Common use of Purchaser Closing Conditions Clause in Contracts

Purchaser Closing Conditions. Purchaser’s obligation to close the Transaction is subject to the satisfaction of each of the following conditions (the “Purchaser Closing Conditions”) at or prior to Closing: (a) the Vendors’ representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) the Vendors have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) each Notice or filing listed on Schedule 4.5 has been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force; (d) Purchaser and the Shareholders, acting on behalf of all Vendors, have agreed on the Financial Statements and the Interim Financial Statements; (e) the combined adjusted earnings before interest, taxes, depreciation and amortization in respect of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014; (f) no material adverse change in the assets, financial condition, operations, operating results or prospects of any Standard Company has occurred since the date of this Agreement; (g) no Suit has been initiated or Threatened since the date of this Agreement that challenges or seeks damages or other relief in connection with the Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Transaction; (h) Fenix has approved the pricing and other terms of the IPO; (i) The Consolidated Standard Group shall have a combined cash balance as of Closing in an amount not less than $1,500,000; (j) the Registration Statement has been declared effective; and (k) closing of the other combination agreements and closing of the IPO have both taken place concurrently with the closing of this Agreement. Purchaser may waive any condition specified in this Section 9.1 by a written waiver delivered to the Shareholders, acting on behalf of all of the Vendors, at any time prior to or at Closing.

Purchaser Closing Conditions. Purchaser’s obligation to close The respective obligations of the Transaction is Purchasers hereunder in connection with the Closing are subject to the satisfaction of each of the following conditions (the “Purchaser Closing Conditions”) at or prior to Closingbeing met: (ai) the Vendors’ accuracy in (x) all respects of the Fundamental Representations of the Company as of the date of this Agreement and as of the Closing Date (except for such Fundamental Representations that expressly speak as of an earlier date, which representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, are shall be true and correct on only as of such specified date) and (y) all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) of the other representations and warranties of the Company contained herein as of the date of this Agreement and as of the Closing Date as if made at and as of Closing (other than except for representations and warranties that address matters expressly speak as of a certain an earlier date, which were representations and warranties shall be true and correct only as of that such specified date); (bii) the Vendors have executed all obligations, covenants and delivered all agreements of the documents and instruments that they are Company required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy be performed at or prior to Closingthe Closing shall have been performed in all material respects; (c) each Notice or filing listed on Schedule 4.5 has been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force; (d) Purchaser and the Shareholders, acting on behalf of all Vendors, have agreed on the Financial Statements and the Interim Financial Statements; (eiii) the combined adjusted earnings before interest, taxes, depreciation and amortization in respect delivery by the Company of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014; (f) no material adverse change items set forth in the assets, financial condition, operations, operating results or prospects of any Standard Company has occurred since the date Section 2.3 of this Agreement; (giv) there shall have been no Suit has been initiated or Threatened Material Adverse Effect with respect to the Company since the date of this Agreement that challenges or seeks damages or other relief in connection with the Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Transaction; (h) Fenix has approved the pricing and other terms of the IPO; (i) The Consolidated Standard Group shall have a combined cash balance as of Closing in an amount not less than $1,500,000; (j) the Registration Statement has been declared effectivehereof; and (kv) closing of from the other combination agreements and closing of the IPO have both taken place concurrently with the closing of this Agreement. Purchaser may waive any condition specified in this Section 9.1 by a written waiver delivered date hereof to the ShareholdersClosing Date, acting on behalf of all of trading in the VendorsCommon Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Purchaser Closing Conditions. Purchaser’s obligation The obligations of the Purchaser to close consummate the Transaction is subject to the satisfaction (or waiver in writing by the Purchaser) of each all of the following conditions precedent (the “"Purchaser Closing Conditions”) at or prior to Closing:" and together with the Mutual Closing Conditions and the Company Closing Conditions, the "Closing Conditions"): 2.3.1. The representations and warranties of the Company set forth herein shall be true and correct in all respects as of the date hereof and in all material respects (a) the Vendors’ except for those representations and warranties that are qualified by materiality and except for those representations and warranties in Article 4Sections 4.1, as qualified or limited by any exceptions in the Schedules to Article 44.2 and 4.3, are all of which shall be true and correct on in all respects) as of the Closing Date Date, as if made at and as of Closing such time (other than representations and warranties that address matters in each case, except to the extent expressly made as of a certain an earlier date, in which were true and correct case as of that such date);. (b) the Vendors 2.3.2. The Company shall have executed and delivered all of the documents and instruments that they are required to execute and deliver performed or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects with all covenants and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date. 2.3.3. All of the other obligationsdocuments to be delivered by the Company pursuant to Section 3 below shall be in a form as attached to this Agreement, agreements or, if not attached, in a form and conditions under this Agreement that they are required substance reasonably satisfactory to perform, comply with or satisfy the Purchaser and shall be delivered to the Purchaser at or prior to the Closing;. (c) each Notice or filing listed on Schedule 4.5 has 2.3.4. From the date hereof until the Closing there will have been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force; (d) Purchaser and the Shareholders, acting on behalf of all Vendors, have agreed on the Financial Statements and the Interim Financial Statements; (e) the combined adjusted earnings before interest, taxes, depreciation and amortization in respect of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014; (f) no material adverse change in the assets, financial condition, operationsbusiness, liabilities, assets, properties or operating results or prospects of any Standard Company has occurred since the date of this Agreement; (g) no Suit has been initiated or Threatened since the date of this Agreement that challenges or seeks damages or other relief in connection with the Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Transaction; (h) Fenix has approved the pricing and other terms of the IPO;Company and its subsidiaries, taken as a whole. 2.3.5. The Other PIPE Investors (ias defined below) The Consolidated Standard Group shall have a combined cash balance as entered into binding agreements for investment in the Ordinary Shares for aggregate gross proceeds to the Company, including the investment by the Purchaser contemplated hereunder, of Closing in an amount not no less than $1,500,000; (j) the Registration Statement has been declared effective; and (k) closing of the other combination agreements 5,000,000 and closing of the IPO have both taken place concurrently with the closing of this Agreement. Purchaser may waive any condition specified in this Section 9.1 by a written waiver delivered to such transactions shall have occurred prior to, or simultaneously with, the Shareholders, acting on behalf of all of the Vendors, at any time prior to or at Closing.

Purchaser Closing Conditions. Purchaser’s obligation The obligations of each Purchaser to close consummate the Transaction is transactions contemplated hereby shall be subject to the satisfaction or waiver of each of the following conditions (the “Purchaser Closing Conditions”) at or prior to Closingconditions: (ai) the Vendors’ representations Each representation and warranties warranty contained in Article 4, Section 3.1 shall be true when made and on and as qualified or limited by any exceptions in the Schedules to Article 4, are true and correct on of the Closing Date as if though such representation and warranty had also been made at on and as of the Closing Date (other than representations and warranties that address matters expressly made as of a certain another date, which were shall be true and correct as of that such other date);, except to the extent that any such inaccuracies, individually or in the aggregate, would not have and would not reasonably be expected to have a Material Adverse Effect (it being understood and agreed that any materiality or Material Adverse Effect limitations in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Material Adverse Effect for purposes of this Section 2.3(c)(i)), and the Company has delivered to Purchasers a certificate, executed by the Chief Executive Officer and the Principal Financial Officer of the Company, dated the Closing Date, certifying to the fulfillment of the conditions specified in this Section 2.3(c)(i), and certifying with respect to the Company’s certificate of incorporation, bylaws and Board of Directors’ resolutions relating to the transactions contemplated hereby. (bii) the Vendors The Company shall have executed performed and delivered complied in all of the documents material respects with all agreements and instruments that they are conditions contained in this Agreement required to execute and deliver be performed or enter into complied with by the Company prior to or at Closingthe Closing and the Company has delivered to Purchasers a certificate, executed by the Chief Executive Officer and have performed, complied with or satisfied in all material respects all the Principal Financial Officer of the other obligationsCompany, agreements and conditions under this Agreement that they are required dated the Closing Date, certifying to perform, comply with or satisfy at or prior to Closing; (c) each Notice or filing listed on Schedule 4.5 has been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force; (d) Purchaser and the Shareholders, acting on behalf of all Vendors, have agreed on the Financial Statements and the Interim Financial Statements; (e) the combined adjusted earnings before interest, taxes, depreciation and amortization in respect fulfillment of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014; (f) no material adverse change in the assets, financial condition, operations, operating results or prospects of any Standard Company has occurred since the date of this Agreement; (g) no Suit has been initiated or Threatened since the date of this Agreement that challenges or seeks damages or other relief in connection with the Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Transaction; (h) Fenix has approved the pricing and other terms of the IPO; (i) The Consolidated Standard Group shall have a combined cash balance as of Closing in an amount not less than $1,500,000; (j) the Registration Statement has been declared effective; and (k) closing of the other combination agreements and closing of the IPO have both taken place concurrently with the closing of this Agreement. Purchaser may waive any condition conditions specified in this Section 9.1 2.3(c)(ii). (iii) The Company shall have made all the deliveries required by a written waiver delivered Section 2.3(a) in form and substance reasonably satisfactory to the Shareholders, acting on behalf of all of the Vendors, at any time prior to or at Closingeach Purchaser.

Purchaser Closing Conditions. Purchaser’s obligation The obligations of the Purchasers to close effect the Transaction is Closing are also subject to the satisfaction of each or, to the extent permitted by applicable Law, waiver by Purchasers whose aggregate Subscription Amounts represent a majority of the following conditions (the “Purchaser Closing Conditions”) aggregate Subscription Amounts of all Purchasers at or prior to Closingthe Closing of the following conditions: (ai) (A) the Vendors’ representations and warranties of the Company set forth in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, are Section 3.1 shall be true and correct on in all material respects (other than Sections 3.1(b)(i), 3.1(c), 3.1(d), 3.1(f), 3.1(g), 3.1(s), 3.1(u) or 3.1(w) or any other representations qualified by materiality which, in each case, shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date as if though made at on and as of Closing such date (other than representations and warranties except to the extent that address matters such representation or warranty speaks to an earlier date, in which case as of a certain date, which were true and correct as of that such earlier date); (bii) the Vendors have executed and delivered all there shall not be pending any suit, action or proceeding by any Governmental Authority or shareholder of the documents and instruments that they are required Company (other than a Purchaser or its Affiliates) seeking to execute and deliver restrain, enjoin or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all prohibit the consummation of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) each Notice or filing listed on Schedule 4.5 has been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force; (d) Purchaser and the Shareholders, acting on behalf of all Vendors, have agreed on the Financial Statements and the Interim Financial Statements; (e) the combined adjusted earnings before interest, taxes, depreciation and amortization in respect of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014; (f) no material adverse change in the assets, financial condition, operations, operating results or prospects of any Standard Company has occurred since the date of transactions contemplated by this Agreement; (giii) no Suit has been initiated or Threatened since the date of Company shall have performed and complied with, in all material respects, its obligations, covenants and agreements required to be performed by it pursuant to this Agreement that challenges at or seeks damages or other relief in connection with prior to the Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the TransactionClosing; (hiv) Fenix has approved the pricing and other terms of Company shall have delivered to the IPOPurchasers all deliverables required to be delivered by the Company pursuant to Section 2.2(a); (iv) The Consolidated Standard Group the OEP Acquisition Agreement shall have a combined cash balance as of Closing be in an amount full force and effect and the Company shall not less than $1,500,000be in breach thereof in any material respect; (jvi) both of (A) the Registration Statement has First Lien Credit Agreement and (B) the Specified Second Lien Credit Agreement shall, in each case, be in full force and effect and no “Default” or “Event of Default” thereunder shall have occurred and be continuing; (vii) a number of Underlying Shares at least equal to the Required Minimum for all of the Purchased Shares as of the Closing Date shall have been declared effectivereserved by the Company and approved, subject to official notice of issuance, for listing on the NYSE American; and (kviii) closing no notice of delinquency or delisting from the other combination agreements and closing of NYSE American shall have been received by the IPO have both taken place concurrently Company with the closing of this Agreement. Purchaser may waive any condition specified in this Section 9.1 by a written waiver delivered respect to the Shareholders, acting on behalf of all of the Vendors, at any time prior to or at ClosingCommon Stock.

Purchaser Closing Conditions. Purchaser’s obligation The obligations of Purchaser to close effect the Transaction is Closing are also subject to the satisfaction of each of or, to the following conditions (the “extent permitted by applicable Law, waiver by Purchaser Closing Conditions”) at or prior to Closingthe Closing of the following conditions: (ai) (A) the Vendors’ representations and warranties of the Company set forth in Article 4Section 3.1 (other than Sections 3.1(c), as qualified 3.1(d), 3.1(e), 3.1(i)(i) or limited by any exceptions in the Schedules to Article 4, are 3.1(x)) shall be true and correct on (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) as of the date of this Agreement and as of the Closing Date as if though made at on and as of Closing such date (other than except to the extent that such representation or warranty speaks to an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties that address matters as to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) the representations and warranties of a certain date, which were the Company set forth in Sections 3.1(i)(i) and 3.1(x) shall be true and correct as of the date of this Agreement and as of the Closing Date and (C) the representations and warranties of the Company set forth in Sections 3.1(c), 3.1(d) and 3.1(e) shall be true and correct (without giving effect as to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that such representation or warranty speaks to an earlier date, in which case as of such earlier date); (bii) the Vendors Company shall have executed performed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closingcomplied with, and have performed, complied with or satisfied in all material respects all of the other respects, its obligations, covenants and agreements and conditions under required to be performed by it pursuant to this Agreement that they are required to perform, comply with or satisfy at or prior to the Closing; (ciii) each Notice or filing listed on Schedule 4.5 has been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force; (d) the Company shall have delivered to Purchaser and the Shareholders, acting a certificate signed on behalf of all Vendors, the Company by an executive officer and dated as of the Closing Date certifying that the conditions set forth in Section 2.3(b)(i) and Section 2.3(b)(ii) have agreed on the Financial Statements and the Interim Financial Statements;been satisfied; and (eiv) the combined adjusted earnings before interest, taxes, depreciation and amortization in respect of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014; (f) no material adverse change in the assets, financial condition, operations, operating results or prospects of any Standard Company has occurred since the date of this Agreement; (g) no Suit has been initiated or Threatened since the date of this Agreement that challenges or seeks damages or other relief in connection with the Transaction or that could , there shall not have the effect of preventing, delaying, making illegal or otherwise interfering with the Transaction; (h) Fenix has approved the pricing and other terms of the IPO; (i) The Consolidated Standard Group shall have occurred a combined cash balance as of Closing in an amount not less than $1,500,000; (j) the Registration Statement has been declared effective; and (k) closing of the other combination agreements and closing of the IPO have both taken place concurrently with the closing of this Agreement. Purchaser may waive any condition specified in this Section 9.1 by a written waiver delivered to the Shareholders, acting on behalf of all of the Vendors, at any time prior to or at ClosingCompany Material Adverse Effect.

Purchaser Closing Conditions. Purchaser’s obligation The obligations of the Purchaser to close purchase the Transaction is Notes and pay the Loan Amount to the Company are subject to the satisfaction following conditions: (i) the Company shall have completed all necessary steps and all necessary proceedings shall have been taken to authorize the issuance of the Notes and the execution and delivery of the Security Agreement; (ii) the purchase of the Note by the Purchaser shall be legally permitted by all applicable laws to which the Company and the Purchaser, each of their respective subsidiaries, are subject, and all authorizations, approvals or permits of, or filings with, any governmental body that are required by applicable law in connection with the following lawful sale and issuance of the Note by the Company shall have been duly obtained by the Company and shall be effective; (iii) the representations and warranties of the Company contained herein shall be true and correct at the Closing Date and the Company shall have performed and complied with all terms, covenants, agreements and conditions (the “Purchaser Closing Conditions”) to be performed or complied with by it at or prior to Closing:the Closing Date; and (aiv) the Vendors’ representations and warranties in Article 4, as qualified or limited by any exceptions in the Schedules to Article 4, are true and correct on the Closing Date as if made at and as of Closing (other than representations and warranties that address matters as of a certain date, which were true and correct as of that date); (b) the Vendors Security Agreement shall have been executed and delivered all by each subsidiary of the documents and instruments that they are Company required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all such document. The foregoing conditions are for the exclusive benefit of the Purchaser, provided that any of the said conditions may be waived in writing in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non-fulfilment and/or non-performance of any other obligationsconditions, agreements and conditions under this Agreement that they are required any such waiver to perform, comply with or satisfy at or prior to Closing; (c) each Notice or filing listed on Schedule 4.5 has been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force; (d) Purchaser and the Shareholders, acting on behalf of all Vendors, have agreed be binding on the Financial Statements and the Interim Financial Statements; (e) the combined adjusted earnings before interest, taxes, depreciation and amortization Purchaser only if in respect of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014; (f) no material adverse change in the assets, financial condition, operations, operating results or prospects of any Standard Company has occurred since the date of this Agreement; (g) no Suit has been initiated or Threatened since the date of this Agreement that challenges or seeks damages or other relief in connection with the Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Transaction; (h) Fenix has approved the pricing and other terms of the IPO; (i) The Consolidated Standard Group shall have a combined cash balance as of Closing in an amount not less than $1,500,000; (j) the Registration Statement has been declared effective; and (k) closing of the other combination agreements and closing of the IPO have both taken place concurrently with the closing of this Agreement. Purchaser may waive any condition specified in this Section 9.1 by a written waiver delivered to the Shareholders, acting on behalf of all of the Vendors, at any time prior to or at Closingwriting.

Purchaser Closing Conditions. Purchaser’s obligation The obligations of the Purchasers to close effect the Transaction is Closing are also subject to the satisfaction of each or, to the extent permitted by applicable Law, waiver by the Purchasers representing a majority of the following conditions (the “Purchaser Closing Conditions”) Purchased Shares at or prior to Closingthe Closing of the following conditions: (ai) (A) the Vendors’ representations and warranties of the Company set forth in Article 4III hereof (other than Sections 3.02 and 3.10 and clauses (a), as qualified or limited by any exceptions in the Schedules to Article 4, are (e) and (g) of Section 3.01) shall be true and correct on (disregarding all qualifications or limitations as to materiality or Material Adverse Effect) as of the date of this Agreement and (solely with respect to the representations and warranties of the Company set forth in Sections 3.12, 3.25, 3.26 and 3.27) as of the Closing Date as if though made at on and as of Closing such date (other than representations and warranties that address matters as of refer to a certain specified date, which were need only be true and correct on and as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, (B) the representations and warranties of the Company set forth in Section 3.02 shall be true and correct as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that refer to a specified date); , which need only be true and correct on and as of such specified date) except for de minimis inaccuracies, and (bC) the Vendors have executed representations and delivered all warranties of the documents Company set forth in Section 3.10 and instruments that they are required to execute clauses (a), (e) and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied (g) of Section 3.01 shall be true in all material respects all as of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) each Notice or filing listed on Schedule 4.5 has been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force; (d) Purchaser and the Shareholders, acting on behalf of all Vendors, have agreed on the Financial Statements and the Interim Financial Statements; (e) the combined adjusted earnings before interest, taxes, depreciation and amortization in respect of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014; (f) no material adverse change in the assets, financial condition, operations, operating results or prospects of any Standard Company has occurred since the date of this Agreement; (g) no Suit has been initiated or Threatened since the date of this Agreement that challenges or seeks damages or other relief in connection with and as of the Transaction or that could have the effect Closing Date as though made on and as of preventing, delaying, making illegal or otherwise interfering with the Transactionsuch date; (hii) Fenix has approved the pricing Company shall have performed in all material respects its obligations required to be performed by it pursuant to Sections 5.01 and other terms of 5.07 at or prior to the IPOClosing; (iiii) The Consolidated Standard Group the Purchasers shall have received a combined cash balance as certificate signed on behalf of Closing the Company by a senior executive officer of the Company certifying to the effect that the conditions set forth in an amount not less than $1,500,000Section 2.04(b)(i) and Section 2.04(b)(ii) have been satisfied; (jiv) the Registration Statement has Warrant Shares shall have been declared effective; andreserved and approved for listing on the NASDAQ by the Board of Directors; (kv) closing the Purchasers shall have received a counterpart of the other combination agreements and closing Registration Rights Agreement, duly executed by the Company; (vi) the Purchasers shall have received a counterpart of the IPO Warrant Agreement, duly executed by the Company; (vii) the Equity Offering shall have both taken place been consummated, or shall be consummated substantially concurrently with the closing Closing; (viii) the Note Offering shall have been consummated, or shall be consummated substantially concurrently with the Closing; (ix) the Company shall have delivered evidence of this Agreement. issuance of the Purchased Shares to each Purchaser may waive any condition specified in this Section 9.1 credited to book-entry accounts maintained by the Company; (x) the Purchasers shall have received a written waiver cross-receipt executed by the Company and delivered to the Shareholders, acting on behalf of all Purchasers certifying that it has received from the Purchasers an amount in cash from each Purchaser equal to such Purchaser’s Funding Obligations; (xi) the Company shall have delivered a certificate of the Vendorssecretary or the assistant secretary of the Company certifying as to and attaching (A) the articles of incorporation of the Company, at any time prior (B) the bylaws of the Company and (C) duly executed board resolutions of the Board of Directors or a committee thereof authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including that the execution and delivery of this Agreement or the other Transaction Documents and the issuance to or at Closingthe Purchasers of the Preferred Stock, the Warrants and the Underlying Shares are all approved for the purposes of Section 21.606(1) of the TBOC and the related provisions of Sections 21.601 through 21.610 of the TBOC (relating to affiliated business combinations).

Purchaser Closing Conditions. Purchaser’s obligation The obligations of the Purchasers to close effect the Transaction is Closing are also subject to the satisfaction of each or, to the extent permitted by applicable Law, waiver by the Purchasers representing a majority of the following conditions (principal amount of the “Purchaser Closing Conditions”) Securities at or prior to Closingthe Closing of the following conditions: (ai) (A) the Vendors’ representations and warranties of the Company set forth in Article 4ARTICLE III hereof (other than Section 3.01, as qualified or limited by any exceptions in the Schedules to Article 4Section 3.04, are Section 3.05, Section 3.08, Section 3.09, Section 3.12 and Section 3.30) shall be true and correct on (disregarding all qualifications or limitations as to materiality or Material Adverse Effect) as of the date of this Agreement and as of the Closing Date (after giving effect to the Acquisition) as if though made at on and as of Closing such date (other than representations and warranties that address matters as of refer to a certain specified date, which were need only be true and correct on and as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, (B) the representations and warranties of the Company set forth in Section 3.05, Section 3.08 and Section 3.09 shall be true and correct as of the Closing Date (after giving effect to the Acquisition) as though made on and as of the Closing Date (after giving effect to the Acquisition) (other than representations and warranties that refer to a specified date); , which need only be true and correct on and as of such specified date) except for de minimis inaccuracies, and (bC) the Vendors have executed representations and delivered all warranties of the documents Company set forth in Section 3.01, Section 3.04, Section 3.12 and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied Section 3.30 shall be true in all material respects all as of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) each Notice or filing listed on Schedule 4.5 has been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force; (d) Purchaser and the Shareholders, acting on behalf of all Vendors, have agreed on the Financial Statements and the Interim Financial Statements; (e) the combined adjusted earnings before interest, taxes, depreciation and amortization in respect of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014; (f) no material adverse change in the assets, financial condition, operations, operating results or prospects of any Standard Company has occurred since the date of this Agreement; (g) no Suit has been initiated or Threatened since the date of this Agreement that challenges or seeks damages or other relief in connection with and as of the Transaction or that could have Closing Date (after giving effect to the effect Acquisition) as though made on and as of preventing, delaying, making illegal or otherwise interfering with the Transactionsuch date; (hii) Fenix has approved the pricing Company shall have performed in all material respects its obligations required to be performed by it pursuant to Section 5.01 and other terms of Section 5.04 at or prior to the IPOClosing; (iiii) The Consolidated Standard Group the Purchasers shall have received a combined cash balance as certificate signed on behalf of Closing the Company by a senior executive officer of the Company certifying to the effect that the conditions set forth in an amount not less than $1,500,000Section 2.03(b)(i) and Section 2.03(b)(ii) have been satisfied; (jiv) the Registration Statement Purchasers and ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to the Company, substantially in the form of Exhibit D; (v) 14,150,382 Underlying Shares and the maximum number of Warrant Shares shall have been reserved; (vi) the Purchasers shall have received (x) counterparts of each of the Warrant Agreements, duly executed by Merger Sub 2, representing the number of Warrant Components equal to the principal amount of Securities to be purchased by the applicable Purchaser divided by $1,000 and (y) counterparts of the Pledge Agreement, duly executed by the Company and U.S. Bank National Association, as collateral agent; (vii) the Company shall have delivered evidence of issuance of the Securities for the accounts of the several Purchasers in book-entry form through the facilities of The Depository Trust Company; (viii) the Purchasers shall have received a cross-receipt executed by the Company and delivered to the Purchasers certifying that it has been declared effectivereceived from the Purchasers an amount in cash from each Purchaser equal to such Purchaser’s Funding Obligations; (ix) the Company shall have delivered a certificate of the secretary or the assistant secretary of the Company certifying as to and attaching (A) the articles of incorporation of the Company, (B) the bylaws of the Company and (C) duly executed board resolutions of the Board of Directors or a committee thereof authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby; and (kx) closing the collateral agent under the Pledge Agreement (the “Collateral Agent”) shall have received (i) all certificates, agreements or instruments necessary to perfect its first-priority security interest for the benefit of the other combination agreements and closing holders of the IPO have both taken place concurrently Securities in all of the collateral described in the Pledge Agreement, including but not limited to, stock certificates accompanied by instruments of transfer and stock powers undated and endorsed in blank, Uniform Commercial Code financing statements in appropriate form for filing, evidence of release of any other Person’s existing security interest therein and certified copies of Uniform Commercial Code and tax and judgment lien searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name the Company as debtor and that are required by perfection certificates or that the Purchasers deem necessary or appropriate and (ii) evidence that payments reasonably satisfactory to the Collateral Agent for all filing fees, taxes and other amounts payable in connection with the closing of this Agreement. Purchaser may waive any condition specified filings and other actions referred to in this Section 9.1 by a written waiver delivered to the Shareholders, acting on behalf of all of the Vendors, at any time prior to or at Closing2.03(b)(x) shall have been made.

Purchaser Closing Conditions. Purchaser’s The obligation of Purchaser to close consummate the Transaction Closing is subject to the satisfaction of each or waiver by Purchaser of the following conditions (the “Purchaser Closing Conditions”) at or prior to Closingfurther conditions: (a) the Vendors’ representations and warranties of Seller contained in Article 4, this Agreement (i) that are qualified as qualified to materiality or limited by any exceptions in the Schedules to Article 4, are Material Adverse Effect shall be true and correct on the Closing Date as if made accurate in all respects and (ii) that are not so qualified shall be true and accurate in all material respects, at and as of the Closing Date, with the same force and effect as if made as of the Closing Date (other than such representations and warranties that address matters as are made as of a certain another date, which were shall be true and correct as of that such date). The covenants and agreements contained in this Agreement to be complied with by Seller or the Acquired Companies at or before the Closing shall have been complied with in all material respects. Purchaser shall have received a certificate from Seller signed by an executive officer thereof with respect to the matters described in this Section 2.02(a); (b) any waiting period (and any extension thereof) under (i) the Vendors have executed and delivered all HSR Act or (ii) the Mexican Federal Competition Law applicable to the purchase of the documents and instruments that they are required to execute and deliver Securities contemplated hereby shall have expired or enter into prior to or at Closing, and shall have performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closingbeen terminated; (c) each Notice no Action shall be pending by any Governmental Authority against Purchaser or filing listed on Schedule 4.5 has been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full forceSeller seeking to restrain the Transactions; (d) Purchaser and there shall not be pending any Law or Governmental Order directing that the Shareholders, acting on behalf Transactions not be consummated or which has the effect of all Vendors, have agreed on the Financial Statements and the Interim Financial Statementsrendering it unlawful to consummate such Transactions; (e) since the combined adjusted earnings before interestBalance Sheet Date, taxes, depreciation and amortization in respect of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014;there shall not have occurred a Material Adverse Effect; and (f) no material adverse change in the assetsPurchaser shall have received duly executed copies or originals, financial conditionas applicable, operations, operating results or prospects of any Standard Company has occurred since the date of this Agreement; (g) no Suit has been initiated or Threatened since the date of this Agreement that challenges or seeks damages or other relief in connection with the Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Transaction; (h) Fenix has approved the pricing and other terms of the IPO; (i) The Consolidated Standard Group closing deliveries set forth in Section 2.01(b), and such documents shall have a combined cash balance as of Closing be in an amount not less than $1,500,000; (j) the Registration Statement has been declared effective; and (k) closing of the other combination agreements full force and closing of the IPO have both taken place concurrently with the closing of this Agreement. Purchaser may waive any condition specified in this Section 9.1 by a written waiver delivered to the Shareholders, acting on behalf of all of the Vendors, at any time prior to or at Closingeffect.

Purchaser Closing Conditions. Purchaser’s obligation The obligations of the Purchasers to close the Transaction is effect a Closing are also subject to the satisfaction of each or, to the extent permitted by applicable Law, waiver by the Purchasers (or any Permitted Transferees thereof) representing a majority of the following conditions (the “Purchaser Closing Conditions”) Purchased Shares at or prior to Closingthe applicable Closing of the following conditions: (ai) (A) the Vendors’ representations and warranties of the Company set forth in Article 4III hereof (other than Sections 3.01, as qualified or limited by any exceptions in the Schedules to Article 43.02, are 3.09 and 3.13) shall be true and correct on (disregarding all qualifications or limitations as to materiality or Material Adverse Effect) as of the date of this Agreement and as of the applicable Closing Date as if though made at on and as of such date (except to the extent that such representation or warranty speaks to an earlier date, in which case each of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, (B) the representations and warranties of the Company set forth in Section 3.02 shall be true and correct as of the applicable Closing Date as though made on and as of such Closing Date (other than representations and warranties that address matters as of refer to a certain specified date, which were need only be true and correct on and as of that such specified date); ) except for de minimis inaccuracies, and (bC) the Vendors have executed representations and delivered all warranties of the documents Company set forth in Sections 3.01, 3.09 and instruments that they are required to execute and deliver or enter into prior to or at Closing, and have performed, complied with or satisfied 3.13 shall be true in all material respects all as of the other obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior to Closing; (c) each Notice or filing listed on Schedule 4.5 has been duly given or made, and each Consent or Permit listed on Schedule 4.5 has been obtained and is in full force; (d) Purchaser and the Shareholders, acting on behalf of all Vendors, have agreed on the Financial Statements and the Interim Financial Statements; (e) the combined adjusted earnings before interest, taxes, depreciation and amortization in respect of the Consolidated Standard Group for the 12-month period ended December 31, 2013 was $5,740,000 and is reasonably expected to be at least $5,740,000 for the 12-month period ending December 31, 2014; (f) no material adverse change in the assets, financial condition, operations, operating results or prospects of any Standard Company has occurred since the date of this Agreement; (g) no Suit has been initiated or Threatened since the date of this Agreement that challenges or seeks damages or other relief in connection with the Transaction or that could have the effect and as of preventing, delaying, making illegal or otherwise interfering with the Transactionapplicable Closing Date as though made on and as of such date; (hii) Fenix has approved the pricing and other terms of Company shall have performed in all material respects its obligations required to be performed by it pursuant to this Agreement at or prior to the IPOapplicable Closing Date; (iiii) The Consolidated Standard Group with respect to the Initial Closing, the Notes Offering shall have a combined cash balance as of Closing in an amount not less than $1,500,000been consummated, or shall be consummated concurrently with the Initial Closing; (jiv) the Registration Statement has been declared effectiveCompany shall have delivered to the Purchasers all deliverables required to be delivered by the Company pursuant to Section 2.04(a); and (kv) closing of with respect any Subsequent Closing, the other combination agreements and closing of the IPO have both taken place concurrently with the closing of this Agreement. Purchaser may waive any condition specified in this Section 9.1 by a written waiver delivered to the Shareholders, acting conditions set forth on behalf of all of the Vendors, at any time prior to or at ClosingExhibit A attached hereto.