Company and its subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases any contract riders material properties, or endorsements theretoin which the conduct of its business requires such qualification, except to the extent that the failure to be so qualified would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries considered as a whole; (ii) shall be covered hereunder unless made Each of the Indentures has been duly authorized, executed, delivered and qualified under the Trust Indenture Act; the Notes have been duly authorized; each of the Indentures constitutes, and the Notes, when duly executed, authenticated, issued and delivered as contemplated hereby and by the Reinsurer pursuant respective Indentures, will constitute, valid and legally binding obligations of the Company in accordance with their terms and the terms of the respective Indentures, subject to the Administrative Services Agreement General Qualifications as defined in the Legal Opinion Accord of the American Bar Association Section of Business Law (1991); (iii) All of the outstanding shares of capital stock of each of the Company's subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and the Company owns all outstanding shares of capital stock of each significant subsidiary (as defined in Rule 405 under the Act) (except as otherwise stated in the Prospectus then in use), in each such case subject to no mortgage, pledge, lien, encumbrance, charge or made or consented adverse claim; (iv) The Registration Statement has become effective under the Act and to the best knowledge of such counsel no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, threatened, by the Company Commission; (v) The Registration Statement and the Prospectus, and any amendment or supplement thereto, comply as to form in all material respects with the prior written approval requirements of the Reinsurer. In Act, the event Exchange Act, the Trust Indenture Act and the Rules and Regulations (except that such counsel need express no opinion as to the financial statements and other financial data included therein); and such counsel has no reason to believe that either the Registration Statement or the Prospectus or any such changesamendment or supplement thereto (except as aforesaid) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; the statements made in the Prospectus under the headings "Description of Notes" and "Description of Debt Securities", amendments or modifications are made or consented insofar as they purport to in any LBL Contract summarize provisions of documents specifically referred to therein, fairly present the information called for with respect thereto by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.registration statement form;

Conditions. The following obligations of the Company shall be satisfied or fulfilled on or prior to the date of each Closing, unless otherwise agreed to in writing by the Placement Agent: (a) The CompanyCompany shall have delivered to the Placement Agent, on its own initiativeat the Initial Closing, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes a currently-dated long-form good standing certificate or telegram from the Secretary of State where the Company is incorporated and each other jurisdiction in Applicable Law, which the Company is qualified to do business as a foreign corporation; (ii) the terms articles of incorporation (as amended) of the LBL Contracts or Company and each Subsidiary, as currently in effect, certified by the Secretary of State of the state where the Company and each Subsidiary is incorporated; (iii) by-laws of the requirements Company certified by the secretary of any Governmental Entity. If the Company’s liability under any ; and (iv) certified resolutions of the LBL Contracts is changed because Board of changes made on or after the Inception Date in the terms and conditions Directors of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) aboveCompany approving this Agreement, the Reinsurer will share in sale of the change proportionately to the coinsurance share hereunder Common Stock and the Company Placement Agent Warrants, and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to registration of the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Registrable Securities. (b) Except There shall have occurred no event which has a Material Adverse Effect on the Company or any of the Subsidiaries or any of their respective businesses, assets, prospects or the Company's securities since the date of this Agreement. (c) No litigation or administrative proceeding shall have been threatened or commenced against the Company or any of the Subsidiaries which (i) seeks to enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement or (ii) if adversely determined, would have a Material Adverse Effect on the Company or the Company's securities. (d) The Company shall have delivered to the Placement Agent a certificate of its principal executive and financial officers as otherwise to the matters set forth in Paragraphs 8(a), (b) and (c) of this Agreement and to the further effect that (i) neither the Company nor any Subsidiary is in default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, agreement or contemplated hereinother instrument to which it is a party, including except as disclosed in paragraph the Financial Statements or the Memorandum and except where such default has not and will not have a Material Adverse Effect; (aii) above, no changes, amendments or modifications the Company's representations and warranties contained in this Agreement are true and correct in all respects on such date with the same force and effect as if made on such date; (iii) there has been no amendment or after changes to the Inception Date Company's or Subsidiaries' articles of the terms and conditions of the LBL Contracts (including to any contract riders incorporation or endorsements thereto) shall be covered hereunder unless made by the Reinsurer by-laws or authorizing resolutions from those delivered pursuant to Paragraph 8(a) of this Agreement; and (iv) no event has occurred which, with or without the Administrative Services Agreement lapse of time or made giving of notice, or consented to both, would constitute a breach or default thereof by the Company or any Subsidiary or would cause acceleration of any obligation of the Company or any Subsidiary, or could adversely affect the business, operations, financial condition or prospects of the Company. (e) The Placement Agent shall have received the opinion of Orri▇▇, ▇▇rr▇▇▇▇▇▇ & ▇utc▇▇▇▇▇ ▇▇▇, counsel for the Company, dated as of the Closing date in form and substance reasonably satisfactory to the Placement Agent and its counsel. (f) The Company shall have prepared and filed or delivered to counsel for filing with the prior written approval SEC and any states in which such filing is required, a Form D relating to the sale of the Reinsurer. In Common Stock and such other documents and certificates as are required. (g) Subscriptions for at least the event that any such changes, amendments or modifications are made or consented to in any LBL Contract Minimum Amount of Common Stock shall have been accepted by the Company without Company. (h) In addition to the prior written approval right of the ReinsurerPlacement Agent to terminate this Agreement and not consummate the transactions contemplated by this Agreement as a result of the failure of the Company to comply with any of its obligations set forth in this Agreement, this Agreement will cover Reinsured Risks incurred may be terminated by the Placement Agent by written notice to the Company under at any time prior to the Initial Closing if, in the Placement Agent's sole judgment, (i) the Company and/or Subsidiaries shall have sustained a loss that is material to the Company or its Subsidiaries, taken as a whole, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Company's Common Stock; (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Company's Common Stock (not in force and effect on the date of this Agreement); (iv) a banking moratorium shall have been declared by Federal or New York State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such LBL Contract as if bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the non-approved changesPlacement Agent reasonably believes is likely to have a Material Adverse Effect on the business, amendments financial condition or modifications had not financial statements of the Company or the market for the Common Stock; (vii) the Common Stock shall have been madedelisted from NASDAQ or the Company shall have received notice from NASDAQ advising the Company of its intention to have the Common Stock delisted from NASDAQ, whether conditional or otherwise, or the Company shall fail to meet the requirements for continued listing on NASDAQ; or (viii) there shall have been, in the Placement Agent's judgment, a material decline in the Dow Jone▇ ▇▇▇ustrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement.

Conditions. Company will apply its best efforts in good faith to satisfy all closing conditions set forth below. The obligations of Parent and Sub to consummate the transactions provided for hereby are subject, in the reasonable commercial judgment of Parent, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Parent: (a) The Companythe representations and warranties contained in Article IV of this Agreement shall be true and correct as of the date hereof and as of the Effective Time as though made on and as of the Effective Time (except that those representations and warranties that address matters only as of a particular date need only be true and correct as of such date); (b) the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents set forth in Section 7.1(c) of the Disclosure Schedule, on its own initiativeand all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made; (d) no Court Order, Action or proceeding shall have been instituted which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) no Person who or which is not a party to this Agreement shall have commenced or threatened to commence any Action seeking to restrain or prohibit, or to obtain damages in connection with, the transactions contemplated by this Agreement or the Ancillary Agreements; (f) there shall not have occurred any event, change or condition that, individually or in the terms aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (g) holders representing at least fifty-one percent (51%) of the outstanding voting equity of the Company shall have consented to, approved and conditions adopted this Agreement and the Merger; (h) each Company Equity Holder and each holder of any LBL Contracta voting interest in the Company Major Holder shall have executed the Investor Representation Letter and the Stockholder Letter, other than for any changes that are required due to respectively, a forms of which is attached hereto as Exhibit 7.1(h). (i) changes 80% of those Company employees to whom an Employing Entity issued Offer Letters shall have accepted such offers of employment. (j) each of the Persons designated on Exhibit 7.1(j)(1) shall have executed Non-Competition and Non-Solicitation Agreements, forms of which are attached hereto as Exhibit 7.1(j)(2); (k) the Company shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in Applicable Lawform and content satisfactory to Parent; (l) Company shall have delivered an estimated closing date balance sheet dated as of the Closing Date; (m) Company shall have delivered evidence that it has paid or set aside and accrued payment for severance amounts due to all terminated Company Employees (which accruals shall be deemed to be part of the Estimated Balance Sheet); (n) each Company Agent shall have executed a Foreign Corrupt Practices Act certificate, a form of which are attached hereto as Exhibit 7.1(n); (iio) Each of Fluid Machines, Inc. and Fluid Machines International d.o.o. shall have executed a Quit Claim in favor of the Company, in the form attached hereto as Exhibit 7.1(o), assigning all of its interests in all of its respective assets to the Company; (p) the Company shall be the holder of 100% of the equity interest in PEI Agent, Inc.; (q) PEI Inc. shall have changed its corporate name so that it no longer includes the words “Pump Engineering”; (r) the Company shall have disposed of the Monroe Property in accordance with the terms of the LBL Contracts or Real Property Transfer Agreement; and (iiis) the requirements of any Governmental Entity. If Company shall have delivered the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including documents required to any contract riders or endorsements thereto) that are required due be delivered by them pursuant to the reasons identified in clauses (iSection 9.1(a), (ii) or (iii) above, the Reinsurer will share in the change proportionately form and content satisfactory to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Parent. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.

Conditions. Purchaser’s and Seller’s respective obligations to consummate the transactions described herein shall be contingent upon: (a) The Companyrepresentations, on its own initiativewarranties, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms covenants of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any other party set forth in this Agreement being true and correct in all material respects on and as of the LBL Contracts is changed because date of changes Closing in the same manner and with the same effect as though such representations, warranties and covenants had been made on or after the Inception Date in the terms and conditions as of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).Closing; and (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date As of the terms Closing Date, the other party shall have performed its obligations hereunder in all material respects and conditions of the LBL Contracts (including all deliveries to any contract riders or endorsements thereto) be made at Closing shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurerhave been tendered. In the event that any such changes, amendments or modifications are made or consented a condition precedent to in any LBL Contract the obligations of a party shall not occur by the Company without Closing and the prior written approval occurrence of such condition is not waived by such party, then this Agreement shall terminate, the Deposit (less $25,000.00 which shall be paid to Seller) shall be paid to the Purchaser (except in the event Purchaser’s representation and warranties are not true in all material respects, in which event the entire Deposit will be paid over to Seller) and neither party shall have any further obligation to the other except for such obligation which by its terms is stated to survive the termination of this Agreement. Provided, however, the failure of any of the Reinsurer, conditions in this paragraph 6 to occur that is a result of a default by a party under this Agreement will cover Reinsured Risks incurred by shall remain subject to the Company under such LBL Contract as if rights and remedies of the non-approved changesdefaulting party under paragraph 13, amendments but provided further, however, with respect to subsection 6(a) above, a change in circumstances occurring after the Effective Date and prior to the Closing Date (as hereinafter defined) which shall make a representation or modifications had warranty no longer true and correct, shall not been madebe a default hereunder (unless such change in circumstance was caused by the party making the representation) but shall give rise to a failure of the condition precedent to the other party’s obligation to close on the Project under Paragraph 6(a) and the rights of the parties hereto shall be limited to those set forth in the first sentence of this paragraph, and except that the failure of a representation or warranty to be true and correct when made shall be deemed to be default under this Agreement.

Conditions. (a) The Company, on its own initiative, shall not change obligations of the terms Parties to consummate the Transactions and conditions the effectiveness of this Agreement with respect to such obligations are subject to the execution and delivery of signature pages for this Agreement and/or any LBL Contract, other than for any changes that are required due to Participant Agreements by (i) changes in Applicable Laweach case, the Company, and (ii) Participants that collectively hold no less than 70% of the aggregate principal amount of the Existing Notes (the “Minimum Threshold Condition”) (it being understood, for the avoidance of doubt, that, upon execution by the Parties, the Parties shall be bound by and subject to the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) , except as described above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise The Consummation of the Exchange Offer is subject to the satisfaction of the conditions precedent set forth in the Offering Memorandum (collectively, the “Consummation Conditions”), including, among other things: (1) the affirmative vote of the requisite percentage of shares of Common Stock outstanding to increase the authorized share capital of the Company; (2) the affirmative vote of the requisite percentage of shares of Common Stock outstanding to approve the Exchange Offer; (3) the holders of the minimum percentage of aggregate principal amount of Existing Notes outstanding required to validly and effectively tender the Existing Notes as contemplated hereby and by the Offering Memorandum (and as may be reduced in accordance with Section 7(f) hereof) (the “Minimum Tender Condition”); (4) the consummation of the New Capital Financing on the terms set forth in Exhibit B attached hereto; (5) at the time of Consummation, no action, suit or contemplated proceeding by or before any court of governmental agency, authority or body or any arbitrator involving the Company Group or their respective properties is pending or, to the knowledge of the Company, threatened that would reasonably be expected to have a Material Adverse Effect; (6) no injunctive order or any other statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company Group or any of their respective properties shall prohibit or otherwise restrict the Consummation; (7) the amendment to the Company’s fifth amended and restated credit agreement, dated as of November 8, 2013, among the Company, as borrower, Toronto Dominion (Texas) LLC, as administrative agent, ▇▇▇▇▇ Fargo Bank, N.A., as syndication agent, Natixis, The Bank of Nova Scotia and Fifth Third Bank, as co-documentation agents and the various lenders and other parties thereto (the “First Lien Credit Agreement”), substantially in accordance with the terms set forth in Exhibit C attached hereto and allowing for the Consummation of the Exchange Offer and the issuance of the New Second Lien Notes and the New Unsecured Notes; (8) the amendment of the Indenture to allow for the issuance of the New Second Lien Notes and the New Unsecured Notes; (9) the Company shall have delivered the certificates and otherwise complied with the covenant as set forth in Section 7(i) herein; and (10) all consents under applicable law, including in paragraph (a) aboveany HSR Approvals, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to extent necessary (as reasonably determined by the Company and the Required Holders after joint consultation with counsel) for the prior written approval Consummation of the Reinsurer. In Exchange Offer and the event that any such changes, amendments or modifications are made or consented to in any LBL Contract acquisition of the Common Stock by the Company without the prior written approval of the ReinsurerHolders, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not shall have been madeobtained.

Conditions. Purchaser’s and Seller’s respective obligations to consummate the transactions described herein shall be contingent upon: (a) The Companyrepresentations, on its own initiative, shall not change the terms warranties and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms covenants of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any other party set forth in this Agreement being true and correct in all material respects on and as of the LBL Contracts is changed because date of changes Closing in the same manner and with the same effect as though such representations, warranties and covenants had been made on or after the Inception Date in the terms and conditions as of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).Closing; and (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date As of the terms Closing Date, the other party shall have performed its obligations hereunder in all material respects and conditions of the LBL Contracts (including all deliveries to any contract riders or endorsements thereto) be made at Closing shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurerhave been tendered. In the event that a condition precedent to the obligations of a party shall not occur by the Closing and the occurrence of such condition is not waived by such party, then this Agreement shall terminate, the Deposit (less $25,000.00 which shall be paid to Seller) and the Prepayment shall be paid to Purchaser (except in the event Purchaser’s representations and warranties are not true in all material respects, in which event the entire Deposit and the Prepayment will be paid over to Seller) and neither party shall have any further obligation to the other except for such changesobligation which, amendments by its terms and stated to survive the termination of this Agreement. Provided, however, the failure of any of the conditions in this paragraph 6 to occur that is a result of the default by a party under this Agreement shall remain subject to the rights and remedies of the non-defaulting party under paragraph 13, but provided further, however, with respect to subsection 6(a) above, a change in circumstances occurring after the Effective Date and prior to the Closing Date (as hereinafter defined) which shall make a representation or modifications are warranty no longer true and correct, shall not be a default hereunder (unless such change in circumstance was caused by the party making a representation) but shall give rise to a failure of the condition precedent to the other party’s obligation to close on the Project under Paragraph 6(a) and the rights of the parties hereto shall be limited to those set forth in the first sentence of this paragraph, and except that the failure of a representation or warranty to be true and correct when made shall be deemed to be default under this Agreement.” 7. Paragraph 8(a) is hereby amended and restated in its entirety to read as follows: (a) If, prior to the Closing, action is initiated to take all or consented such portions of the Real Property of the Project such as to have an adverse impact on the Project, by eminent domain proceedings or by deed in lieu thereof, Seller shall, within ten (10) days after having knowledge thereof, notify Purchaser in writing, and Purchaser may either (i) terminate this Agreement and receive a return of the Deposit and the Prepayment by delivering written notice to Seller within ten (10) days after receipt of Seller’s notice, or (ii) consummate the Closing, in which latter event the award of the condemning authority shall be assigned by Seller to Purchaser at the Closing.” 8. The first sentence of Paragraph 8(c) is hereby amended and restated as follows: “If the damage referred to in any LBL Contract by Paragraph 8(b) would, in the Company without the prior written approval reasonable estimate of the ReinsurerSeller, cost in excess of Five Hundred Thousand Dollars ($500,000.00), this Agreement will cover Reinsured Risks incurred may, at the option of Purchaser, be terminated, and Purchaser shall receive a return of the Deposit and the Prepayment by delivering written notice of termination to Seller within ten (10) days after receipt of Seller’s notice.” 9. The eighth sentence of Paragraph 9 of the Company under Agreement is hereby amended to read as follows: “If Purchaser elects to terminate this Agreement pursuant to the preceding sentence, this Agreement shall be terminated, the Deposit (less $25,000.00 which shall be paid to Seller) and the Prepayment shall be returned to Purchaser, and neither Purchaser nor Seller shall have any further rights or obligations hereunder, except for the survival of those provisions expressly provided for herein.” 10. Pursuant to Paragraph 10(c) of the Agreement, on or before November 21, 2005, Purchaser notified Seller in writing of its Title Objections. Within five (5) business days after Seller’s receipt of Purchaser’s notice of the Title Objections, Seller informed Purchaser which of the Title Objections it intended to cure or remove prior to Closing, and which Title Objections that it was unable or unwilling to cure. Pursuant to Paragraph 10(c) Purchaser would have five (5) business days after receipt (or deemed receipt) of Seller’s notice of its intentions to cure or not to cure within which to terminate the Agreement and receive a return of the Deposit. Seller hereby agrees to extend such LBL Contract five (5) business day period (which would, pursuant to Paragraph 10(c) of the Agreement, expire on December 1, 2005), until 5:00 p.m. Central Time on the earlier of (i) such date that is three (3) business days after receipt by Purchaser of the revised survey and the revised title commitment to be delivered to Purchaser by Seller, or (ii) December 12, 2005; and Purchaser shall have until 5:00 p.m. Central Time on such date to terminate the Agreement and receive a return of the Deposit and the Prepayment. In the event Purchaser does not terminate the Agreement, those Title Objections that Seller has informed Purchaser that it is unwilling or unable to cure shall become Permitted Exceptions. 11. Paragraph 13 of the Agreement is hereby amended and restated in its entirety to read as if the non-approved changes, amendments or modifications had not been made.follows:

Conditions. The undertaking of the Purchaser to purchase the Purchase Shares in accordance with Article 2 is subject to all of the following conditions being met; whereby conditions (a), (b), (c) and (g) (except regarding Article 11(b)) may be waived by the Purchaser without the consent of the Sellers, condition (d) may be waived by the Party affected by such judgment, injunction, other authoritative measure or action, conditions (e) and (f) may be waived only by the consent of the Purchaser and of the Sellers (represented for such purposes by the Agents) and condition (g) (only regarding Article 11(b)) may be waived by the Sellers (represented for such purposes by the Agents) without the consent of the Purchaser: (a) The Company, on its own initiative, Holders of Shares shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due have acceded to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date this Agreement in the terms and conditions capacity of the LBL Contracts Sellers in accordance with Article 2.3 (including to any contract riders or endorsements theretoa) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to necessary so that the effectiveness number of any such change, promptly notify Purchase Shares exceeds 80% of the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Outstanding Shares. (b) Except as otherwise set forth Between the Signing Date and the Closing Date, the business of the Companies shall have been carried out in the ordinary course of business in accordance with Article 6.1.1. Colgate / GABA Share Purchase Agreement (c) Between the Signing Date and (including) the Closing Date, there shall have been or contemplated hereinbe no Material Adverse Effect. (d) The Closing shall not have been prohibited by a judgment or injunction or other authoritative measure, including and there shall be no action pending or threatened in paragraph writing of any person other than the Sellers or the Purchaser or their respective affiliates which is reasonably likely to be successful and which (ai) aboveeither seeks to prohibit or materially interfere with this Agreement or the Closing, no changesor (ii), amendments or modifications made on or if it were successful, would result in a Material Adverse Effect after the Inception Date Closing. (e) All the necessary authorizations shall have been obtained and/or the competent authorities, with regard to competition issues, shall have put an end to any waiting period, pursuant to the applicable laws on merger control, or said waiting periods shall have expired. For the avoidance of doubt, any authorizations not prohibiting the transaction contemplated under this Agreement as a whole shall be deemed to be a valid authorization under this Article irrespective of the terms and conditions (BEDINGUNGEN UND AUFLAGEN) of such authorization. Notwithstanding anything else in this Agreement, the Purchaser shall have the right to terminate this Agreement if the Purchaser, as a consequence of this transaction, has an obligation to divest or terminate the business relating to the production and/or distribution of a major toothpaste brand in Germany as defined in SCHEDULE 7.1.1. (f) The shareholders of GABA Holding which are not Initial Sellers shall have been given the opportunity in accordance with Article 2.3(a) to accede to this Agreement. (g) There shall be no breach of the LBL Contracts Representations and Warranties contained in Articles 8.1 (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval Corporate Existence and Capitalization of the Reinsurer. In Companies), 8.3 (Purchase Shares), 8.4 (Authority Relative to this Agreement) and 11(b) regarding authority relative to this Agreement, and no other breach of Representations and Warranties which has a Material Adverse Effect, and the event that any such changesSellers shall have complied with their obligations set forth in Article 6.1.3 (Exclusivity) and, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurerall material respects, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madewith their other obligations set forth in Article 6.1.

Conditions. 10.1 The obligation of SCOLP to consummate the acquisition of the Partnership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of SCOLP hereunder which, if not performed or determined to be acceptable to SCOLP on or before the Contribution Date (unless a different time for performance is expressly provided herein), shall permit SCOLP, at its sole option (understanding SCOLP may proceed to close upon the failure of any condition and preserve its remedies hereunder), to declare this Agreement null and void and of no further force and effect by written notice to Associates, whereupon none of Associates, the Owner, the Limited Partners or SCOLP shall have any further obligations hereunder to the other except for any provision hereof which expressly survives the termination of this Agreement (provided that SCOLP shall have the right to waive any one or all of such conditions): (a) The Company, SCOLP has not terminated this Agreement on its own initiative, shall not change or before the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms expiration of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date Investigation Period as provided in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Section 9.1 herein. (b) Except On the Contribution Date, title to the Project and the Partnership Interests shall be in the condition required by this Agreement and the Title Company shall be in a position to issue the title policy pursuant to the Commitment. (c) Associates, Owner and the Limited Partners shall have complied with and performed all covenants, agreements and conditions on their part to be performed under this Agreement within the time herein provided for such performance. (d) The representations, warranties and agreements of Associates and Owner contained herein and in all documents and agreements executed pursuant hereto are and shall be true and correct as of the date hereof and as of the Contribution Date in all material respects. (e) From and after the date hereof to the Contribution Date, there shall have been no material adverse change in or to the Project, the business conducted thereon or Owner. (f) No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement or which would affect the right of SCOLP to own, operate and control the Owner or the Project. (g) The Consent to Transfer Approval shall have been obtained on terms and conditions satisfactory to SCOLP. If SCOLP is unable to obtain a satisfactory Consent to Transfer Approval within ninety (90) days after the Effective Date (the “Approval Deadline Date”), then SCOLP shall have the right to terminate this Agreement by written notice of such termination given to Associates and Owner on or before the Approval Deadline Date then in effect. SCOLP has the right to extend the Approval Deadline Date by one sixty (60) day period by notice of such extension given to Owner and Associates prior to the Approval Deadline Date then in effect. If SCOLP does not give this notice on or before the Approval Deadline Date (as the same may have been extended), then this condition shall be deemed waived by SCOLP. (h) Closing pursuant to the terms of All of the Other Acquisition Agreements contemporaneously with the Closing under this Agreement is a condition of Closing under this Agreement unless the failure to close any of All of the Other Acquisition Agreements is due to the default of SCOLP (or other purchaser, as appropriate) under such agreements; or unless the failure to close any of All of the Other Acquisition Agreements is due to the exercise of a right to terminate in connection with casualty or condemnation of a project. (i) In the event a duly organized homeowners’ association operates at the Project, or it is otherwise set forth determined Section 723.071 of the Florida Statute applies to the Project, Associates’ special legal counsel shall deliver to Associates a legal opinion (at SCOLP’s sole cost and expense), in form and substance satisfactory to SCOLP and Associates and upon which they may rely, as to the full compliance of this transaction with Section 723.071 of the Florida Statutes. In the alternative, Associates shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under Section 723.071 in form and substance sufficient for the Title Company to eliminate any exception resulting from such statute. 10.2 The obligation of Associates and the Limited Partners to consummate the contribution of the Partnership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of Associates hereunder which, if not performed or contemplated determined to be acceptable to Associates on or before the Contribution Date (unless a different time for performance is expressly provided herein), including in paragraph shall permit Associates, at its sole option (understanding Associates may proceed to close upon the failure of any condition and preserve its remedies hereunder), to declare this Agreement null and void and of no further force and effect by written notice to the SCOLP, whereupon none of Associates, the Owner, the Limited Partners nor SCOLP shall have any further obligations hereunder to the other except for any provision hereof which expressly survives the termination of this Agreement (provided that Associates shall have the right to waive any one or all of such conditions): (a) aboveSCOLP shall have complied with and performed all covenants, no changesagreements and conditions on its part to be performed under this Agreement within the time herein provided for such performance. (b) The representations, amendments or modifications made on or after the Inception Date warranties and agreements of SCOLP contained herein and in all documents and agreements executed pursuant hereto are and shall be true and correct as of the date hereof and as of the Contribution Date in all material respects. (c) Associates and/or the Limited Partners shall have received the consideration provided in Section 2 above. (d) No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement. (e) The Consent to Transfer Approval shall have been obtained on terms and conditions of the LBL Contracts satisfactory to Associates. (including to any contract riders or endorsements theretof) shall be covered hereunder unless made by the Reinsurer Closing pursuant to the Administrative Services Agreement or made or consented to by terms of All of the Company Other Acquisition Agreements contemporaneously with the prior written approval Closing under this Agreement is a condition of Closing under this Agreement unless the failure to close any of All of the Reinsurer. Other Acquisition Agreements is due to the default of the Owner, the Limited Partners or Associates (or other seller, as appropriate) under such agreements; or unless the failure to close any of All of the Other Acquisition Agreements is due to the exercise of a right to terminate in connection with casualty or condemnation of a project; or unless any party which is entitled to do so is exercising its rights to purchase any project subject to the Other Contribution Agreements pursuant to Section 723.071 of the Florida statutes. (g) In the event that any such changesa duly organized homeowners’ association operates at the Project, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval it is otherwise determined Section 723.071 of the ReinsurerFlorida Statute applies to the Project, Associates’ special legal counsel shall deliver to Associates a legal opinion (at SCOLP’s sole cost and expense), in form and substance satisfactory to it, as to the full compliance of this Agreement transaction with Section 723.071 of the Florida Statutes. 10.3 The parties acknowledge that the Total Agreed Value provided for in the Summary of Terms was arrived at after giving due consideration to the tax treatment of this transaction by Associates and SCOLP. A cash payment to Associates in exchange for the Partnership Interests would trigger a significantly greater present tax liability than is the case under the transaction provided for in this Agreement. Should SCOLP, for reasons outside of its control, be unable to issue Units to Associates and the Limited Partners at Closing, the cash purchase price will cover Reinsured Risks incurred by be the Company under amount set forth on the Summary of Terms and SCOLP shall deposit 15% of such LBL Contract cash purchase price in escrow as if the non-approved changes, amendments or modifications had not been madean ▇▇▇▇▇▇▇ money deposit pending Closing.