Common use of Conditions Precedent to the Initial Closing Clause in Contracts

Conditions Precedent to the Initial Closing. The Lender’s obligation to proceed forward with this transaction and to enter into this Agreement is subject to satisfaction of each of the following conditions precedent: (a) no action, suit, investigation, litigation or proceeding to which the Borrower or the Guarantor is a party shall be pending or threatened before any court, Governmental Authority or arbitrator which (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, any of the other Loan Documents or the consummation of the transactions contemplated hereby or thereby; (b) the Lender shall have received each of the following, in form and substance reasonably satisfactory to the Lender and its legal counsel: (i) true, correct and complete copies of the articles of organization/incorporation and operating agreement/by-laws of the Borrower and the Guarantor, together with all amendments thereto, certified by the secretary or assistant secretary of the Borrower and the Guarantor, respectively, or other authorized officer or a certificate from such party certifying that the copies of the organizational documents of such party previously delivered to the Lender have remained unchanged and are still in full force and effect; (ii) resolutions of the board of managers/directors of the Borrower and the Guarantor, respectively, authorizing the transactions contemplated this Agreement and the other Loan Documents to which it is a party, certified by the secretary or assistant secretary of the Borrower and the Guarantor or other authorized officer; (iii) a certificate of incumbency from an appropriate officer certifying the names and specimen signatures of the persons authorized to sign this Agreement, the Note, the Guaranty and any other Loan Documents to be executed and delivered by the Borrower and the Guarantor (as applicable); (iv) a certificate of good standing for the Borrower and the Guarantor from the Secretary of State of Delaware dated not more than ten (10) days prior to the Funding Date; and (v) an opinion from counsel to the Borrower and the Guarantor, in form and substance reasonably acceptable to the Lender, covering, among other things, said party’s status as a limited liability company/corporation validly existing in good standing under the laws of the state of Delaware, its due authorization, execution and delivery of each of the Loan Documents to which it is a party, and the enforceability of the Loan Documents to which it is a party; (c) the Borrower shall have executed and delivered, or caused the Guarantor to execute and deliver, to the Lender each of the following documents: (i) this Agreement; and (ii) the Guaranty. (d) the Lender and its counsel shall have received payment in full of all fees (including the portion of the Lender’s commitment/arrangement fee due on said date) and expenses then due to each of them by the Borrower to the extent invoiced to the Borrower at least two (2) days prior to the Initial Closing Date; (e) no law, rule or regulation (including, without limitation, any trade sanctions, laws or regulations applicable to the Lender) shall prevent the Lender from entering into the transactions contemplated hereby or shall affect the Borrower’s and/or the Guarantor’s ability to perform any of their respective obligations under the various Loan Documents to which they are parties.

Conditions Precedent to the Initial Closing. The Lender’s obligation to proceed forward with this transaction and to enter into this Agreement is subject to satisfaction of each of the following conditions precedent: (a) no action, suit, investigation, litigation or proceeding to which the Borrower or the Guarantor is a party shall be pending or threatened before any court, Governmental Authority or arbitrator arbi-trator which (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, any of the other Loan Documents or the consummation of the transactions contemplated hereby or thereby; (b) the Lender shall have received each of the following, in form and substance reasonably satisfactory to the Lender and its legal counsel: (i) true, correct and complete copies of the articles of organization/incorporation and operating agreement/by-laws of the Borrower and the Guarantor, together with all amendments thereto, certified by the secretary or assistant secretary of the Borrower and the Guarantor, respectively, or other authorized officer or a certificate from such party certifying that the copies of the organizational documents of such party previously delivered to the Lender have remained unchanged and are still in full force and effect; (ii) resolutions of the board of managers/directors of the Borrower and the Guarantor, respectively, authorizing the transactions contemplated this Agreement and the other Loan Documents to which it is a party, certified by the secretary or assistant secretary of the Borrower and the Guarantor or other authorized officer; (iii) a certificate of incumbency from an appropriate officer certifying the names and specimen signatures of the persons authorized to sign this Agreement, the Note, the Guaranty and any other Loan Documents to be executed and delivered by the Borrower and the Guarantor (as applicable); (iv) a certificate of good standing for the Borrower and the Guarantor from the Secretary of State of Delaware dated not more than ten (10) days prior to the Funding Date; and (v) an opinion from counsel to the Borrower and the Guarantor, in form and substance reasonably acceptable to the Lender, covering, among other things, said party’s status as a limited liability company/corporation validly existing in good standing under the laws of the state of Delaware, its due authorization, execution and delivery of each of the Loan Documents to which it is a party, and the enforceability of the Loan Documents to which it is a party; (c) the Borrower shall have executed and delivered, or caused the Guarantor to execute and deliver, to the Lender each of the following documents: (i) this Agreement; and (ii) the Guaranty. (d) the Lender and its counsel shall have received payment in full of all fees (including the portion of the Lender’s commitment/arrangement fee due on said date) and expenses then due to each of them by the Borrower to the extent invoiced to the Borrower at least two (2) days prior to the Initial Closing Date; (e) no law, rule or regulation (including, without limitation, any trade sanctions, laws or regulations applicable to the Lender) shall prevent the Lender from entering into the transactions contemplated hereby or shall affect the Borrower’s and/or the Guarantor’s ability to perform any of their respective obligations under the various Loan Documents to which they are parties.

Conditions Precedent to the Initial Closing. 4.1 The Lender’s obligation obligations of the Issuer and the Initial Investor to proceed forward with this transaction and to enter into this Agreement is consummate the Initial Closing are subject to satisfaction of each the satisfaction, on the Initial Closing Date, of the following conditions precedentconditions: (a) no action, suit, investigation, litigation or proceeding the Issuer shall have delivered to which the Borrower or Initial Investor a copy of the Guarantor is a party shall be pending or threatened before any court, Governmental Authority or arbitrator which following corporate documents of the Issuer: (i) could certificate of incorporation (and any certificate of change of name (if any)); (ii) Articles; (iii) register of directors; (iv) register of members; (v) register of mortgages and charges; (vi) certificate of good standing issued by the Registrar of Companies in the Cayman Islands on a date falling within one month prior to the Initial Closing Date; and (vii) certificate of incumbency issued by its registered office provider on a date falling within one month prior to the Initial Closing Date; (b) the Issuer shall have delivered to the Initial Investor a copy of the Required Internal Approval; (c) the Issuer shall have delivered to the Initial Investor evidence of completion of the foreign debt registration in respect of the Notes with NDRC; and (d) no injunction, interim or otherwise, having been granted in respect of the Issuer and no law having been enacted, issued or promulgated that would enjoin or prohibit or fundamentally alter the terms of the transactions contemplated by the Transaction Documents. 4.2 The obligations of the Initial Investor to consummate the Initial Closing are subject to the satisfaction, on the Initial Closing Date, of the following conditions, any of which may be waived in writing by the Initial Investor in its sole discretion: (a) each of the representations and warranties of the Issuer contained in clause 8.1 that are qualified by “material” or “Material Adverse Effect” or any similar qualification or exception shall be true and correct as of the date hereof and as of the Initial Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects to such extent at and as of such date) in all respects to such extent; (b) each of the representations and warranties of the Issuer contained in clause 8.1 that are not qualified by “material” or “Material Adverse Effect” or any similar qualification or exception shall be true and correct in all material respects as of the date hereof and as of the Initial Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date); (c) the Issuer shall have performed and complied with, in all material respects, the covenants, obligations and agreements required under the Transaction Documents to be performed or complied with by the Issuer on or prior to the Initial Closing Date, including providing all deliverables set forth in clause 3.3(a) hereof; (d) there shall not exist or have occurred any event, circumstance, development or change that, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect and, for the avoidance of doubt, the existence or occurrence of a Force Majeure Event shall not by itself constitute a existence or occurrence of a Material Adverse Effect unless such Force Majeure Event has a disproportionate and adverse effect on the Group or the results of operations or financial condition of the Group, relative to other similarly situated businesses in the industries in which the Group operates, in which case such Force Majeure Event may be taking into account in determining whether a Material Adverse Effect exists or has occurred; (e) each of the convertible notes issued pursuant to the convertible note purchase agreement, dated October 25, 2022, by and among the Issuer, SPDB International (Hong Kong) Limited and CNCB (Hong Kong) Investment Limited has been paid and discharged in full or fully converted into the shares of the Issuer pursuant to the terms thereof; (f) the Initial Investor shall have received from the Issuer a certificate, dated as of the Initial Closing Date, executed by a director of the Issuer, certifying (i) the satisfaction of the conditions specified in clauses 4.2(a) through 4.2(e) above and 4.2(h) below ; (ii) purports to affect the legalitythat each copy document delivered under clause 4.1 above is correct, validity or enforceability of this Agreement, the Note, any of the other Loan Documents or the consummation of the transactions contemplated hereby or thereby; (b) the Lender shall have received each of the following, in form complete and substance reasonably satisfactory to the Lender and its legal counsel: (i) true, correct and complete copies of the articles of organization/incorporation and operating agreement/by-laws of the Borrower and the Guarantor, together with all amendments thereto, certified by the secretary or assistant secretary of the Borrower and the Guarantor, respectively, or other authorized officer or a certificate from such party certifying that the copies of the organizational documents of such party previously delivered to the Lender have remained unchanged and are still in full force and effect; (ii) resolutions of effect as at the board of managers/directors of the Borrower Initial Closing Date; and the Guarantor, respectively, authorizing the transactions contemplated this Agreement and the other Loan Documents to which it is a party, certified by the secretary or assistant secretary of the Borrower and the Guarantor or other authorized officer; (iii) a certificate of incumbency from an appropriate officer certifying that the names and specimen signatures of the persons authorized to sign this Agreement, the Note, the Guaranty and any other Loan Documents to be executed and delivered Required Internal Approval was duly passed by the Borrower and Issuer in accordance with the Guarantor (as applicable); (iv) a certificate of good standing for the Borrower and the Guarantor from the Secretary of State of Delaware dated not more than ten (10) days prior to the Funding Date; and (v) an opinion from counsel to the Borrower and the Guarantor, in form and substance reasonably acceptable to the Lender, covering, among other things, said party’s status as a limited liability company/corporation validly existing in good standing under the laws of the state of Delaware, its due authorization, execution and delivery of each of the Loan Documents to which it is a partyArticles, and the enforceability of the Loan Documents to which it is a party; (c) the Borrower shall have executed has not been amended, revoked, superseded or varied in any manner and deliveredare correct, or caused the Guarantor to execute complete and deliver, to the Lender each of the following documents: (i) this Agreement; and (ii) the Guaranty. (d) the Lender and its counsel shall have received payment in full force and effect as of all fees (including the portion of the Lender’s commitment/arrangement fee due on said date) and expenses then due to each of them by the Borrower to the extent invoiced to the Borrower at least two (2) days prior to the Initial Closing Date; (eg) the Initial Investor shall have received legal opinions as to Hong Kong and Cayman Islands law from its legal advisers in connection with the capacity of the Issuer and the enforceability of the Transaction Documents; and (h) no lawstop order or suspension of trading shall have been imposed by the Approved Exchange, rule the SEC or regulation (includingany other Governmental Authority with respect to the public trading of the Class A Ordinary Shares. 4.3 The obligations of the Issuer to consummate the Initial Closing with the Initial Investor are subject to the satisfaction, without limitationon the Initial Closing Date, of the following conditions, any trade sanctions, laws or regulations applicable of which may be waived in writing by the Issuer with respect to the LenderInitial Investor in its sole discretion: (a) each of the representations and warranties of the Initial Investor contained in clause 8.2 that are qualified by “material” or “Material Adverse Effect” or any similar qualification or exception shall prevent be true and correct as of the Lender from entering into date hereof and as of the transactions contemplated hereby Initial Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects to such extent at and as of such date) in all respects to such extent; (b) each of the representations and warranties of the Initial Investor contained in clause 8.2 that are not qualified by “material” or “Material Adverse Effect” or any similar qualification or exception shall affect be true and correct as of the Borrower’s and/or date hereof and as of the Guarantor’s ability Initial Closing Date (except with respect to perform any such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of their respective such date) in all material respects; (c) the Initial Investor shall have performed and complied with, in all material respects, the covenants, obligations and agreements required under the various Loan Transaction Documents to which they are partiesbe performed or complied with by the Initial Investor on or prior to the Initial Closing Date; and (d) the Initial Investor shall have delivered to the Issuer a certificate, dated as of the Initial Closing Date, executed by a duly authorized officer of the Initial Investor, certifying the satisfaction of the conditions specified in clause 4.2(g) above and clauses 4.3(a) through 4.3(c) above.

Conditions Precedent to the Initial Closing. The Lender’s obligation of the Purchasers to proceed forward with this transaction and purchase the Preferred Stock, Series B to enter into this Agreement be purchased by them hereunder on the Initial Closing Date is subject to the satisfaction of each of the following conditions precedentconditions: (a) no action, suit, investigation, litigation or proceeding to which the Borrower or the Guarantor is a party shall be pending or threatened before any court, Governmental Authority or arbitrator which (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, any of the other Loan Documents or the consummation of the transactions contemplated hereby or thereby; (b) the Lender The Purchasers shall have received each of the followingan opinion, addressed to them in form and substance reasonably satisfactory to the Lender Arranger and its legal counsel: (i) truedated the Initial Closing Date, correct and complete copies of the articles of organization/incorporation and operating agreement/by-laws of the Borrower and the GuarantorWeil, together with all amendments theretoGotshal & Mang▇▇ LLP, certified by the secretary or assistant secretary of the Borrower and the Guarantor, respectively, or other authorized officer or a certificate from such party certifying that the copies of the organizational documents of such party previously delivered to the Lender have remained unchanged and are still in full force and effect; (ii) resolutions of the board of managers/directors of the Borrower and the Guarantor, respectively, authorizing the transactions contemplated this Agreement and the other Loan Documents to which it is a party, certified by the secretary or assistant secretary of the Borrower and the Guarantor or other authorized officer; (iii) a certificate of incumbency from an appropriate officer certifying the names and specimen signatures of the persons authorized to sign this Agreement, the Note, the Guaranty and any other Loan Documents to be executed and delivered by the Borrower and the Guarantor (as applicable); (iv) a certificate of good standing for the Borrower and the Guarantor from the Secretary of State of Delaware dated not more than ten (10) days prior to the Funding Date; and (v) an opinion from counsel to the Borrower and Company, substantially in the Guarantorform of Exhibit E hereto. (b) The Purchasers shall have received an opinion, addressed to them in form and substance reasonably acceptable satisfactory to the LenderArranger and dated the Initial Closing Date, coveringof Hoga▇ & ▇art▇▇▇, among other thingsL.L.P., said party’s status as a limited liability company/corporation validly existing special FCC counsel to the Company, substantially in good standing under the laws form of the state of Delaware, its due authorization, execution and delivery of each of the Loan Documents to which it is a party, and the enforceability of the Loan Documents to which it is a party;Exhibit F hereto. (c) The representations and warranties made by the Borrower Company herein shall be true and correct in all material respects on and as of the Initial Closing Date, with the same effect as though the representations and warranties had been made on and as of the Initial Closing, the Company shall have executed complied in all material respects with all agreements as set forth in or contemplated hereunder and deliveredin the other Basic Documents, required to be performed by it at or caused the Guarantor to execute and deliver, prior to the Lender each of the following documents: (i) this Agreement; and (ii) the GuarantyInitial Closing. (d) the Lender and its counsel shall have received payment in full As of all fees (including the portion of the Lender’s commitment/arrangement fee due on said date) and expenses then due to each of them by the Borrower to the extent invoiced to the Borrower at least two (2) days prior to the Initial Closing Date;, and after giving effect to the consummation of the transactions contemplated by this Agreement, the Elcom Acquisition Agreement and the other Basic Documents, there shall exist no Default or Event of Default. (e) no lawAs to the Purchasers, rule the purchase of and payment for the Preferred Stock, Series B by the Purchasers hereunder (i) shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation (including, without limitation, any trade sanctionsRegulation G, laws T, U or regulations applicable to X of the LenderBoard of Governors of the Federal Reserve System), (ii) shall prevent not subject the Lender from entering into Purchasers to any penalty, or in the transactions contemplated hereby Arranger's reasonable judgment, other onerous condition under or pursuant to any applicable law or governmental regulation (provided, however, that such regulation, law or onerous condition was not in effect at the date of this Agreement), and (iii) shall affect be permitted by the Borrower’s and/or laws and regulations of the Guarantor’s ability to perform any of their respective obligations under the various Loan Documents jurisdictions to which they are partiessubject. (f) At the Initial Closing, the Purchasers shall have received a certificate, dated the Initial Closing Date, from the Company stating that the conditions specified in Sections 5.01(c), (d) and (e) have been satisfied or duly waived as of the Initial Closing Date. (g) Each of the Basic Documents, except for this Agreement and the Acquisition Agreements, shall be substantially in the form attached hereto and the Basic Documents shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect. (h) All proceedings taken in connection with the issuance of the Preferred Stock, Series B and the transactions contemplated by this Agreement, the other Basic Documents and all documents and papers relating thereto shall be reasonably satisfactory to the Purchasers and their counsel. The Purchasers and their counsel shall have received copies of such papers and documents

Conditions Precedent to the Initial Closing. The Lender’s obligation In addition to proceed forward with all other requirements set forth in this transaction Loan Agreement (except those which pursuant to the express terms of this Loan Agreement need not be satisfied until the Loan Opening), Borrower agrees to perform and to enter into this Agreement is subject to satisfaction of each satisfy all of the following conditions precedentprecedent on or prior to the Initial Closing Date, all in form and substance satisfactory to Administrative Agent: (a) no actionBorrower shall have complied with and performed the provisions of this Loan Agreement, suitincluding the provisions of Section 4.2, investigation, litigation or proceeding to which the Borrower or the Guarantor is a party shall be pending or threatened before any court, Governmental Authority or arbitrator which (i) could reasonably be expected Article 7 and such other provisions of this Loan Agreement as by their terms are to have a Material Adverse Effect been complied with and performed, and all representations and warranties contained herein or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, in any of the other Loan Documents or the consummation of the transactions contemplated hereby or thereby;shall be true and correct. (b) the Lender Borrower shall have received each furnished to Administrative Agent a true, correct and complete copy of the followingPrime Contract, in form fully executed and substance reasonably satisfactory to Administrative Agent and Construction Consultant in all respects. Without limiting the Lender generality of the foregoing, the Prime Contract shall be a guaranteed maximum price contract with the Prime Contractor, and its legal counsel: (i) shall provide for completion of the Marriott Improvements on or before the Outside Completion Date. The Prime Contract must specify that title to the Plans and Specifications shall vest in Borrower. Borrower shall have furnished to Administrative Agent true, correct and complete copies of the articles of organization/incorporation and operating agreement/by-laws bylaws of the Borrower and the GuarantorPrime Contractor, together with all amendments thereto, certified by the secretary or assistant secretary evidence satisfactory to Administrative Agent of the authority, formation, organization and good standing of the Prime Contractor. Borrower shall have timely issued the Notice to Proceed- Design to Prime Contractor in accordance with Section 14.1(b). (c) Administrative Agent shall have approved the identity, financial condition and expertise of the Prime Contractor, the Lead Contractor and the GuarantorMajor Subcontractors. Administrative Agent shall either have received from Borrower a true, respectively, or other authorized officer or a certificate from such party certifying that the copies correct and complete copy of the organizational documents of FF&E Contract, fully executed and satisfactory to Administrative Agent in all respects or, if no FF&E Contract shall have been executed prior to such party previously delivered to the Lender time, have remained unchanged and are still in full force and effect; (ii) resolutions approved a complete schedule of the board of managers/directors of the Borrower and the Guarantor, respectively, authorizing the transactions contemplated this Agreement and the other Loan Documents to which it is a party, certified by the secretary or assistant secretary of the Borrower and the Guarantor or other authorized officer; (iii) a certificate of incumbency from an appropriate officer certifying the names and specimen signatures of the persons authorized to sign this Agreement, the Note, the Guaranty and any other Loan Documents FF&E to be executed and delivered by the Borrower and the Guarantor (as applicable); (iv) a certificate of good standing purchased for the Borrower and the Guarantor from the Secretary of State of Delaware dated not more than ten (10) days prior to the Funding Date; and (v) an opinion from counsel to the Borrower and the GuarantorMarriott Hotel, in form and substance reasonably acceptable satisfactory to the Lender, covering, among other things, said party’s status as a limited liability company/corporation validly existing Administrative Agent in good standing under the laws of the state of Delaware, its due authorization, execution and delivery of each of the Loan Documents to which it is a party, and the enforceability of the Loan Documents to which it is a party;all respects. (cd) the The original Construction Letter of Credit. (e) Borrower shall have furnished to Administrative Agent true, correct and complete copies of the fully executed BANs Documents. (f) Borrower shall have furnished to Administrative Agent a current legal opinion from Borrower’s counsel addressed to Citi (and deliveredwhich may be relied on by Administrative Agent and Citi’s Assignees) and its counsel, or caused in the Guarantor form annexed hereto as Exhibit R. (g) Borrower shall have furnished to execute Administrative Agent a true, correct and delivercomplete copy of the Project Labor Agreement and, upon request, copies of all collective bargaining agreements required by Section 2 and Section 3 of the Project Labor Agreement. Citi understands that the Project Labor Agreement refers to the Lender each expansion of the following documents:▇▇▇▇▇▇▇▇▇ Place Complex facilities generally and does not make specific reference to the Marriott Hotel, the Hyatt Hotel or the Project. (h) Administrative Agent and Construction Consultant shall have received and approved, in writing, the Project Schedule, which shall have been delivered to Administrative Agent together with a statement from the Prime Contractor to Administrative Agent verifying that the schedule is realistic and can be adhered to in designing, constructing and completing the Marriott Improvements. (i) this Borrower shall have furnished to Administrative Agent a true, correct and complete copy of the Marriott Management Agreement and the Technical Services Agreement, fully executed and satisfactory to Administrative Agent in all respects, together with a subordination, non-disturbance and attornment agreement executed by the Marriott Manager, in form and substance satisfactory to Administrative Agent in its reasonable discretion; and (ii) Borrower shall have furnished to Administrative Agent a true, correct and complete copy of the GuarantyHyatt Management Agreement, fully executed and satisfactory to Administrative Agent in all respects. (di) the Lender and its counsel Administrative Agent shall have received payment and approved in full writing a certified appraisal of the assigned Marriott Hotel Revenues prepared in accordance with FIRREA regulations by an MAI certified appraiser of a national appraisal firm approved and retained by Citi (whose fees shall be paid by Borrower), which appraisal is otherwise satisfactory to Administrative Agent in all respects; and (ii) Administrative Agent shall have received and approved in writing a certified appraisal of the assigned Hyatt Hotel Revenues prepared in accordance with FIRREA regulations by an MAI certified appraiser of a national appraisal firm approved and retained by Administrative Agent (whose fees shall be paid by Borrower) in an amount that is satisfactory to Administrative Agent. (i) Borrower shall have furnished to Administrative Agent evidence satisfactory to Administrative Agent of, Borrower’s ownership of, and title to, the Marriott Project, which shall include, without limitation, an Owner’s title policy from the Title Company, subject to no exceptions other than the Marriott Permitted Exceptions (the “Marriott Owner’s Policy”), for an insured amount equal to $40,000,000, the approximate value of the Hotel Site. Borrower shall have furnished to Administrative Agent legible copies of all fees title exception documents cited in the Marriott Owner’s Policy and all easements, reciprocal easement agreements, operating agreements, declarations and other legal documents affecting the Marriott Project or the use thereof. (including ii) Borrower shall have furnished to Administrative Agent evidence satisfactory to Administrative Agent of, Borrower’s ownership of, and title to, the portion Hyatt Project, which shall include, without limitation, an Owner’s title policy from the Title Company, subject to no exceptions other than the Hyatt Permitted Exceptions (the “Hyatt Owner’s Policy”), for an insured amount equal to $40,000,000, the approximate value of the LenderHyatt Land. Borrower shall have furnished to Administrative Agent legible copies of all title exception documents cited in the Hyatt Owner’s commitment/arrangement fee due on said datePolicy and all easements, reciprocal easement agreements, operating agreements, declarations and other legal documents affecting the Hyatt Project or the use thereof. (i) Borrower shall have furnished an ALTA plat of survey of the Marriott Project prepared and expenses then due certified by a surveyor licensed in the State and otherwise satisfactory to each Administrative Agent, in triplicate, showing, through the use of them course bearings and distances, (i) all foundations of the Marriott Improvements, if any, in place; (ii) the dimensions and locations of all easements and roads or rights of way and setback lines, if any, affecting the Marriott Project, or required by subsection (u) of this Section and that the Borrower same are unobstructed; (iii) the dimensions, boundaries and square footage of the Marriott Improvements, if any; (iv) that all foundations and other structures, if any, are within the lot lines and in compliance with any restrictions of record or ordinances relating to the extent invoiced to location thereof; (v) the Borrower at least two dimensions of all buildings and improvements, if any, and distance of such buildings and improvements from the lot lines; (2vi) no encroachments by any improvements located on adjoining property; (vii) shall include a statement indicating whether or not the Marriott Project is located within a flood plain or flood hazard area; (viii) the location of adjoining streets and utilities and the distance and name of the nearest intersecting streets; (ix) the dimensions and locations of all parking areas, if any; and (x) such additional information which may be reasonably required by Administrative Agent. Said survey shall be dated no earlier than thirty (30) days prior to the Initial Closing Date;, shall be made (and certified to have been made) in compliance with the 2011 ALTA/ACSM Minimum Standard Detail Requirements for Land Title Surveys (the “ACSM Standards”) jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 2011, meets the accuracy requirements for a Class “A” Survey as defined therein and includes items numbered 1 through 4, inclusive, and 8, 11(b), 13, 16, and 21 as set forth in Table A thereof, except as otherwise approved by Administrative Agent and shall bear a proper certificate by the surveyor in favor of Administrative Agent, shall include the legal description of the Hotel Site and shall otherwise be subject to the Administrative Agent’s approval. (ii) Borrower shall have furnished an ALTA plat of survey of the Hyatt Project prepared and certified by a surveyor licensed in the State and otherwise satisfactory to Administrative Agent, in triplicate, meeting the ACSM Standards and including items 2, 3, 4, 6(a), 7(a), 7(b)(1), 7(c), 8, 9, and 11(a). (m) Borrower shall have furnished to Administrative Agent evidence that neither the Marriott Project or the Hyatt Project is located in an area designated by the Secretary of Housing and Urban Development as a special flood hazard area, or flood hazard insurance acceptable to Administrative Agent in its sole discretion, which evidence may be included on the survey required pursuant to subsections (m) of this Section. (n) Borrower shall have furnished to Administrative Agent soil reports with respect to the Marriott Project. (o) Administrative Agent shall have received and approved in writing an environmental survey satisfactory to Administrative Agent (“Environmental Report”) prepared by a qualified environmental consultant retained by Administrative Agent. The environmental survey shall, at a minimum, (a) disclose any existing or potential Hazardous Material contamination, and physical conditions that may result in such contamination, at the Marriott Project and the Hyatt Project, (b) include the results of all sampling or monitoring to confirm the extent of existing or potential Hazardous Material contamination at the Marriott Project and the Hyatt Project, including the results of leak detection tests for each underground storage tank located at the Marriott Project and the Hyatt Project, if any, (c) describe response actions appropriate to remedy any existing or potential Hazardous Material contamination, and report the estimated cost of any such appropriate response, (d) confirm that any prior removal of Hazardous Material from the Marriott Project or the Hyatt Project was completed in accordance with applicable Legal Requirements, and (e) no law, rule confirm whether or regulation not the Hotel Site or the Hyatt Land is located in a wetlands district. All costs and charges of the Environmental Consultant will be borne by Borrower. (including, without limitation, any trade sanctions, laws p) Borrower shall have furnished to Administrative Agent policies or regulations applicable binders evidencing that insurance coverages are in effect with respect to the LenderConstruction Project and the Hyatt Project and Borrower, in accordance with the insurance requirements attached hereto as Exhibit E, for which the premiums have been fully prepaid with endorsements satisfactory to Administrative Agent. (q) Borrower shall prevent have furnished evidence that no litigation or proceedings shall be pending or, to the Lender from entering into the transactions contemplated hereby or shall affect the best of Borrower’s and/or the Guarantorknowledge, threatened which could or might materially affect Borrower’s ability to perform any of their respective its obligations under this Loan Agreement or any other Loan Document or Borrower’s agreements with contractors, including any proceedings pending or, to the various best of Borrower’s knowledge, threatened against Borrower, which are not fully covered by insurance, under any dram shop or scaffolding act, or for injury to persons or property. Such evidence may be in the form of an officer’s certification. (r) Borrower shall have furnished to Administrative Agent evidence satisfactory to Administrative Agent of Borrower’s authority. Such evidence shall include, but not be limited to, appropriate resolutions of Borrower’s board, certified by an appropriate officer, in form and content satisfactory to Administrative Agent, authorizing the execution, delivery and performance of the Loan Documents Documents, and such other documentation as Administrative Agent may require evidencing the authority of the persons executing the Loan Documents. Borrower shall have furnished to which they are partiesAdministrative Agent evidence satisfactory to Administrative Agent of the authority, formation, organization and good standing of the Prime Contractor.

Conditions Precedent to the Initial Closing. The Lender’s obligation several obligations of the Investors to proceed forward with this transaction purchase and pay for the Series B Preferred Shares to enter into this Agreement is be purchased at the Initial Closing are subject to the satisfaction of each of the following conditions precedent: (a) no action, suit, investigation, litigation or proceeding to which The representations and warranties of the Borrower or the Guarantor is a party Corporation contained herein shall be pending true and correct on and as of the date of the Initial Closing with the same force and effect as though such representations and warranties had been made on and as of such date. (b) A duly executed Certificate of Designation shall have been filed with and accepted by the Secretary of State of Delaware. (c) The Corporation shall have delivered to the Investors a certificate or threatened before any courtcertificates, Governmental Authority or arbitrator which dated the Initial Closing Date, of the Secretary of the Corporation certifying as to (i) could reasonably the resolutions of the Corporation's Board of Directors approving (A) the issuance to the Investors of the Series B Preferred Shares in accordance with the Initial Closing and, subject to receipt of the Required Shareholder Approval, the Option Shares and the Warrants, (B) the amendment to the Perficient 1999 Stock Option/Stock Issuance Plan (the "Plan") to increase the number of shares available for grant under the Plan by 1,000,000 shares, such shares to be expected reserved and made available for grant by the Compensation Committee of the Board of Directors, to have a Material Adverse Effect or members of senior management of the Corporation, it being understood that the number of shares available for such grant shall be equal to the same percentage of 1,000,000 as the investment in Series B Preferred Shares is of 2,777,500, (iiC) purports to affect the legality, validity or enforceability execution and delivery of such other documents and instruments as may be required by this Agreement, the Note, any of the other Loan Documents or and the consummation of the transactions contemplated hereby or thereby; hereby, and (bD) the Lender shall have received each of the following, in form and substance reasonably satisfactory to the Lender and its legal counsel: (i) true, correct and complete copies of the articles of organization/incorporation and operating agreement/by-laws of the Borrower and the Guarantor, together with all amendments thereto, certified by the secretary or assistant secretary of the Borrower and the Guarantor, respectively, or other authorized officer or a certificate from such party certifying that the copies such resolutions were duly adopted and have not been rescinded or amended as of the organizational documents of such party previously delivered to the Lender have remained unchanged said date, and are still in full force and effect; (ii) resolutions the name and the signature of the board of managers/directors officers of the Borrower and the GuarantorCorporation authorized to sign, respectivelyas appropriate, authorizing the transactions contemplated this Agreement and the other Loan Documents to which it is a party, certified by the secretary or assistant secretary of the Borrower documents and the Guarantor or other authorized officer; (iii) a certificate of incumbency from an appropriate officer certifying the names and specimen signatures of the persons authorized to sign this Agreement, the Note, the Guaranty and any other Loan Documents certificates to be executed and delivered pursuant to this Agreement by either the Borrower and the Guarantor (as applicable); (iv) a certificate Corporation or any of good standing for the Borrower and the Guarantor from the Secretary of State of Delaware dated not more than ten (10) days prior to the Funding Date; and (v) an opinion from counsel to the Borrower and the Guarantor, in form and substance reasonably acceptable to the Lender, covering, among other things, said party’s status as a limited liability company/corporation validly existing in good standing under the laws of the state of Delaware, its due authorization, execution and delivery of each of the Loan Documents to which it is a party, and the enforceability of the Loan Documents to which it is a party; (c) the Borrower shall have executed and delivered, or caused the Guarantor to execute and deliver, to the Lender each of the following documents: (i) this Agreement; and (ii) the Guarantyofficers. (d) the Lender and its counsel The Corporation shall have received payment in full of all fees (including the portion of the Lender’s commitment/arrangement fee due on said date) and expenses then due to each of them by the Borrower delivered to the extent invoiced to the Borrower at least two (2) days prior to Investors a certificate or certificates, dated the Initial Closing Date;, of the President of the Corporation certifying as to the accuracy of the representations and warranties made by the Corporation pursuant to this Agreement. (e) no lawThe Corporation shall have duly executed and delivered an Investors Rights Agreement in the form attached hereto as Exhibit C and such Investors Rights Agreement shall also have been duly executed by each other Investor (as defined in the Investors Rights Agreement). (f) The Investors shall have received duly executed Voting Agreements, rule or regulation (includingin the form attached hereto as Exhibit E, without limitation, any trade sanctions, laws or regulations applicable from the holders of such number of shares of the Corporation's Common Stock as would comprise a majority of the shares of Common Stock to be outstanding on the Lender) shall prevent record date for the Lender from entering into meeting of the Corporation's shareholders at which the transactions contemplated hereby or by this Agreement will be presented for approval. (g) Each closing with respect to the sale of Common Stock by each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ to 2M shall affect have occurred simultaneously with the Borrower’s and/or the Guarantor’s ability to perform any of their respective obligations under the various Loan Documents to which they are partiesInitial Closing.