Common use of CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER Clause in Contracts

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) All the representations and warranties of Seller contained in this Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) No suit, action or other proceedings shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (d) There shall have been obtained any and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. (e) All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminated. (f) GP Approval shall have been obtained.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) All the representations Each and warranties every representation of Seller contained in under this Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct accurate in all material respects as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such specified date. For the sole purpose of determining whether or not any of such representations and warranties are statement shall be true and correct as aforesaid on accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing Dateand shall at and as of such time of Closing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, no effect such statement shall be given true and accurate in all respects giving effect to any materiality qualification contained in such representation standard), except as to changes specifically contemplated by this Agreement or warrantyconsented to by Buyer. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed by the president of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No suit, action Proceeding (excluding any Proceeding initiated by Buyer or other proceedings any of its affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (de) There Buyer shall have been obtained received a release of any liens covering or affecting the Properties, executed in recordable form in form and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure substance agreeable to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. (e) All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminatedBuyer. (f) GP Approval Buyer shall have been obtainedreceived conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ All obligations of Buyer under this Agreement are subject to the fulfillment, prior to or at Closing, of each of the following conditions being met(any one of which may be waived at Closing b Buyer) upon agreement of Buyer, be tendered as a post Closing delivery at such times as set forth by Buyer: (a) All the The representations and warranties of by BlackBox and the Seller contained in this Agreement, and Agreement or in any agreement, instrument certificate or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, provisions hereof shall be true and correct in all material respects on at and as of the Closing Date as if though such representations and warranties were made on at and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty.time; (b) Seller and BlackBox shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement delivered to be performed or complied with by Seller prior to or at the Closing. (c) No suit, action or other proceedings shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation Buyer copies of the transactions contemplated resolutions or a written action of the Board of Directors of BlackBox and Seller authorizing the execution and delivery by BlackBox and Seller of this Agreement. (d) There shall have been obtained any , and all consentseach of the other transaction documents to which BlackBox or Seller is a party, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.hereby and thereby, certified by an authorized officer of BlackBox; (c) The Seller shall have delivered to Buyer the certificates representing the BlackBox Shares duly endorsed (or with executed stock powers) in the name of Buyer, so as to make Buyer the sole owner thereof. The BlackBox Shares shall be duly authorized, validly issued in the name of Buyer, fully paid and non assessable in all respects. Seller shall have also delivered to Buyer certificates representing the Seller Shares in the name of Buyer, and without restriction other than those required under the Securities Act, and such Seller Shares shall immediately be deemed duly authorized, validly issued, fully paid and non assessable in all respects; (d) Seller and BlackBox shall have delivered to Buyer all minute books, share transfer books, share certificate books, and corporate certificates, and all corporate seals and financial and accounting books and records of BlackBox or that otherwise relate to its accounting records or to its license agreements with the University of Chicago or otherwise; (e) All waiting periods (The Seller and any extensions thereof) applicable BlackBox shall have delivered to this Agreement Buyer all other documents, certificates, instruments or writings reasonably requested by Buyer in connection herewith, and evidence reasonably satisfactory to Buyer that there are no contingent tax liabilities that would arise with respect to the transactions contemplated hereby under the HSR Act shall have expired or been terminatedhereby. (f) GP Approval shall have been obtained.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations Each and every obligation of Buyer under this Agreement are to be performed on the Closing Date shall be subject to each the satisfaction or written waiver of Buyer (in its sole and absolute discretion) prior to or at the Closing of the following express conditions being metprecedent: (a) All The Board of Regents of the University of Texas System (the “UT Board of Regents”) shall have approved Buyer’s execution of this Agreement and the performance by it of the transactions and agreements contemplated hereby; (b) Each of the representations and warranties of Seller contained in this Agreement, Agreement and in any agreementdocument, instrument or document certificate delivered pursuant hereto or in connection herewith on or prior to the Closing Date, hereunder shall be true and correct in all material respects on when made and at and as of the Closing Date with the same force and effect as if though all such representations and warranties had been made on and as of such date, except as affected by transactions permitted by this Agreement, and except to each of the extent that any such representation or warranty is made as Fundamental Representations of a specified date, in which case such representation or warranty Seller shall have been be true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty.; (bc) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each all of its agreements, obligations and every covenantcovenants under this Agreement, agreement and condition required by this Agreement which are to be performed or complied with by Seller it prior to or at the Closing. (c) No suit, action or other proceedings shall, on the Closing Date, ; (d) No Action shall be threatened or pending or threatened before any Governmental Entity seeking to restrainAuthority that seeks restraint, prohibitprohibition, or obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated by this Agreement. (d) There shall have been obtained any and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; hereby and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, court or any other Person Governmental Authority shall have issued an order restraining or entityprohibiting any of the transactions contemplated hereby; (e) Since the date of this Agreement, the failure there shall not have been a Material Adverse Effect and no event or circumstance shall have occurred which might reasonably be expected to comply with which would have result in a Material Adverse Effect; (f) Seller has obtained in writing and shall have delivered to Buyer all of the consents set forth in Section 4.02(a) and Section 4.02(b) of the Disclosure Schedules (the “Required Consents”), in form and substance reasonably satisfactory to Buyer and Buyer’s legal counsel; (g) All Encumbrances upon the Purchased Assets and the Facility shall be have been released, and Seller shall have delivered to Buyer (i) a UCC lien search dated no earlier than ten (10) days prior to Closing showing no Encumbrances upon the Purchased Assets and (ii) any other documentation reasonably required by the title company issuing title insurance for the Leased Real Property to remove all Schedule C exceptions from the title policy or add any endorsements to such policy as reasonably requested by Buyer; (h) With respect to each Permit set forth on Section 4.11(b) of the Disclosure Schedules that is necessary for Seller to continue to operate the Facility after the Closing Date in substantially the same manner as conducted by Seller immediately prior to the Closing Date, (i) to the extent transferable and required to be made transferred on or prior to the Closing, such Permit shall have been transferred to Buyer on or prior to the Closing or Buyer shall have otherwise obtained such Permit or (ii) Seller shall have filed with the appropriate Governmental Authorities all documentation required to be so filed by Seller so that such Permit will be transferred (to the extent transferable) to, or obtained by, Buyer after the Closing so as to allow Buyer to operate the Facility after the Closing Date; (i) Successful completion of an on-site inspection of the Leased Real Property by (i) the Texas Department of Licensing and Regulation (“TDLR”), (ii) an entity who has contracted with the Texas Commission of Licensing and Regulation (“TCLR”) pursuant to Texas Government Code §469.055, or (iii) a person who holds a certificate of registration issued pursuant to Texas Government Code §469.201, to ensure compliance with the accessibility standards and specifications adopted by TCLR, and correction of any noncompliance with such accessibility standards and specifications, as required under the Real Property Lease; and (j) Seller shall have delivered to Buyer the following documents, each properly executed and dated as of the Closing Date: (i) a ▇▇▇▇ of sale, in substantially the form attached hereto as Exhibit D (the “▇▇▇▇ of Sale”), duly executed by Seller, conveying good and marketable title to the Purchased Assets to Buyer free and clear of all Encumbrances; (ii) an assignment and assumption agreement, in substantially the form attached hereto as Exhibit E (the “Assignment and Assumption Agreement”), duly executed by Seller, effecting the assignment to and assumption by Buyer of the applicable Purchased Assets and the Assumed Liabilities; (iii) the Escrow Agreement, duly executed by Seller and the Escrow Agent; (iv) a master services agreement, substantially in the form attached hereto as Exhibit F (the “Master Services Agreement”), and an initial work order under the Master Services Agreement (“Work Order #1”), substantially in the form attached hereto as Exhibit G, duly executed by Seller, pursuant to which Buyer will supply to Seller certain products manufactured by Buyer; (v) [DELETED] (vi) with respect to each Real Property Lease, (a) a Termination of Lease duly executed by all relevant parties, and (b) either (x) an Amendment of Lease or any Subsidiary (y) a new, original lease between Buyer and landlord, all in connection with form and substance acceptable to Buyer, in its sole and absolute discretion, delivering the Leased Real Property to Buyer; (vii) a sublease agreement, duly executed by Seller, pursuant to which Buyer will grant Seller the option to lease a portion of the Leased Real Property on mutually agreed upon terms inclusive of the terms described on Exhibit H, subject to approval by the landlord and The University of Texas System (the “Sublease Agreement”); (viii) a non-foreign affidavit, duly executed by Seller, dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under Treasury Regulations Section 1.1445-2(b), certifying that Seller is not a “foreign person” as defined in Section 1445 of the Code; (ix) a certificate of the secretary or an assistant secretary (or equivalent officer) of Seller, certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby. (e) All waiting periods (hereby and any extensions thereof) applicable to this Agreement thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby under the HSR Act shall have expired or been terminated.and thereby; (fx) GP Approval shall A certificate of Seller certifying that the conditions set forth in Section 3.02(b) and Section 3.02(c) have been obtainedsatisfied; (xi) Certificates of incumbency for the officers of Seller executing this Agreement or any other document contemplated herein dated as of the Closing Date; (xii) Certificates of existence and good standing of Seller from the States of Texas and Delaware, dated the most recent practicable date prior to the Closing Date; and (xiii) such other customary agreements, instruments or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) All the representations Each and warranties every representation of Seller contained in under this Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct accurate in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations date when made and warranties are true and correct as aforesaid on shall be deemed to have been made again at and as of the time of Closing Date, no effect and shall at and as of such time of Closing be given true and accurate in all respects except as to any materiality qualification contained in such representation changes specifically contemplated by this Agreement or warrantyconsented to by Buyer. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed by the president of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No suit, action or other proceedings shall, on the Closing Datedate of Closing, be pending or threatened before any Governmental Entity court or governmental agency seeking to restrain, prohibit, prohibit or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (de) There Seller shall have been obtained any and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure delivered Exhibit IV to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. (e) All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminatedBuyer. (f) GP Approval Buyer shall have received Exhibit IV and completed its due diligence concerning the Properties and the results of such due diligence shall be satisfactory to Buyer in its sole opinion. (g) The transactions contemplated by this Agreement shall have been obtainedapproved by the Board of Directors of Buyer. (h) The issuance of the Series A Preferred Stock pursuant to this Agreement shall have been approved by the vote of not less than a majority of the Common Stock of Buyer, as represented in person or by proxy at a special meeting of Buyer called for such purpose.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations obligation of Buyer under this Agreement are to consummate the transactions to be performed by it in connection with the Closing is subject to each the satisfaction of the following conditions being metconditions: (a) 7.1 All the representations and warranties of made by Seller contained in this Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on at and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty. (b) 7.2 Seller and Parent shall have performed and complied in with all material respects with (or compliance therewith shall have been waived by Buyer) each agreements, covenants and every covenant, agreement and condition conditions required by this Agreement to be performed or and complied with by Seller on or prior to or at the ClosingClosing Date. (c) 7.3 Seller shall have procured all third party consents necessary to consummate the transactions contemplated by this Agreement. 7.4 No suit, action or other proceedings shall, on the Closing Date, proceeding against Buyer shall be pending or threatened before any Governmental Entity seeking court or governmental agency in which it is sought to restrain, prohibit, restrain or prohibit the consummation of this Agreement or to obtain damages or other relief in connection with this Agreement or the consummation transactions contemplated hereby. 7.5 Delivery to Buyer by Seller of a certificate to the effect that each of the conditions specified above in Sections 7.1 through 7.4 are satisfied in all respects. 7.6 Delivery to Buyer by Seller of (a) a Bill of Sale and Assignment conveying the Acquired Ass▇▇▇ to Buyer, a form of which is attached hereto as Exhibit A; (b) a Trademark Assignment, a form of which is attached hereto as Exhibit B; (c) a legal opinion of Seller's counsel, a form of which is attached hereto as Exhibit C; and (d) any other assignments, certificates, transfer documents and other instruments as may be, in the opinion of counsel to Buyer, reasonably necessary to effectuate the transfer of the Acquired Assets and the transactions contemplated by this Agreement. (d) There 7.7 Buyer shall have been obtained any received a copy of the resolutions of the sole stockholder of Seller and all consentsthe Board of Directors of Seller, approvalscertified by an officer of Seller, authorizations, licenses, orders or permits set forth on Schedule 5.7; authorizing and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, approving the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. 7.8 Execution by employees of Seller and Parent identified in Schedule 7.8 of an estoppel certificate (ea) All waiting periods stating that such employee does not have any right, title or interest in the Acquired Assets, including the Intellectual Property, and (b) stating that any existing nondisclosure agreements currently in effect are and shall continue to be fully enforceable, or if any extensions thereof) applicable such nondisclosure agreements are not fully enforceable or in effect, an agreement by such employee to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminatedexecute a new nondisclosure agreement. (f) GP Approval shall 7.9 No damage or destruction or other change has occurred with respect to the Acquired Assets or the Business, that, individually or in the aggregate, would have been obtaineda material adverse effect on the use or operation of the Acquired Assets or the Business.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under Buyer's obligation to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent (any or all of which may be waived in writing, in whole or in part, by the Buyer; it being met:understood and agreed that the waiver by the Buyer of any such conditions shall not affect the obligations of the Seller and the Shareholder under Section 10.2 hereof): (a) All the representations and warranties of Seller contained in this Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty. (b) The Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each obligation and every covenant, agreement and condition covenant required by this Agreement to be performed or to be complied with by Seller it on or prior to the Closing Date. (b) The representations and warranties of the Seller and Shareholder contained herein or in any Schedule attached hereto shall be true and correct in all material respects at and as of the ClosingClosing Date as if made at and as of such time. (c) No suitThe Seller shall have delivered to the Buyer the ▇▇▇▇ of Sale executed by the Seller and such other good and sufficient instruments and documents of conveyance and transfer executed by the Seller as shall be necessary and effective to transfer and assign to, action or other proceedings shalland vest in, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation Buyer all of the transactions contemplated by this AgreementSeller's right, title and interest in and to the Assets. (d) There The Seller shall have been obtained any delivered to the Buyer an Assignment and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, Assumption Agreement for each of the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement Packaging Facility Lease and the consummation of Dock Facility Lease executed by the transactions contemplated herebySeller. (e) All waiting periods The Buyer shall have received written evidence, in form and substance satisfactory to it, that all consents, waivers, authorizations and approvals of, or filing with or notices to, governmental entities and third parties (and including, if necessary, any extensions thereofparty to an Assumed Liability) applicable to this Agreement and required in order that the transactions contemplated hereby under the HSR Act shall be consummated have expired been obtained or been terminatedmade. (f) GP Approval Buyer shall have been obtainedprovided with certified copies of resolutions of the Boards of Directors of Seller and Shareholder and of the shareholder of Seller, authorizing this Agreement and its consummation. (g) There shall not have occurred since December 31, 1995 any material damage or loss by theft, casualty or otherwise, whether or not insured against by the Seller, of all or any material portion of the Assets, or any material adverse change in or interference with the Business or the properties, assets, condition (financial or otherwise) or prospects of the Seller. (h) Each of the Seller and the Shareholder shall have executed and delivered a ten (10) year non-competition agreement with the Buyer and Parent, in substantially the form attached hereto as Exhibit D. (i) No action, suit or proceeding by any person shall have been commenced and still be pending, no investigations by any governmental or regulatory authority shall have been commenced and still be pending, and no action, suit or proceeding by any person shall have been threatened against the Seller or the Shareholder, seeking to restrain, prevent or change the transactions contemplated hereby or questioning the validity or legality of any such transactions. (j) The Seller and the Shareholder shall have delivered to the Buyer a certificate dated the Closing Date signed by the President of the Seller and the Shareholder as to the satisfaction of the conditions contained in Sections 8.2(a), 8.2(b) and 8.2(g) hereof, and all such other certificates and documents as the Buyer or its counsel shall have reasonably requested. (k) Seller shall have provided Buyer with a Phase I Environmental Site Assessment (acceptable to Buyer) as to the entire leased real property. Seller has agreed to address those issues raised in the Phase I report as are more fully set forth in Exhibit E attached hereto. (l) Seller shall deliver an environmental certificate to Buyer in the form attached as Schedule 8(l). (m) Buyer shall have received an agreement from Seller and Shareholder to pay for the removal of all underground storage tanks on the leased property, when and as requested by Buyer, not later than two (2) years subsequent to closing. (n) Seller and Shareholder shall have delivered to Buyer an agreement to pay for any remediation of the leased real property related to the removal of the underground storage tanks and remediation as required by law related to Seller's activities on the leased property prior to Closing. Such remediation is to be performed in accordance with all applicable requirements of the EPA and the State of Alabama. Such obligation shall expire two (2) years after the Closing Date, if not requested by Buyer prior to such date. (o) Buyer shall have agreements in principle satisfactory to Buyer with the key employees of Seller listed on Schedule 8.2(q) hereto to continue to be employed by Buyer subsequent to the Closing Date. (p) Buyer and Seller shall have agreed upon the allocation of the Purchase Price. (q) Buyer shall have received an opinion from counsel to Seller as to corporate matters in form and substance satisfactory to Buyer's counsel.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ All obligations of Buyer under this Agreement are subject to the fulfillment, prior to the, or at the Closing on, the Closing Date, of each of the following conditions being metconditions: (a) All the 6.1 The representations and warranties of Seller by Sellers contained in this Agreement, and Agreement or in any agreement, instrument certificate or document delivered to Buyer pursuant hereto or in connection herewith on or prior to the Closing Date, provisions hereof shall be true and correct in all material respects on at and as of the time of Closing Date as if though such representations and warranties were made on at and as of such date, except as affected by transactions permitted by this Agreementtime. 6.2 Buyer shall have received the resignations of all present officers and directors of, and except shall appoint such new officers and directors, of Acquiree as Buyer shall direct, subject, however, to the extent requirement that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as the resignations of such specified date. For present officers and directors shall take effect, and such new officers and directors shall take office, only at such time following the sole purpose Closing, as such taking of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect office shall be given to any materiality qualification contained in such representation or warrantylawful and proper following compliance by Acquiree of all requirements therefor under the Securities Exchange Act of 1934. (b) Seller 6.3 Acquiree and Sellers shall have performed and complied in with all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenantother covenants, agreement and condition conditions required by this Agreement to be performed or complied with by Seller them prior to or at the Closing. 6.4 Acquiree shall have, at the Closing, a minimum of Two Million Dollars (c$2,000,000.00) No suitin cash in hand, action or other proceedings shall, on the Closing Date, be pending or threatened before accounts payable and accrued expenses of no more than Three Hundred Thousand Dollars ($300,000.00). Any adjustments to any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreementabove accounts shall be reflected as an adjustment to the Price, as defined in Section 1.2. (d) There 6.5 Acquiree shall have been obtained any and all consentsterminated the rights conveyed to certain respective Employees under the Alacrity Systems Incorporated Employee Stock Compensation Program, approvals, authorizations, licenses, orders or permits set forth such rights to include an option on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, stock not previously vested. 6.6 Acquiree shall have executed the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Waiver Agreement and shall make best efforts to cause the consummation execution of the transactions contemplated herebyWaiver Agreement by the respective Warrant Holder. (e) All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminated. (f) GP Approval shall have been obtained.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations Obligations of Buyer under this Agreement are to close hereunder shall be subject to each the fulfillment and satisfaction, prior to or at Closing, of the following conditions being met:set forth below or the written waiver thereof by Buyer. (a) All Seller shall have duly executed and delivered to Buyer one or more bills of sale for the representations and warranties Assets; (b) The Seller shall have delivered to Buyer (i) a certificate of Seller contained in this Agreement, and in any agreement, instrument its good standing as of a recent date as issued by the Secretary of State of their respective states of incorporation or document delivered pursuant hereto organization (ii) a copy of its bylaws or in connection herewith on or prior to the Closing Date, shall be true and correct in all material respects on and operating agreement certified as of the Closing Date as if made on and as of such dateby its Secretary or Assistant Secretary, except as affected by transactions permitted by this Agreement, and except to the extent (iii) evidence that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement action necessary to be performed or complied with taken by Seller prior it to or at the Closing. (c) No suit, action or other proceedings shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of effectuate the transactions contemplated by this AgreementAgreement has been taken, and (iv) certified copies of resolutions of the Board of Directors and shareholders of the Seller in form and substance reasonably satisfactory to Buyer; (c) Seller shall have filed and delivered termination statements for any and all Liens or UCC financing statements, including, without limitation, the following UCC financing statements filed with the State of Florida: UCC 4200603594938; 200603541311 and 200509699462. (d) There Buyer shall have been obtained any and the exclusive right to represent themselves as the successors of the Business previously conducted by the Seller. Seller shall at the Closing, transfer to Buyer all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification of their right to, any Governmental Entity, or any other Person or entityand title and interest in, the failure corporate name and "Able Oil Melbourne" and any derivative thereof, within the State of Florida. At Closing, Seller shall amend its Articles of Incorporation, to comply with which would have a Material Adverse Effect, shall be required change the Seller's name so as not to be made confusingly similar to "Able Oil Melbourne", and that does not contain the words or obtained by "Able Oil Melbourne". Seller shall deliver the amendment to articles of incorporation to Buyer or any Subsidiary in connection at Closing for Buyer to file with the execution, delivery Florida Department of State. Seller and performance Parent and any affiliates each agree to never use any of this Agreement and these words in the consummation names of any entity or in any tradenames in which they have an interest within the State of Florida. Seller hereby waives any objection to Buyer's use of the transactions corporate name "Able Oil Florida" or "Able Oil Melbourne" and any derivative thereof, and hereby agrees to execute any documents necessary to effectuate the name change contemplated herebyherein. (e) All waiting periods (Buyer shall obtain such permits, licenses, filings and any extensions thereof) applicable other governmental authorizations, agreements or a transfer of same which in Buyer's sole discretion permits Buyer to this Agreement and operate the transactions contemplated hereby under the HSR Act shall have expired or been terminatedBusiness. (f) GP Approval shall have been obtained.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under Buyer’s obligation to acquire the Property pursuant to this Agreement are shall be subject to each of the following conditions being met: (a) All the representations and warranties of Seller contained in this Agreementsatisfaction, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, of all of the following conditions precedent, each of which may be waived by Buyer in its sole discretion: (a) Seller shall be true and correct have performed, in all material respects on respects, all of its covenants and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by obligations under this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty.; (b) Seller shall have performed timely executed and complied delivered to Escrowee all of the items referred to in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing.Section 11.2 hereof; and (c) No suitAll of Seller’s representations and warranties set forth in Section 6.1 of this Agreement shall be true and correct in “all material respects” (as defined below) as of the Closing Date (provided that if Seller’s representations and warranties are not so true and correct in all material respects, Seller shall have five (5) days after written notice thereof from Buyer to [at its election] take curative action such that the representations and warranties at issue are then true and correct in all material respects); provided, however, that (i) if Buyer has knowledge (as defined in Section 6.2(c)) on or other proceedings shallbefore the Contract Date of matters which, if known to Seller or if notice had been received by Seller with respect thereto, would make a representation or warranty of Seller untrue, then Seller shall not be deemed in breach of any representation or warranty with respect to such matter and Seller shall not be obligated to confirm same in its certificate delivered under Section 11.2(t) below, and such matter shall not give rise to any further condition to Buyer’s obligations under this Section 8.1; and (ii) if, due to a change of facts or circumstances, a representation or warranty by Seller that was true and accurate when made on the Contract Date, becomes untrue or inaccurate as of the Closing Date, then (x) to the extent such change was not the result of a default of any of Seller’s covenants under this Agreement, such change shall not constitute a default by Seller under this Agreement or a breach of Seller’s representations or warranties hereunder and Seller shall not be pending obligated to confirm same in its certificate delivered under Section 11.2(t) below, and (y) if (and only if) such change of facts or threatened before circumstances results in Seller’s representations and warranties contained in this Agreement no longer being true and correct in “all material respects” and if Seller has not taken the curative action described above in this subsection (c) within the five (5) day period provided therefor, then so long as such change was not caused by Buyer’s default hereunder, Buyer shall have such rights (as its sole recourse therefor) as described in the last sentence of this Section 8.1. For purposes of this Section 8.1(c), the term “all material respects” shall mean that any Governmental Entity seeking inaccuracy in such matter at issue (together with all other breaches of representations and warranties set forth in this Agreement, if any) will have an adverse monetary effect on the Property which exceeds Two Million and 00/100 Dollars ($2,000,000.00). If any of the conditions to restrain, prohibit, or obtain damages or other relief Buyer’s obligations to acquire the Property under this Section 8.1 have not been satisfied within the time periods and in connection accordance with the consummation terms set forth herein, then Buyer shall have the right, as its sole recourse, to terminate this Agreement by written notice to Seller delivered on or before the Closing Date, in which event the E▇▇▇▇▇▇ Money Deposit shall be returned to Buyer, subject to the disbursement and payment release conditions set forth in Section 3.1, all obligations of the transactions contemplated by this Agreement. parties hereto shall thereupon cease (d) There shall have been obtained any and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, except for those which survive the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance early termination of this Agreement as expressly provided herein) and the consummation of the transactions contemplated hereby. (e) All waiting periods (and any extensions thereof) applicable to this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the transactions contemplated hereby part of Seller under any other provision of this Agreement, in which case the HSR Act terms of Section 12.2 shall have expired or been terminatedalso apply. (f) GP Approval shall have been obtained.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. (a) The ------------------------------------------------ obligations obligation of Buyer under this Agreement are to consummate the Transactions associated with the First Closing is subject to the satisfaction at or prior to the First Closing of each of the following conditions being metconditions, unless waived by Buyer in writing: (ai) All the The representations and warranties of Seller the Sellers contained in Sections 3 and 4 (incorporating the Disclosure Schedule) as updated by the Sellers through the First Closing Date) shall be true and correct as of the date of this Agreement and on and as of the First Closing Date, as though made on and as of the First Closing Date; provided that each representation and warranty of the Sellers contained in this AgreementAgreement shall, if specifically qualified by materiality, be true and in any agreementcorrect and, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Dateif not so qualified, shall be true and correct in all material respects in each case as of the date of this Agreement and on and as of the First Closing Date Date, as if though made on and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as First Closing Date. (ii) Each of a specified date, in which case such representation or warranty the Sellers shall have been true and correct performed in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations all obligations and warranties are true and correct as aforesaid on and as of the Closing Dateagreements, no effect shall be given to any materiality qualification contained in such representation or warranty. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each all covenants and every covenantconditions, agreement and condition required by contained in this Agreement to be performed or complied with by Seller each of them prior to or at on the ClosingFirst Closing Date. (ciii) No suitSellers shall have caused FANI to deliver to Buyer a certificate of an executive officer of each of the Fidelity Companies (other than FTL), action or other proceedings shall, on dated the First Closing Date, certifying as to (i) the good standing of such company (with good standing certificate attached), (ii) true and correct attached copies of the charter documents of such Entity (certified by the Secretary of State of the State of Ohio), and (iii) the incumbency of all signatories to any document or instrument delivered by such Entity in connection with the Transactions and their respective authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and the Transactions. (iv) Except as set forth in Section 9.1(a)(iv) of the Disclosure Schedules, on or before the closing, Sellers shall have obtained a release and discharge of any and all Encumbrances (including Tax Liens), security interests, restrictions, defects and Encumbrances which affect each Fidelity Company or the Business, and shall provide Buyer with all UCC-3 forms where applicable. (v) There shall not have been any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there shall be no action, suit or proceeding pending or threatened before threatened, which, in Buyer’s reasonable judgment (i) makes or may make this Agreement or any Governmental Entity seeking to restrain, prohibitof the Transactions illegal, or obtain imposes or may impose material damages or other relief penalties in connection therewith; (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay the Transactions; or (iii) increases in any material respect the liabilities or obligations of Buyer arising out of this Agreement, or any of the Transactions. (vi) No Party shall have terminated this Agreement under Section 6.15, above, due to inability to secure Necessary Funding. (vii) Each of RMarks, MMarks and RKohn shall have entered into the agent agreement contemplated by Section 6.4; (viii) Each of RMarks, MMarks and RKohn shall have executed and delivered the restrictive covenant agreement contemplated by Section 6.11. (ix) All consents to contracts required in connection with the consummation of the transactions contemplated by this AgreementTransactions to be completed at the First Closing that are identified on Section 9.1(a)(ix) of the Disclosure Schedules shall have been received and delivered to Buyer. (dx) There Since the date hereof, nothing shall have occurred, and Buyer shall not have become aware of any circumstance, change or event having occurred prior to such date, which individually or in the aggregate, has had or, in the reasonable judgment of Buyer, could be expected to have, a Material Adverse Effect on the Business or a Material Adverse Effect on (i) the Transactions or Buyer’s liabilities or obligations with respect to such Transactions; or (ii) the business or prospects of the Fidelity Companies, taken as a whole, the Business or Buyer (including any potential change or event disclosed on any Schedule which, subsequent to the date hereof, actually occurs). (xi) All approvals and consents by any Governmental Entity required in connection with the consummation of the Transactions to be completed at the First Closing that are identified on Section 9.1(a)(xi) of the Disclosure Schedules shall have been obtained any and shall be in full force and effect and delivered to Buyer; all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, filings with any Governmental Entity, or any other Person or entity, the failure to comply with which would have a Material Adverse Effect, shall be as are required to be made or obtained by Buyer or any Subsidiary in connection with the executionconsummation of such transactions that are identified on Section 9.1(a)(xi) of the Disclosure Schedules, delivery shall have been made; and performance all waiting periods, if any, applicable to the consummation of such transactions imposed by any Governmental Entity shall have expired. (xii) Sellers shall have caused (i) FCL to deliver to Buyer evidence that it was validly withdrawn its tariff in Ohio containing BLES, and (ii) FVS to deliver to Buyer a copy of each of the amended Forms 499-A and Forms 499-Q which evidence a reclassification of all revenue as revenue of FVS originally reported as revenue derived from telecommunications services as revenue derived from the provision of IVoIP services. (xiii) All actions, proceedings, instruments and documents required to carry out the Transactions to be completed on the First Closing Date or incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for Buyer, and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as such counsel shall have reasonably requested. (b) The obligation of Buyer to consummate the Transactions associated with the Second Closing is subject to the satisfaction at or prior to the Second Closing of each of the following conditions, unless waived by Buyer in writing: (i) The representations and warranties of the Sellers contained in Section 4 (incorporating the Disclosure Schedule) that relate to FTL shall be true and correct as of the date of this Agreement and on and as of the Second Closing Date, as though made on and as of the Second Closing Date; provided that each representation and warranty of the Sellers contained in this Agreement that relate to FTL shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects in each case as of the date of this Agreement and on and as of the Second Closing Date, as though made on and as of the Second Closing Date. (ii) Each of the Sellers shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed or complied with by each of them prior to or on the Second Closing Date. (iii) Sellers shall have caused FTL to deliver to Buyer a certificate of an executive officer of FTL, dated the Second Closing Date, certifying as to (i) the good standing of FTL (with good standing certificate attached), (ii) true and correct attached copies of its formation documents, and (iii) the incumbency of all signatories to any document or instrument delivered by FTL in connection with the Transactions and their respective authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and the Transactions. (iv) There shall not have been any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Entity, and there shall be no action, suit or proceeding pending or threatened, which, in Buyer’s reasonable judgment (i) makes or may make this Agreement or the acquisition of the FTL Equity Interests illegal, or imposes or may impose material damages or penalties in connection therewith; (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay the Second Closing; or (iii) increases in any material respect the liabilities or obligations of Buyer with respect to its acquisition of the FTL Equity Interests. (v) All consents to contracts required in connection with the consummation of the transactions contemplated herebysale of the FTL Equity Interests that are identified on Section 9.1(b)(v) of the Disclosure Schedules shall have been received and delivered to Buyer. (evi) All waiting periods (and any extensions thereof) applicable to this Agreement and Since the transactions contemplated hereby under the HSR Act date hereof, nothing shall have expired occurred, and Buyer shall not have become aware of any circumstance, change or been terminatedevent having occurred prior to such date, which individually or in the aggregate, has had or, in the reasonable judgment of Buyer, could be expected to have, a Material Adverse Effect on the business of FTL or a Material Adverse Effect on (i) Buyer’s liabilities or obligations with respect to its acquisition of the FTL Equity Interests; or (ii) the business or prospects of FTL. (fvii) GP Approval All approvals and consents by any Governmental Entity required in connection with the Second Closing that are identified on Section 9.1(b)(vii) of the Disclosure Schedules shall have been obtainedobtained and shall be in full force and effect and delivered to Buyer; all filings with any Governmental Entity, as are required in connection with the consummation of such transactions that are identified on Section 9.1(b)(vii) of the Disclosure Schedules, shall have been made; and all waiting periods, if any, applicable to the consummation of such transactions imposed by any Governmental Entity shall have expired. (viii) All actions, proceedings, instruments and documents required to carry out the Transactions to be completed on the Second Closing Date or incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for Buyer, and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as such counsel shall have reasonably requested.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) All Each of the representations and warranties of Seller contained in this Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Article IV shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such datedate (and without regard to any materiality qualification in such representations and warranties), except (i) as affected by transactions contemplated or permitted by this Agreement, and except (ii) to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date; and (iii) any such inaccuracies or breaches the dollar value of which, when added to all (x) Title Defect Amounts, (y) amounts attributable to Casualty Losses and (z) Environmental Defect Values, do not exceed five percent (5%) of the Purchase Price. For If Seller and Buyer are unable to reach agreement as to the sole purpose dollar value attributable to an inaccuracy or breach of determining whether or not any of such the representations and warranties are true and correct as aforesaid on and as of the Closing DateSeller, no effect such dispute shall be given to any materiality qualification contained resolved in such representation or warrantyaccordance with Section 12.1. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (c) Seller shall have delivered a certificate executed by the president of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled. (d) No suit, action Proceeding (excluding any Proceeding initiated by Buyer or other proceedings any of its Affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (de) There Buyer shall have been obtained any received a release of all Liens encumbering the Properties and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure related to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary and/or filed in connection with the executionSenior Credit Facility (including releases of associated financing statements, delivery if any), executed in recordable form by the Senior Lender, and performance of this Agreement in form and the consummation of the transactions contemplated hereby. (e) All waiting periods (and any extensions thereof) applicable substance agreeable to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminatedBuyer. (f) GP Approval Buyer, or its designee, shall have been obtainedreceived separate conveyances of the Properties owned by each of the respective entities comprising the Seller, which conveyances shall be substantially in the form of the instrument attached hereto as Exhibit 9.1(f) in all material respects (the “Conveyance”). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing. (i) ▇▇▇▇▇ Fargo Bank, N.A., shall have agreed to assign (or transfer the economic benefit of), and shall have delivered, at Closing, instruments effecting such assignment or transfer, the Existing ▇▇▇▇▇▇ to Buyer’s designated financial institution. (j) All of the Existing ▇▇▇▇▇▇ shall be in full force and effect, and neither Seller nor the counterparty thereto shall be in breach or default thereunder. (k) TEMI shall have entered into arrangements acceptable to Buyer in its sole discretion to transfer the portion of the 1993 Gas Purchase Contract applicable to the Properties to Buyer or Buyer’s designee. (l) Seller shall have obtained all necessary consents to assignment or waivers of preferential rights to purchase with regard to the sale of the Properties. (m) Seller shall have obtained and delivered to Buyer a full and complete copy of all exhibits and schedules to the 1993 Gas Purchase Contract or, alternatively, otherwise provided written assurances reasonably acceptable to Buyer from the parties to such agreement that the contents of any exhibit or schedule not so obtained and delivered will not adversely affect Buyer’s ownership and operation (or liabilities) of the Properties after the Closing in any material respect.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under to consummate the transactions contemplated by this Agreement (including, for the avoidance of doubt, the consummation of the transactions contemplated at any Retained Easement Closing) are subject to each of the following conditions being met:met (or waived by Buyer in writing in its sole discretion): (a) All Each and every representation of Seller under this Agreement (i) shall be true and accurate in all material respects (other than (A) any representation that is subject to a materiality qualifier, which shall be true and accurate in all respects after giving effect to such materiality qualification and (B) the representations and warranties set forth in the last sentence of Seller contained in this AgreementSection 4.5, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, which shall be true and correct in all material respects on respects) as of the date when made and shall be deemed to have been made again at and as of the time of Closing (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, at and as of the time of the Retained Easement Closing) and (ii) shall at and as of the Closing Date as if made on (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, at and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as time of a specified date, in which case such representation or warranty shall have been the Retained Easement Closing) be true and correct accurate in all material respects as of (or, with respect to (A) any representation that is qualified by materiality, in all respects after giving effect to such specified date. For materiality qualification or (B) the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as set forth in the last sentence of the Closing DateSection 4.5, no effect shall be given to any materiality qualification contained in such representation or warrantyall respects). (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, prior to or at the Retained Easement Closing) (except for covenants, agreements and conditions that are qualified by materiality, each of which Seller shall have performed and complied with in all respects after giving effect to such materiality qualification). (c) No suit, action or other proceedings shall, on the date of Closing Date(or, as applicable, the Retained Easement Closing), be pending or threatened before any court or Governmental Entity Authority seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. Agreement (d) There shall have been obtained any and all consentsincluding, approvalsfor the avoidance of doubt, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herebyat any Retained Easement Closing), and no law, rule or regulation shall have been enacted by any Governmental Authority that makes the consummation of the transactions contemplated by this Agreement (including, for the avoidance of doubt, the consummation of the transactions contemplated at any Retained Easement Closing) illegal. (i) All Easement Amendments and all Required Contract Extensions, Renewals and Executions shall have been obtained in accordance with Section 6.2(a) and true and correct copies thereof shall have been delivered to Buyer, (ii) the Lender Consent shall have been obtained and a true and correct copy thereof shall have been delivered to Buyer and (iii) the Seller Lien shall have been released in accordance with this Agreement. (e) All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act Seller shall have expired performed and delivered, as applicable (or been terminatedshall contemporaneously be performing and delivering, as applicable) the actions and items set forth in Section 9.2. (f) GP Approval shall have been obtained.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations obligation of Buyer under this Agreement are to purchase the Acquired Assets at the Closing Date are, at its option, subject to fulfillment or waiver by Buyer of each of the following conditions being metconditions: (a) All the representations 9.1 Each representation and warranties warranty of Seller contained in this AgreementAgreement (including any exhibit, and in any agreement, instrument schedule or other agreement or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, hereto) shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality, Material Adverse Effect or similar phrases, in which case such representations and warranties shall be true and complete in all respects) on and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty. (b) Seller shall have performed and or complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition all agreements required by this Agreement to be performed or complied with by Seller prior to or at the Closing. 9.2 Each representation and warranty of the Equity Holder contained in this Agreement (c) No suitincluding any exhibit, action schedule or other proceedings shallagreement or document delivered pursuant hereto) shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality, Material Adverse Effect or similar phrases, in which case such representations and warranties shall be true and complete in all respects) on and as of the Closing DateDate and the Equity Holder shall have performed or complied in all material respects with all agreements required by this Agreement to be performed or complied with by the Equity Holder prior to or at the Closing. 9.3 Since the date of this Agreement, there shall have been no material adverse changes in Seller’s assets (including, but not limited to, the Acquired Assets) or in the financial condition, operations, or prospects of Seller. 9.4 All Consents or amendments listed in Schedule 9.4 to the Seller Disclosure Schedule have been filed, made or obtained and all waiting periods specified by law with respect thereto shall have expired or been terminated. 9.5 The Buyer Parties shall have conducted, at its expense, a due diligence examination of the Acquired Assets and, in its sole discretion, shall be satisfied with the results of its review. 9.6 Auditor, at Buyer Parties’ expense, shall have completed the Audit to the satisfaction of Buyer in its sole discretion, and issued its opinion without qualification, and such Audit shall indicate that Buyer is solvent and that the financial statements of Seller, as audited, shall be in all material respects consistent with the Seller Financial Statements. 9.7 Kensington shall have prepared for filing, to its reasonable satisfaction, a current report on Form 8-K to announce the Closing, and shall have verified to its reasonable satisfaction, the information about Seller contained in such current report on Form 8-K. 9.8 The Employment Agreement shall be in full force and effect and the Equity Holder shall be ready, willing and able to commence his employment with Buyer under the Employment Agreement and shall not have given notice that he desires to amend the Employment Agreement. 9.9 No Proceeding shall be pending or threatened before any court or Governmental Entity seeking to restrain, prohibit, Body that presents a substantial risk of the restraint or obtain damages or other relief in connection with the consummation rescission of the transactions contemplated by this Agreement or that imposes a substantial risk to Buyer’s ability to obtain title to and possession of the Acquired Assets on the terms and conditions contemplated by this Agreement. (d) There shall have been obtained any and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure to comply with which would have a Material Adverse Effect, shall be 9.10 All actions required to be made or obtained taken by Buyer or any Subsidiary in connection with Seller to authorize the execution, delivery and performance of this Agreement Agreement, shall have been duly and validly taken. 9.11 At Closing, all the Acquired Assets, including the Transferred Cash, shall have been transferred and delivered to Buyer. The Bridge Advance, less the Forgiven Bridge Amount, shall be repaid to Buyer. 9.12 The following, in form and substance reasonably acceptable to the Buyer Parties, shall have been delivered to Buyer at or before Closing: (a) A ▇▇▇▇ of sale, assignment and assumption agreement, executed by Seller, and all the Acquired Assets shall have been transferred and delivered to Buyer; (b) A certificate from Seller and the consummation Equity Holder certifying the conditions described in Sections 9.1 and 9.2 above have been satisfied; (c) A certificate executed by an officer of Seller including a complete and accurate list of all Accounts Receivable, Accounts Payable and Inventory as of the transactions contemplated hereby.Closing Date, and setting forth the aging of such Accounts Receivable (the “Closing Assets Schedule”); (d) A copy of the most recent bank statement for each of Seller’s Bank Accounts, and a list of all deposits to and withdrawals from each such Bank Account from the date of the most recent bank statement up to and including the Closing Date; (e) All waiting periods A copy of a fully executed and authorized amendment to the Articles of Organization of Seller, changing the name of Seller from “Allianex, LLC” to another name satisfactory to Buyer, for Buyer to file with the Secretary of State of the State of California (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminated.“Name Change Amendment”); and (f) GP Approval shall have been obtainedSuch other documents as Buyer may reasonably request.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations obligation of Buyer under this Agreement are hereunder to purchase the Shares is subject to the fulfillment, at or before the Closing, of each of the following conditions being met:(all or any of which may be waived in whole or in part by Buyer in its sole discretion): (a) All The representations and warranties made by Sellers in this Agreement, taken as a whole, and each of the representations and warranties considered individually, shall be true and correct, in all material respects on and as of the Closing Date as though made on and as of the Closing Date, without giving any effect to any supplement to the Disclosure Schedules. (b) Sellers shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by the Seller at or before the Closing. (c) There shall not be in effect on the Closing Date any writ, judgment, decree, injunction or similar order of a Governmental Authority or any applicable law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents. (d) All consents, approvals and actions of, filings with and notices to any Governmental Authority or other third party necessary to permit Buyer and Sellers to perform their obligations under this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby (including any approval, consent, ratification, waiver, or other authorization listed on Schedules 3.5 and 3.10) shall have been duly obtained, made or given and shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental Authority necessary for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, including under the HSR Act, shall have occurred. (e) Sellers and the Escrow Agent shall have executed and delivered to Buyer the Escrow Agreement. (f) Sellers shall have delivered to Buyer the Share Certificates duly endorsed in blank or accompanied by duly executed Stock Assignments. (g) Each person who was a directors and/or officer of the Company immediately prior to the Closing shall have resigned in writing from his or her position(s) as a director and/or officer of the Company. (h) Each of the Sellers shall have executed and delivered to Buyer a noncompetition agreement substantially in the form attached as Exhibit C hereto (the “Seller Noncompetition Agreements”). (i) Each of the Key Employees shall executed and delivered to Buyer an employment agreement in such form as is reasonably acceptable to Buyer (the “Employment Agreements”). (j) Each of the Sellers shall have executed and delivered to Buyer the Sellers’ Release in the form attached as Exhibit D hereto (the “Sellers’ Release”). (k) Sellers shall have provided satisfactory evidence to Buyer that the Company has not made any change in its accounting methods (for tax or financial purposes) such that the Company changes from accounting on an accrual basis to accounting on a cash basis for income tax purposes. (l) Buyer shall have received a certification, in form acceptable to the Buyer, of ▇▇▇▇ ▇▇▇▇▇ stating, that to his knowledge, all of the representations and warranties contained in this Agreement, Agreement (including the Disclosure Schedules) are true and correct in any agreement, instrument or document delivered pursuant hereto or in connection herewith all material respects. (m) Buyer shall have received a complete and accurate list of all Accounts Receivable as of the close of business on or the date immediately prior to the Closing Date, which list sets forth the aging of such Accounts Receivable and whether such Account Receivable is billed or unbilled. (n) Sellers shall be true have delivered to Buyer the Prior Year-End Financial Statements as set forth in Section 3.8, together with a certificate of the Sellers stating that the representations and correct warranties in Section 3.8 were accurate in all material respects as of the date of delivery of such Prior Year-End Financial Statements to Buyer and are accurate in all respects on and as of the Closing Date as if made on and as of such datethe Closing Date, except as affected by transactions permitted by this Agreement, and except without giving effect to any supplement to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty Disclosure Schedules. (o) Seller shall have been true and correct in all material respects as delivered to Buyer evidence of such specified date. For the sole purpose Company’s cash account that includes the amount of determining whether or not any of such representations and warranties are true and correct as aforesaid on and the 2006 Boeing Rebate as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty. (bp) Seller Sellers shall have performed delivered to Buyer such other documents as Buyer may reasonably request for the purpose of (i) evidencing the accuracy of any of Sellers’ representations and complied in all material respects with warranties, (ii) evidencing the performance by either Seller of, or the compliance therewith shall have been waived by Buyer) each and every covenanteither Seller with, agreement and condition any covenant or obligation required by this Agreement to be performed or complied with by Seller prior such Seller, (iii) evidencing the satisfaction of any condition referred to or at the Closing. (c) No suit, action or other proceedings shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibitin this Section 6.1, or obtain damages or other relief in connection with (iv) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement. (dq) There shall have been obtained any and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure The waiting period applicable to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. (e) All waiting periods (and any extensions thereof) applicable to by this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminated. (fr) GP Approval Buyer shall have been obtainedreceived the opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇, Hargreaves & Savitch LLP dated as of the Closing Date in the form attached as Exhibit F hereto. (s) The Cash Balance shall not be less than (1) $5,200,000 less (2) any portion of the 2006 Boeing rebate actually paid by the Company prior to Closing; provided, however, that if the Company has, prior to Closing, made any payment of the 2006 Boeing rebate then the Sellers shall certify to Buyer at Closing the amount paid and any amount that remains to be paid.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under this Agreement to purchase the Purchased Assets at the Closing are subject to the satisfaction, or where legally permissible, waiver, on or before the Closing Date of each of the following conditions being metconditions: (a) All the The representations and warranties of the Seller contained in this Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, Agreement shall be true and correct in all material respects on (except such representations and warranties as of the Closing Date are qualified as if made on and as of such dateto materiality by their terms, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been be true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and respects) as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty. (b) and the Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by all its covenants contained in this Agreement (except such covenants as are qualified as to materiality by their terms, which shall be complied with in all respects) to be performed or and complied with by Seller prior to it on or at before the Closing.Closing Date; (b) No statute, rule or regulation or order or injunction of any court or administrative agency shall be in effect that prohibits Buyer from consummating the transactions contemplated hereby; (c) No suit, action or other proceedings shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief All Consents required in connection with the consummation transactions contemplated hereby shall have been obtained on terms that are not reasonably likely to adversely affect the business, financial condition, results of operations, assets, liabilities or prospects of the transactions contemplated by this Agreement.Business after the Closing; (d) There shall have been obtained not be any and all consentsmaterial action, approvals, authorizations, licenses, orders suit or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order proceeding pending or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure threatened that seeks to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and prohibit the consummation of the transactions contemplated hereby.; (e) All waiting periods actions, proceedings, instruments and documents required to carry out the transactions contemplated by this Agreement, including without limitation all of the Related Agreements, shall be reasonably satisfactory to Buyer; (f) From and after the date hereto to the Closing, there shall not have occurred any extensions thereofMaterial Adverse Change with respect to the Business; (g) applicable Seller shall have delivered or otherwise make available to Buyer for inspection all materials reasonably requested by Buyer, and Buyer shall have completed to its satisfaction, its business, legal, accounting and tax due diligence review of Seller and the Business; and (h) Buyer shall have obtained on terms and conditions satisfactory to it all financing necessary to consummate the transactions contemplated by this Agreement and the transactions contemplated hereby under Related Agreements (including without limitation paying the HSR Act shall have expired or been terminatedcash portion of the Closing Purchase Price). (f) GP Approval shall have been obtained.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of the Buyer under this Agreement are subject to the delivery of the documents and other items set forth in Sections 3.2 and 3.4 and the satisfaction, at or prior to the Closing, of each of the following conditions being met(unless expressly waived in writing by the Buyer), and the Sellers, CHI and Hast▇ ▇▇▇ll exert their commercially reasonable efforts to cause each such condition to be so fulfilled: (a) All The execution and delivery by Hast▇ ▇▇ the representations Hast▇ Intellectual Properties Agreement and warranties of Seller contained in this the Hast▇ ▇▇▇-Competition Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty.; (b) Seller shall have performed The execution and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at delivery of the Closing.New Lease Agreements; (c) No suit, action or other proceedings shall, on Carbona shall have entered into an Employment Agreement (the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection "New Carbona Employment Agreement") with the consummation of Buyer on terms satisfactory to the transactions contemplated by this Agreement.Buyer and Carbona; (d) There The delivery of the documents and monies required under Section 3.2; (e) No litigation, governmental action or other proceeding shall have been obtained any and all consentsthreatened, approvals, authorizations, licenses, orders asserted or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entitycommenced which materially adversely affects the Sellers, the failure to comply with which would have a Material Adverse Effect, shall be required to be made Purchased Assets or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. (e) All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminated.; (f) GP Approval Prior to the Closing, any Encumbrances to which the Purchased Assets are subject (except Permitted Exceptions) shall have been obtainedreleased and the Buyer shall be provided with evidence of such releases having been filed in the appropriate offices of governmental authorities in each jurisdiction where such filing is necessary for proper filing in accordance with applicable law; (g) The Sellers shall have completed the corrective actions (if any) required under Section 7.4 hereof; (h) The delivery of the Compass Bank 1201 Consent; and (i) The Buyer shall have completed a pre-acquisition review of the Subject Business, including, without limitation, a review of the Inventory, the Fixed Assets, the Personal Property Leases, the Real Property Leases, the Assumed Contracts and the Facilities, and shall have discovered no conditions, facts or circumstances which, in the opinion of the Buyer, could have a material adverse effect on the value to the Buyer of the Subject Business, or its condition (financial or otherwise) or prospects taken as a whole.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under to carry out the transactions contemplated by this Agreement are subject to each of the following conditions being met: fulfillment (a) All the representations and warranties of Seller contained or waiver in this Agreementwriting by Buyer), and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, of each of the following conditions: (a) Buyer and Seller shall have received all applicable and required governmental and regulatory approvals, including, but not limited to, that of the New York State Banking Department, FDIC and Federal Trade Commission or Department of Justice, as applicable, with respect to the transactions contemplated by this Agreement, all applicable waiting periods relating thereto shall have expired and Buyer and Seller shall have complied fully with all conditions of such approvals which can be complied with at or prior to the Closing Date (all such approvals and the expiration of such waiting periods, hereinafter the "Regulatory Approvals"). (b) In all material respects, the representations and warranties of Seller shall be true and correct in all material respects on and as of the Closing Date as if made on and as Seller shall not have breached any of such date, except as affected by transactions permitted by its covenants under this Agreement, Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty. (b) Seller shall have performed and complied in all material respects with (or compliance therewith all of its obligations under this Agreement. The Chief Executive Officer and the Chief Financial Officer of Seller shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement deliver a certificate on the Closing Date to be performed or complied with by Seller prior to or at the Closingsuch effect. (c) No suitBuyer shall have received a duly executed ▇▇▇▇ of Sale and Assignment of Assets of Seller conveying the Assets in substantially the form set forth in Exhibit G hereto. (d) Seller shall have executed the Assignment and Assumption Agreement in substantially the form set forth in Exhibit H hereto. (e) Seller shall have delivered to Buyer Exhibits B, action or other proceedings shallC, D and E certified by an officer of Seller as complete and correct, listing the Liabilities, Contractual Obligations, Operating Assets and Account Loans, as of the dates specified in Article I. (f) Buyer shall have received on the Closing DateDate fully executed original Leases for the Branch Offices in the form annexed and as set forth in Exhibit H. (g) Buyer shall have received the opinion of counsel for Seller in satisfactory form substantially as set forth in Exhibit I hereto. (h) No court or governmental or regulatory authority of competent jurisdiction shall have enacted, be pending issued, promulgated, enforced or threatened before entered any Governmental Entity seeking to restrainstatute, prohibitrule, or obtain damages regulation, judgment, decree, injunction or other relief order (whether temporary, preliminary or permanent) which is in connection with the effect and prohibits consummation of any of the transactions contemplated by this the Agreement. (di) There Between the date hereof and the Closing Date, there shall have been obtained any and all consents, approvals, authorizations, licenses, orders no material damage to or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order destruction or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation condemnation of the transactions contemplated herebyBranch Offices. (ej) All waiting periods (and any extensions thereof) applicable to this Agreement Between the date hereof and the transactions contemplated hereby under the HSR Act Closing Date, there shall have expired occurred no Material Adverse Effect in the operations or been terminatedbusiness of the Branch Offices other than any such change which is a result of changes in general economic conditions which affect the banking industry as a whole. (fk) GP Approval On or prior to the Closing Date, to the extent in Seller's possession, Seller shall deliver to Buyer the Records, and other files, documents, papers, and records as shall be reasonably necessary to conduct a banking business at the Branch Offices and to administer the Assets and the Liabilities or as Buyer shall reasonably request. (l) Buyer shall have received a certificate from Seller, signed by a duly authorized officer thereof, stating that all conditions set forth in this Article X have been obtainedfulfilled.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under this Agreement to purchase and pay for the Purchased Assets and assume the Assumed Liabilities are subject to each of the following conditions being met: (a) All the representations and warranties of Seller contained in this Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith fulfillment on or prior to the Closing Dateof the following conditions, any one or more of which may be waived by Buyer: (a) The representations and warranties of the R-Vision Group and the SUPA Sellers in this Agreement and the Purchase Agreement (other than the representations and warranties of the R-Vision Group and the SUPA Sellers as of a specified date, which shall be true and correct as of such date) shall have been true and correct on the date they were made and shall be true and correct in all material respects (without giving effect to any limitation as to “material,” “materiality,” “material adverse change” or “material adverse effect” set forth therein) on and as of the Closing Date as if though such representations and warranties were made on and as of such date, except as affected by transactions permitted by this Agreement, ; (b) The R-Vision Group and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty SUPA Sellers shall have been true performed and correct satisfied in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations all covenants and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition agreements required by this Agreement or the Purchase Agreement to be performed or complied with satisfied by Seller them at or prior to or at the Closing.; (c) No suitAll conditions to closing set forth in Article 10 of the Purchase Agreement shall have been satisfied or waived by Buyer in writing and the “Closing” pursuant to the Purchase Agreement shall have occurred or shall occur concurrently herewith; (d) Seller shall have delivered to Buyer a certificate, action or other proceedings shall, on dated the Closing Date, and signed by an executive officer of Seller and the Sellers’ Representative, to the effect that the conditions specified in Sections 8.1(a), 8.1(b), 8.1(c) and 8.1(e) have been satisfied; (e) Since January 1, 2005, there shall not have been any Business Material Adverse Effect; (f) The purchase of the Purchased Assets and the assumption of the Assumed Liabilities and the consummation of the other transactions contemplated by this Agreement and the Purchase Agreement shall not be pending prohibited by any applicable Legal Requirements. No action shall have been instituted at or threatened before prior to the Closing by any Person other than a party to this Agreement or any affiliate of such party, or instituted by any Governmental Entity seeking Entity, relating to restrain, prohibit, this Agreement or obtain damages or other relief in connection with the consummation any of the transactions contemplated by this Agreement. (d) There shall have been obtained any it, which has a reasonable likelihood of success and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure to comply with result of which would have a Material Adverse Effect, shall be required reasonably likely to be made (i) prevent or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and make illegal the consummation of the transactions contemplated hereby.Transactions or (ii) have a Business Material Adverse Effect; (eg) All waiting periods (and any extensions thereof) applicable to this Agreement Concurrently with the payment of the Purchase Price, Buyer shall have received from Seller and the transactions contemplated hereby under SUPA Sellers a duly and validly executed copy of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Buyer, that are necessary or appropriate to evidence the HSR Act release of all Liens (other than Permitted Liens), and which are also deemed sufficient by Meridian Title Corporation as to liens secured by Real Property to clear the liens from title and permit Meridian Title Corporation to issue title policy without excepting such liens; (h) Meridian Title Corporation shall be irrevocably committed to issue policies of owner’s title insurance to Buyer with respect to the Owned Real Estate, free and clear of all Liens, except for Permitted Liens; and (i) Buyer shall have expired or been terminatedreceived the final Phase II environmental report with respect to the Owned Real Estate from ▇▇▇▇▇▇▇ Environmental Services, LLC, in form and substance reasonably satisfactory to Buyer. (f) GP Approval shall have been obtained.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under Buyer’s obligation to acquire the Property pursuant to this Agreement are shall be subject to each of the following conditions being met: (a) All the representations and warranties of Seller contained in this Agreementsatisfaction, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, of all of the following conditions precedent, each of which may be waived by Buyer in its sole discretion: (a) Seller shall have performed, in all material respects, all of its covenants and obligations under this Agreement; (b) Seller shall have timely executed and delivered to Escrowee all of the items referred to in Section 11.2 hereof; and (c) All of Seller’s representations and warranties set forth in Section 6.1 of this Agreement shall be true and correct in “all material respects on and respects” (as defined below) as of the Closing Date as (provided that if made on Seller’s representations and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been warranties are not so true and correct in all material respects as of respects, Seller shall have five (5) days after written notice thereof from Buyer to [at its election] take curative action such specified date. For that the sole purpose of determining whether or not any of such representations and warranties at issue are then true and correct in all material respects); provided, however, that (i) if Buyer has knowledge (as aforesaid defined in Section 6.2(c)) on or before the Contract Date of matters which, if known to Seller or if notice had been received by Seller with respect thereto, would make a representation or warranty of Seller untrue, then Seller shall not be deemed in breach of any representation or warranty with respect to such matter and Seller shall not be obligated to confirm same in its certificate delivered under Section 11.2(t) below, and such matter shall not give rise to any further condition to Buyer’s obligations under this Section 8.1; and (ii) if, due to a change of facts or circumstances, a representation or warranty by Seller that was true and accurate when made on the Contract Date, becomes untrue or inaccurate as of the Closing Date, no effect then (x) to the extent such change was not the result of a default of any of Seller’s covenants under this Agreement, such change shall not constitute a default by Seller under this Agreement or a breach of Seller’s representations or warranties hereunder and Seller shall not be given obligated to any materiality qualification confirm same in its certificate delivered under Section 11.2(t) below, and (y) if (and only if) such change of facts or circumstances results in Seller’s representations and warranties contained in such representation or warranty. (b) Seller shall have performed this Agreement no longer being true and complied correct in “all material respects with (or compliance therewith shall have been waived by Buyer) each respects” and every covenant, agreement and condition required by if Seller has not taken the curative action described above in this Agreement to be performed or complied with by Seller prior to or at the Closing. subsection (c) No suitwithin the five (5) day period provided therefor, action or other proceedings shallthen so long as such change was not caused by Buyer’s default hereunder, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (d) There Buyer shall have been obtained any and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. (e) All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminated. (f) GP Approval shall have been obtained.such

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ All obligations of Buyer under this Agreement hereunder are subject to the fulfillment, at or prior to the Closing, of each of the following conditions being met:precedent set forth below or otherwise contained herein. (a) All the The representations and warranties of Seller contained in this Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, herein shall be true and correct in all material respects on and as of the Closing Date Closing, with the same force and effect as if though made on and as of such said date, except as affected effected by the transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warrantycontemplated hereby. (b) Seller shall have performed all of its obligations and agreements, and complied in with all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenantof its covenants herein, agreement and condition required by this Agreement to be performed or and complied with by Seller Seller, prior to closing or at such earlier date as herein specified. At the Closing, Seller shall deliver possession of the Assets to Buyer as contemplated herein. (c) No suitThe Bankruptcy Court shall have entered an order: (i) approving the sale, action or other proceedings shalltransfer, on the Closing Dateassignment and assumption, be pending or threatened before any Governmental Entity seeking to restrainas appropriate, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated Assets to Buyer upon the terms and conditions set forth herein, free and clear of any and all liens, claims and encumbrances of any kind or nature whatsoever, excluding only the security interest in favor of the Seller in and to the Accounts Receivable and those liabilities or obligations of Seller, if any, expressly assumed by this AgreementBuyer; (ii) , (iii) providing that any and all valid liens, claims and encumbrances shall attach to the Purchase Price at Closing; and (iv) contained a finding that the Buyer is a good faith purchaser pursuant to Section 363 (m) of the Bankruptcy Code (the "Sale Order"). (d) There Subject to paragraph 17 below, unless individually or collectively waived by Buyer in writing proper to the entry of the Sale Order, the Bankruptcy Court shall have been obtained entered an order(s) approving Seller's assumption of the Assumed Contracts in accordance with Section 365(b) of the Bankruptcy Case and assignment to Buyer as of Closing. If the Sale Order shall not have become final and beyond further appeal or reconsideration by any court (thereby becoming a "Final Order"). Buyer shall have the right solely in the discretion of Buyer, to delay the Closing until a date not later than fifteen (15) days after the Sale Order shall become a Final Order. (e) At the Closing, Seller shall deliver to Buyer the following documents (executed by Seller's authorized representatives, as appropriate), in a form satisfactory to Buyer, and other items: (i) Bill ▇▇ Sale; (ii) Absolute Assignment of the Assumed Contracts and Intangible Property; (iii) Original certificates of title for the vehicles or other assets, assigned by Seller to Buyer; (iv) Copies or originals of all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; the Books and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, Records; (v) A certified copy of the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with Sale Order; (vi) Originals of the Assumed Contracts; (vii) A certified resolution of Seller's Board of Directors authorizing the execution, delivery and performance of this Agreement and Agreement; (viii) Notices in a form reasonably satisfactory to Buyer executed by Seller's president to each customer or account debtor of Seller, as the consummation case may be, of the transactions contemplated hereby. (e) All waiting periods (and any extensions thereof) applicable sale of the Assets and/or Buyer's right to this Agreement and collect the transactions contemplated hereby under Accounts Receivable, such notices to be delivered to such parties by Buyer immediately after the HSR Act shall have expired or been terminated.Closing; and (f) GP Approval There shall have been obtained.no material and adverse change in the Assets from the date hereof until the Closing except as disclosed, and reasonably acceptable to, Buyer

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations obligation of Buyer under this Agreement are to purchase the Acquired Assets at the Closing Date are, at its option, subject to fulfillment or waiver by Buyer of each of the following conditions being metconditions: (a) All the representations 8.1 Each representation and warranties warranty of Seller contained in this AgreementAgreement (including any exhibit, and in any agreement, instrument schedule or other agreement or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, hereto) shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality, Material Adverse Effect or similar phrases, in which case such representations and warranties shall be true and complete in all respects) on and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty. (b) Seller shall have performed and or complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition all agreements required by this Agreement to be performed or complied with by Seller prior to or at the Closing. 8.2 Since the date of this Agreement, there shall have been no material adverse changes in Seller’s assets (cincluding, but not limited to, the Acquired Assets) or in the financial condition, operations, or prospects of Seller. 8.3 All Consents or amendments listed in Schedule 8.3 to the Seller Disclosure Schedule have been filed, made or obtained and all waiting periods specified by law with respect thereto shall have expired or been terminated. 8.4 The Buyer shall have conducted, at its expense, a due diligence examination of the Acquired Assets and, in its sole discretion, shall be satisfied with the results of its review. 8.5 Auditor, at Buyer’s expense, shall have completed the Audit to the satisfaction of Buyer in its sole discretion, and issued its opinion without qualification, and such Audit shall indicate that Seller is solvent and that the financial statements of Seller, as audited, shall be in all material respects consistent with the Seller Financial Statements. 8.6 Buyer shall have prepared for filing, to its reasonable satisfaction, a current report on Form 8-K to announce the Closing, and shall have verified to its reasonable satisfaction, the information about Seller contained in such current report on Form 8-K. 8.7 No suit, action or other proceedings shall, on the Closing Date, Proceeding shall be pending or threatened before any court or Governmental Entity seeking to restrain, prohibit, Body that presents a substantial risk of the restraint or obtain damages or other relief in connection with the consummation rescission of the transactions contemplated by this Agreement or that imposes a substantial risk to Buyer’s ability to obtain title to and possession of the Acquired Assets on the terms and conditions contemplated by this Agreement. (d) There shall have been obtained any and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure to comply with which would have a Material Adverse Effect, shall be 8.8 All actions required to be made or obtained taken by Buyer or any Subsidiary in connection with Seller to authorize the execution, delivery and performance of this Agreement Agreement, shall have been duly and validly taken. 8.9 At Closing, all the consummation Acquired Assets shall have been transferred and delivered to Buyer. 8.10 The following, in form and substance reasonably acceptable to the Buyer, shall have been delivered to Buyer at or before Closing: (a) A b▇▇▇ of sale, assignment and assumption agreement, executed by Seller, and all the Acquired Assets shall have been transferred and delivered to Buyer; (b) A certificate from Seller certifying the conditions described in Sections 8.1, 8.2 and 8.3 above have been satisfied; (c) A certificate executed by an officer of Seller including a complete and accurate list of all Accounts Receivable, Accounts Payable and Inventory as of the transactions contemplated hereby.Closing Date, and setting forth the aging of such Accounts Receivable and Accounts Payable (the “Closing Assets Schedule”); (d) A copy of the most recent bank statement for each of Seller’s Bank Accounts, and a list of all deposits to and withdrawals from each such Bank Account from the date of the most recent bank statement up to and including the Closing Date; (e) All waiting periods (and any extensions thereof) applicable to this Agreement and At the transactions contemplated hereby under the HSR Act Closing, Buyer shall have expired or been terminatedinstructed its Transfer Agent to deliver to Seller a certificate in the name of Seller representing the Closing Shares. (f) GP Approval shall have been obtainedSuch other documents as Buyer may reasonably request.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under to consummate the transactions contemplated by this Agreement (including, for the avoidance of doubt, the consummation of the transactions contemplated at any Retained Easement Closing) are subject to each of the following conditions being met:met (or waived by Buyer in writing in its sole discretion): (a) All Each and every representation of Seller under this Agreement (i) shall be true and accurate in all material respects (other than (A) any representation that is subject to a materiality qualifier, which shall be true and accurate in all respects after giving effect to such materiality qualification and (B) the representations and warranties set forth in the last sentence of Seller contained in this AgreementSection 4.5, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, which shall be true and correct in all material respects on respects) as of the date when made and shall be deemed to have been made again at and as of the time of Closing (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, at and as of the time of the Retained Easement Closing) and (ii) shall at and as of the Closing Date as if made on (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, at and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as time of a specified date, in which case such representation or warranty shall have been the Retained Easement Closing) be true and correct accurate in all material respects as of (or, with respect to (A) any representation that is qualified by materiality, in all respects after giving effect to such specified date. For materiality qualification or (B) the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as set forth in the last sentence of the Closing DateSection 4.5, no effect shall be given to any materiality qualification contained in such representation or warrantyall respects). (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, prior to or at the Retained Easement Closing) (except for covenants, agreements and conditions that are qualified by materiality, each of which Seller shall have performed and complied with in all respects after giving effect to such materiality qualification). (c) No suit, action or other proceedings shall, on the date of Closing Date(or, as applicable, the Retained Easement Closing), be pending or threatened before any court or Governmental Entity Authority seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. Agreement (d) There shall have been obtained any and all consentsincluding, approvalsfor the avoidance of doubt, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herebyat any Retained Easement Closing), and no law, rule or regulation shall have been enacted by any Governmental Authority that makes the consummation of the transactions contemplated by this Agreement (including, for the avoidance of doubt, the consummation of the transactions contemplated at any Retained Easement Closing) illegal. (d) (i) All Easement Amendments and all Required Contract Extensions, Renewals and Executions shall have been obtained in accordance with Section 6.2(a) and true and correct copies thereof shall have been delivered to Buyer, (ii) the Lender Consent shall have been obtained and a true and correct copy thereof shall have been delivered to Buyer and (iii) the Seller Lien shall have been released in accordance with this Agreement. (e) All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act Seller shall have expired performed and delivered, as applicable (or been terminatedshall contemporaneously be performing and delivering, as applicable) the actions and items set forth in Section 9.2. (f) GP Approval shall have been obtained.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations obligation of Buyer under to close this Agreement are Transaction is subject to the satisfaction or waiver by Buyer, at or before the Closing, of each of the following conditions being metconditions: (a) All the The representations and warranties of Seller Sellers and the Company contained in this Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, herein shall be true and correct in all material respects on as of the date when made and as of the Closing Date closing as if though made on and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty.; (b) Seller Sellers and the Company shall have performed performed, satisfied and complied in all material respects respect with (or compliance therewith shall have been waived by Buyer) each all covenants, agreements and every covenant, agreement and condition conditions required by this Agreement the Transaction to be performed performed, satisfied or complied with by Seller it at or prior to or at the Closing.; (c) No suitAny required consent to the transfer of the Purchased Assets and the Business under any law, action regulation, lease or other proceedings shallcontract shall have been obtained; (d) Any required consent to the assignment of an Contract to be assumed by Buyer shall have been obtained; (e) The parties shall have complied with the requirements of the California Bulk Sales Law, if required, unless waiver by mutual agreement of the parties; (f) Buyer shall have satisfactorily completed, in Buyer’s sole discretion, its due diligence review of Sellers and the Company and the Purchased Assets and the Business; (g) The Purchased Assets and the Business shall be in substantially the same condition on the Closing Date as on the Effective Date, and there shall be no loss or damage to the property prior to the Closing Date; (h) All Encumbrances relating to the Purchased Assets and the Business shall be satisfied, terminated and discharged by Sellers and the Company on or prior to the Closing Date, and evidence reasonably satisfactory to Buyer and its counsel of the satisfaction, termination and discharge shall be pending delivered to Buyer at or threatened prior to the Closing Date; (i) Buyer and Buyer’s auditors shall have satisfactorily completed, in Buyer’s sole discretion, an audit of the financial books and records of the Company; and (j) No action, suit or proceeding before any Governmental Entity seeking court or any governmental body or authority that would in any way affect the Purchased Assets and the Business, Sellers or the Company or the ability of the parties to restrain, prohibit, or obtain damages or other relief in connection with the consummation of consummate the transactions contemplated by this Agreement. (d) There Agreement shall have been obtained any and all consents, approvals, authorizations, licenses, orders instituted or permits set forth threatened on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, before the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herebyClosing Date. (e) All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminated. (f) GP Approval shall have been obtained.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under this Agreement are subject to each of the following conditions being met: (a) All the representations and warranties of Seller contained in this Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty. (b) Seller LP Sellers shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller LP Sellers prior to or at the LP Closing. (b) LP Sellers shall have delivered a certificate executed by an executive officer of LP Sellers dated as of the LP Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsection (a) above have been fulfilled. (c) No suit, action Proceeding (excluding any Proceeding initiated by Buyer or other proceedings any of its Affiliates) shall, on the LP Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (d) There Buyer shall have been obtained any received a release of Liens with respect to the LP Properties, executed in recordable form by the Lender, and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; in form and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure substance agreeable to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herebyBuyer. (e) All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act Buyer shall have expired or been terminatedreceived an assignment of the LP Properties executed and delivered by LP Sellers, which assignment shall be substantially in the form of the instrument attached hereto as Exhibit D in all material respects (the “Assignment”). (f) GP Approval Buyer shall have been obtainedreceived a certificate that each of the LP Sellers is not a “foreign person”, executed and delivered by LP Sellers that complies with Section 1445 of the Code and the United States Department of Treasury regulations promulgated thereunder. (g) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by LP Sellers or any other party to Buyer prior to or in connection with the LP Closing. (h) Evidence of replacement bonds guarantees and letters of credit, pursuant to Section 12.10. (i) Closing shall have occurred between Buyer, LEH and others pursuant to Asset Purchase and Sale Agreement dated as of April 13, 2008.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under Buyer's obligation to acquire the Property pursuant to this Agreement are shall be subject to each of the following conditions being met: (a) All the representations and warranties of Seller contained in this Agreementsatisfaction, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, of all of the following conditions precedent, each of which is for the benefit of Buyer and may be waived by Buyer in its sole discretion [provided that if Buyer terminates this Agreement because the condition precedent set forth in clause (b) below is not satisfied, then, in consideration of Seller having entered into this Agreement, $100,000.00 of the Earn▇▇▇ ▇▇▇ey Deposit shall be paid to Seller (and to the extent necessary therefor, Buyer will give such written instructions to Escrowee as will enable it to pay said $100,000.00 to Seller within three (3) business days of Buyer's election to terminate under said clause (b) below, failing which Seller shall be entitled to receive all interest accruing on the entire Earn▇▇▇ ▇▇▇ey Deposit from and after said three (3) business day period), with the balance refunded to Buyer, whereas upon the failure of any other conditions precedent set forth below which Buyer does not elect to waive, but, rather, Buyer terminates this Agreement as a consequence thereof, then without limitation of any of Buyer's other rights hereunder, all of the Earn▇▇▇ ▇▇▇ey Deposit shall be refunded to Buyer]: (a) except for Permitted Changes, all representations and warranties of Seller set forth in the Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty.; (b) Seller shall have performed and complied in all material respects with (or compliance therewith there shall have been waived no material adverse change in the condition, financial or otherwise, of the Property or the underlying hotels, banquet/convention facilities or golf courses and related operations since the Contract Date, excluding normal seasonal variations in the operation or condition of the Property, an insured casualty covered by Buyer) each and every covenantSection 9.1 below, agreement and condition required or a condemnation covered by this Agreement to be performed or complied with by Seller prior to or at the Closing.Section 9.2 below; (c) No suitSeller shall have performed, action in all material respects, all of its covenants and obligations under this Agreement; (d) the Title Company shall be prepared to issue the Title Policy (or other proceedings shalla "marked-up" title commitment as described in Section 4.1 above); (e) Seller shall have obtained those consents from, on the Closing Dategiven those notices to, be pending and made those filings and registrations with, any governmental body or threatened before any Governmental Entity seeking to restrain, prohibitauthority, or obtain damages any other person or other relief entity, which are required to be obtained, given or made in connection with the consummation assignment of the transactions contemplated by this Agreement. (d) There shall have been obtained any and all consentsOperating Permits to Lessee, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, with respect to which the failure to comply with which obtain, to give or to make would have a Material Adverse Effect, shall be required materially and adversely affect Lessee's ability to be made or obtained by Buyer or any Subsidiary in connection with conduct business at each Resort on substantially the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. (e) All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminated.same basis as business is currently being conducted thereat; (f) GP Approval those Licenses and Permits and those Operating Permits shall have been obtainedassigned or reissued to either Buyer or Lessee, as appropriate, with respect to which the failure to assign or reissue would have a material and adverse affect on Lessee's ability to conduct the business at the Property as currently conducted; and (g) Seller shall have timely executed and delivered to Escrowee all of the items referred to in Section 11.2 hereof.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of ------------------------------------------------ Buyer under this Agreement to purchase the Purchased Assets are subject to each of and conditioned upon the following conditions being met: (a) All the representations and warranties of Seller contained in this Agreementsatisfaction, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, of each of the following conditions (any one or more of which may be waived in whole or in part by Buyer in its sole discretion): (a) Seller shall have performed or complied with all agreements, covenants, and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing in all material respects; (b) The representations and warranties set forth in this Agreement made by Seller shall be true and correct in all material respects on and as of the Closing Date Date, with the same force and effect as if made on and as of such date, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of though such representations and warranties are true and correct as aforesaid on and had been made on, as of and with reference to the Closing Date, no effect shall be given to any materiality qualification contained in such representation or warranty. (b) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing.; (c) No suit, action or other proceedings shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (d) There shall have been obtained any and all consents, approvals, authorizations, licenses, orders or permits set forth on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the The execution, delivery and performance of this Agreement by Seller has been duly authorized and approved by all requisite action of Seller's Board of Directors and Stockholders, and that this Agreement, duly executed and delivered by Seller, constitutes the consummation valid and binding obligation of Seller; (d) Seller shall have obtained all necessary consents and approvals and complied with all applicable statutes, laws, rules, and regulations including applicable "bulk sales" laws under the transactions contemplated hereby.UCC; (e) All waiting periods (and any extensions thereof) applicable to Buyer's Shareholders shall have approved, if necessary, this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminated.hereunder; (f) GP Approval Buyer shall have been obtained.furnished with evidence satisfactory to Buyer that Seller had good and marketable title to the Purchased Assets, free and clear of all liens and encumbrances and that the instruments of conveyance and transfer executed and delivered by Seller at Closing are valid in accordance with their terms and effectively vest in Buyer good and marketable title to all Purchased Assets; (g) All indebtedness due from the Seller or any person connected with the Seller to the Buyer shall have been satisfied in full, except as allowed for in Schedule D.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under this Agreement to purchase and pay for the Assets and assume the Assumed Liabilities are subject to each of the following conditions being met: (a) All the representations and warranties of Seller contained in this Agreement, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith fulfillment on or prior to the Closing Dateof the following conditions, any one or more of which may be waived by Buyer: (a) The representations and warranties of Seller made in this Agreement and the other Transaction Documents shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such datetrue, except as affected by transactions permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true complete and correct in all material respects as of such specified date. For the sole purpose of determining whether or not any of date hereof (except for such representations and warranties that are qualified by their terms by reference to materiality, which shall be true and correct as aforesaid on in all respects) and as of the Closing Date, no effect as though <PAGE> 33 made on such date, except for those representations and warranties which refer to facts existing at a specific date, which shall be given to any materiality qualification contained true, complete and correct in all material respects or all respects, as the case may be, as of such representation or warranty. (b) date. Seller shall have performed and or complied in all material respects with (or compliance therewith shall have been waived by Buyer) each all obligations and every covenant, agreement and condition covenants required by this Agreement and the other Transaction Documents to be performed or complied with by Seller at or prior to the Closing; and Seller shall have delivered to Buyer a certificate in substantially the form of Exhibit G hereto, dated the Closing Date, and signed by an authorized officer of Seller confirming the foregoing. (b) No action shall have been taken by any Person, and no statute, rule, regulation, decree, injunction or at order shall have been proposed, enacted or entered by any Governmental or Regulatory Body, that threatens to prohibit or unduly delay consummation of the Transactions or that would impose damages as a result thereof. (c) All approvals and actions of or by, and all notices to, all Governmental or Regulatory Bodies which are necessary to consummate the Transactions shall have been obtained or taken place; provided, however, that the approvals, actions and notices listed on Schedule 7.1(c) need not be obtained prior to the Closing. (cd) No suitAny and all consents, action waivers, approvals, authorizations and notices which are necessary to consummate the Transactions or other proceedings shallwhich, on if not obtained or delivered, as applicable, would render legally impermissible the Closing Date, be pending transfer of any Business Contract or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation material portion of the transactions contemplated by this Agreement. (d) There Assets shall have been obtained any and all or delivered; provided, however, that the consents, waivers, approvals, authorizations, licenses, orders or permits set forth authorizations and notices listed on Schedule 5.7; and no ------------ other consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, 7.1(d) need not be obtained prior to the failure to comply with which would have a Material Adverse Effect, shall be required to be made or obtained by Buyer or any Subsidiary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herebyClosing. (e) All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act Buyer shall have expired received evidence, in form and substance reasonably satisfactory to Buyer, that all Liens on the Assets being transferred, other than Permitted Liens, have been released or been terminatedwill be released at Closing. (f) GP Approval Seller shall have executed and delivered each of the Ancillary Agreements to which it is to be a party. (g) Seller shall have delivered to Buyer a certificate of the Assistant Secretary of Seller in the form of Exhibit H hereto, certifying to the resolutions of the Board of Directors of Seller authorizing the transactions contemplated hereby and certifying that (i) such resolutions have not been obtainedrevoked, suspended or amended and remain in full force and effect, and (ii) this Agreement has been approved and adopted by all requisite corporate action on the part of Seller. (h) Buyer shall have received a legal opinion from ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to certain matters covered by Article V.