Common use of Conditions Clause in Contracts

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

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

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

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

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

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

Conditions. (a) The CompanyIn addition to being subject to the satisfaction of the conditions contained in Sections 6.01 and 6.02, on its own initiative, shall not change the terms and conditions obligation of an Issuing Bank to issue any LBL Contract, other than for any changes that are required due Letter of Credit is subject to the satisfaction in full of the following conditions: (i) changes the Borrower shall have delivered to the applicable Issuing Bank (with a copy to the Administrative Agent) an L/C Application in Applicable Lawthe manner prescribed in Section 4.04, and the proposed Letter of Credit shall be reasonably satisfactory to such Issuing Bank as to form and content; and (ii) the terms as of the LBL Contracts date of issuance, no order, judgment or (iii) the requirements decree of any court, arbitrator or Governmental Entity. If Authority shall purport by its terms to enjoin or restrain the Company’s liability under any applicable Issuing Bank from issuing such Letter of Credit and no law, rule or regulation applicable to such Issuing Bank and no request or directive (whether or not having the LBL Contracts is changed because force of changes made on law) from a Governmental Authority with jurisdiction over such Issuing Bank shall prohibit or after request that such Issuing Bank refrain from the Inception Date in issuance of Letters of Credit generally or the terms and conditions issuance of that Letter of Credit or shall impose upon the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With Issuing Bank with respect to any change required due Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Bank is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to the reasons identified Issuing Bank as of the date of this Agreement and which the Issuing Bank in clauses (i) or (iii) above, the Company shall, good ▇▇▇▇▇ ▇▇▇▇▇ material to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)it. (b) Except No Issuing Bank shall extend, renew, or amend any Letter of Credit unless the requirements of this Section 4.03 are met as otherwise set forth or contemplated herein, including in paragraph though a new Letter of Credit were then being requested and issued. (ac) aboveNotwithstanding anything herein to the contrary, no changesIssuing Bank shall have an obligation hereunder to issue, amendments or modifications and shall not issue, any Letter of Credit the proceeds of which would be made on or after the Inception Date of the terms and conditions of the LBL Contracts (including available to any contract riders Person (i) to fund any activity or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement business of or made with any Sanctioned Person or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments activity or modifications are made or consented to business in any LBL Contract Sanctioned Country, in each case, in violation of applicable Sanctions or (ii) in any manner that would result in a violation of any Sanctions by the Company without the prior written approval of the Reinsurer, any party to this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeAgreement.

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

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

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

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

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

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

Conditions. (a) The Company, on its own initiative, shall not change the terms and conditions obligations of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments Backstop Purchaser to amounts due each other under this Agreement. With respect to any change required due consummate the transactions contemplated hereby shall be subject to the reasons identified satisfaction prior to the Closing of each of the following conditions (which may be waived in clauses whole or in part by the Company or the Backstop Purchaser, as the case may be, in its or their sole discretion, except as set forth in subsection (b) below): (i) or The Registration Statement shall have been declared effective by the SEC and shall continue to be effective and no stop order shall have been entered by the SEC with respect thereto, and no proceedings therefore will have been initiated or, to the knowledge of the Company, threatened by the SEC, and any request on the part of the SEC for additional information will have been complied with. (ii) The representations and warranties of each party in Sections 3 and 4 are true and correct in all material respects as of the Closing Date, as if made on such date (except for representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such specified date), nor shall there have occurred any breach of any covenant of the Company set forth in Section 5 hereof. (iii) aboveThe Rights Offering shall have been conducted in all material respects in accordance with this Agreement. (iv) All material governmental and third-party notifications, filings, consents, waivers, and approvals required for the consummation of the transactions contemplated by this Agreement, including the Rights Offering, shall have been made or received. (v) No action shall have been taken, no statute, rule, regulation, or order shall have been enacted, adopted, or issued by any federal, state, or foreign governmental or regulatory authority, and no judgment, injunction, decree, or order of any federal, state, or foreign court shall have been issued that, in each case, prohibits the implementation of the Rights Offering, and the issuance and sale of Common Stock in the Rights Offering, or materially impairs the benefit of implementation thereof, and no action or proceeding by or before any federal, state, or foreign governmental or regulatory authority shall be pending or threatened wherein an adverse judgment, decree, or order would be reasonably likely to result in the prohibition of or material impairment of the benefits of the implementation of the Rights Offering and the issuance and sale of Common Stock in the Rights Offering. (vi) Since the date of this Agreement, there shall not have been any material adverse effect or any effect that would, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of the Company or the Backstop Purchaser, as the case may be, to perform its or their obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis or to materially and adversely affect the business, assets or financial condition of the Company. (vii) As of the Closing Date, trading in the Common Stock shall not have been suspended by the SEC. (viii) As of the Closing Date, the Company shall, Common Stock shall be quoted on the OTCQX Best Market (or a national securities exchange) and quotations as to its price shall not be blocked. (ix) The Backstop Purchaser shall have received a legal opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP with respect to customary matters in a form satisfactory to the extent practicable, prior Backstop Purchaser in its reasonable discretion relating to the effectiveness due authorization of any the issuance of the Rights and the shares of Common Stock in the Rights Offering, the due authorization of this Agreement and such change, promptly notify other matters as the Reinsurer of such proposed change and afford Backstop Purchaser shall reasonably request. (x) The Refinancing Condition shall have been satisfied. (xi) The Company shall enter into the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Registration Rights Agreement. (b) Except as otherwise Notwithstanding the foregoing, the conditions set forth or contemplated hereinin (ii) and (vi) above (x) as they relate to the Backstop Purchaser, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall may only be covered hereunder unless made waived by the Reinsurer pursuant Company, and (y) as they relate to the Administrative Services Agreement or made or consented to Company, may only be waived by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeBackstop Purchaser.

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

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The CompanyCompany Registration Statement: (x) shall be effective as to all Shares, on its own initiativenot subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms light of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability circumstances under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i)which they were made, (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)not misleading. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after The Company shall have secured the Inception Date listing of the terms Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and conditions warranties of the LBL Contracts Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release or filed a current report on Form 8-K, in each case reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if, by 9:20 a.m. (New York time) on December 3, 2003, neither (i) the Company has issued such press release, nor (ii) such current report on Form 8-K is available to the public through the Commission's ▇▇▇▇▇ system. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including to any contract riders without limitation with the Commission, the Nasdaq Stock Market, or endorsements theretothe NASD) shall be covered hereunder unless made by that challenges or calls into the Reinsurer pursuant question the transactions contemplated hereby or, if determined in a manner adverse to the Administrative Services Agreement Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or made its prospects or consented impose liability upon the Purchaser. (f) The Company shall file with the Commission a prospectus supplement to by the Company with the prior written approval Registration Statement (a "Supplement"), in agreed form, within one Trading Day of the Reinsurerdate of this Agreement, in order to evidence and disclose the offer and sale of the Shares issued hereunder. In the event that any such changesaddition, amendments or modifications are made or consented to in any LBL Contract by the Company without shall file a Supplement, in agreed form, on each Settlement Date to disclose the prior written approval of number Shares sold on such Settlement Date and the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madecorresponding Per Share Purchase Price.

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

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

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

Conditions. (a) The Company, on Each Backstop Purchaser’s obligation to purchase shares of Class A Common Stock pursuant to its own initiative, shall not change Backstop Commitment is subject to the terms and conditions of any LBL Contract, other than for any changes that are required due to following conditions: (i) changes the Company shall be in Applicable Law, compliance with its obligations under this Agreement in all material respects; (ii) the terms representations and warranties of the LBL Contracts Company set forth in this Agreement shall be true and correct as of the date of this Agreement and the Closing and the failure of any such representations and warranties to be so true and correct has not resulted in, and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect; and (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, extent required by the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) aboverules of Nasdaq, the Company shall, to shall have obtained the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Stockholder Approval. (b) Except as otherwise set forth or contemplated herein, including The Company’s obligations hereunder are subject to the following conditions: (i) the Backstop Purchasers shall be in paragraph compliance with their respective obligations under this Agreement in all material respects; (aii) above, no changes, amendments or modifications made on or after the Inception Date representations and warranties of the terms Backstop Purchasers hereunder shall be true and conditions correct as of the LBL Contracts date of this Agreement and the Closing and the failure of any such representations and warranties to be so true and correct has not resulted in, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Backstop Purchasers to consummate the transactions contemplated by this Agreement; and (including iii) to any contract riders or endorsements thereto) shall be covered hereunder unless made the extent required by the Reinsurer pursuant rules of Nasdaq, the Company shall have obtained the Stockholder Approval. (c) The Closing is further subject to the Administrative Services Agreement satisfaction or made or consented waiver of the following conditions: (i) consummation of the Rights Offering and delivery of the Subscription Notice to the Backstop Purchasers; (ii) to the extent required by the Company with the prior written rules of Nasdaq, stockholder approval of this Agreement and the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval issuance of the Reinsurer, this Agreement will cover Reinsured Risks incurred by Backstop Acquired Shares in compliance with Nasdaq Rule 5635 (the Company under such LBL Contract as if “Stockholder Approval”); and (iii) the non-approved changes, amendments or modifications had not been madeconsummation of the Exchange Transactions.

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

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

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

Conditions. (a) 5.1 The Company, on its own initiative, shall not change agreement of the terms and conditions of any LBL Contract, other than Subscriber to subscribe for any changes that are required due to the Warrants is conditional on: (i) changes in Applicable Law, the Company delivering evidence satisfactory to the Subscriber of: - approval of the Transaction by the Company's authorised corporate bodies; and - the capacity and authority of each person executing the Agreement on behalf of the Company; (ii) the terms Subscription Price being fully paid by the Subscriber to the Company by means of set-off against a valid, due and payable receivable (créance certaine, liquide et exigible) under the LBL Contracts or Arrangement Fee; (iii) the requirements Subscription not resulting in a violation of any Governmental Entity. If agreement to which the Company’s liability under Company is a party, its articles of association, any shareholders’ agreement (if any), any law or regulation or judgment to which it is subject; (iv) the Subscriber continuing to be admitted to trading and listed on the Euronext Growth market of Euronext Paris and Nasdaq; (v) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered into any judgment, decision, decree, injunction or other order which prohibits consummation of the LBL Contracts Transaction or that seeks, or have the effect of, restraining or prohibiting consummation of the Transaction; and (vi) the Issuer not possessing any Inside Information on any Completion Date. 5.2 The Parties must use their best endeavours (obligation de moyens) to ensure the satisfaction of the Positive Conditions at the latest by the Completion Date. 5.3 The Parties agree that all requests and enquiries from any government, governmental agency, court or other regulatory body concerning the Transaction will be dealt with by the Parties in consultation with each other and the Parties must promptly co-operate with, and provide all necessary information and assistance reasonably required by, such government, agency, court or body upon being requested to do so by the other Party. 5.4 If a Positive Condition is changed because not satisfied on the relevant Completion Date at the latest, the rights and obligations of changes made the Parties hereunder shall terminate on or such date, unless otherwise agreed in writing by the Parties. 5.5 In the event either Party reasonably believes to be in possession of Inside Information on Completion Date, each Party shall notify the other Party in writing thereof, and the Parties shall discuss in good faith a new Completion Date (not being more than twenty (20) Business Days after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (iinitial Completion Date), (ii) or (iii) abovein which case the provisions of Clauses 5.3 and 5.4 shall apply to Completion as so deferred; provided further that such deferral may occur up to, and including, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Disbursement Date of the terms and conditions Tranche A, of the LBL Contracts Tranche B or of the Tranche C as the case may be. To the extent that any Party considers that the information in its possession does not qualify as Inside Information, if the other Party considers that such qualification may not be correct (including and the information may therefore contain Inside Information), the provisions of paragraph 4 of the MAR Letter shall apply, it being specified that, in any event, the Subscriber should not be obliged to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant subscribe to the Administrative Services Agreement or made or consented Warrants if it believes to by the Company with the prior written approval be in possession of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeInside Information.

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

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

Conditions. 6.1 Mutual Conditions to Each Party’s Obligations to Effect the Closing. The obligation of each party to consummate the Closing shall be subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) The Company, on its own initiative, No Law shall not change have been enacted or promulgated by any Governmental Entity in the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) United States which prohibits the terms consummation of the LBL Contracts transactions contemplated by this Agreement including the Merger; and there shall be no order or (iii) injunction of a court of competent jurisdiction in the requirements of any Governmental Entity. If the Company’s liability under any United States in effect precluding consummation of the LBL Contracts is changed because of changes made on or after transactions contemplated by this Agreement including the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Merger. (b) Except The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and shall remain in effect. No legal, administrative, arbitration, investigatory or other proceeding by any Governmental Entity or any other Person shall have been instituted and, at what otherwise would have been the Effective Time, remain pending by or before any Governmental Entity to restrain or prohibit the transactions contemplated hereby. (c) Parent and Company shall have received an opinion from ▇▇▇▇▇▇ Brand LLP, dated the Effective Time, subject to assumptions and exceptions normally included, and in form and substance reasonably satisfactory to Parent and Company and to the effect that the Merger will be treated for federal income tax purposes as otherwise set forth a reorganization within the meaning of Section 368(a) of the Code and that Parent and Company will each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent, Parent Bank, Company and Company Bank satisfactory in form and substance to such counsel. (d) The Required Regulatory Approvals shall have been obtained without the imposition of any non-standard or contemplated herein, including in paragraph unduly burdensome condition relating to the Merger or the Bank Merger that would materially adversely affect the economic benefits of the Merger to Parent or Company. 6.2 Conditions to the Obligations of Parent and Parent Bank. The obligation of Parent and Parent Bank to consummate the Closing shall be subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) aboveExcept for any inaccuracy that would not have a Material Adverse Effect on Company or Company Bank or a Material Adverse Effect on the ability of Company or Company Bank to perform obligations under this Agreement or to consummate the transactions contemplated thereby including the Merger, no changeseach representation and warranty in Article III either (i) shall be accurate as of the Closing Date as though restated on and as of such date or (ii) if such representation and warranty, amendments by its terms, is made as of a date specified therein, shall be accurate as of such date. (b) Company and Company Bank shall have performed and complied with, in all material respects, all material agreements, covenants and obligations required by this Agreement to be performed or modifications complied with by them prior to or at the Closing. (c) Since the Balance Sheet Date, neither Company nor Company Bank shall have experienced a Material Adverse Effect. (d) Parent or Parent Bank shall have received all third-party consents deemed necessary or appropriate in connection with the Merger or the Bank Merger, including, without limitation, the consents of all landlords under all leases to which Company or Company Bank are subject, in form and substance satisfactory to Parent. (e) All directors of Company and Company Bank shall have delivered to Parent on the date of this Agreement, fully-executed Shareholder Agreements in the form attached hereto as Exhibit C (“Company Shareholder Agreement”) and all officers of Company and Company Bank identified on Exhibit D shall have delivered to Parent on the date of this Agreement, fully-executed Nonsolicitation Agreements in the form attached hereto as Exhibit E (“Nonsolicitation Agreement”). (f) The Shareholders’ equity of the Company contained in the Closing Financial Statements shall not be less than $17,100,000 and the ALLL of the Company shall not be less than $1,675,000 or 1.3% of the total outstanding loans of Company as of the Determination Date; provided, however, that the impact of any actions, transactions, or accounting adjustments taken or made solely as a result of this Agreement or any additions to the ALLL made voluntarily by Company Bank related to loans identified as special mention, classified or impaired on the Company Bank April 30th ALLL Report, and the amount of $186,000 added to the ALLL in March 2008 for the Regent Hotel, LLC participation loan, shall be disregarded for purposes of this Section 6.2(f). (g) Parent shall have received Supplemental Disclosure Schedules from Company and Company Bank on the day immediately preceding the Effective Time and none of such Supplemental Disclosure Schedules shall reflect any item that was not on the original Company Disclosure Schedule delivered on the date of execution of this Agreement that has had, would have, or could be reasonably likely to have a Material Adverse Effect on Company or Company Bank at or after the Inception Effective Time, or on consummation of the transactions contemplated by this Agreement. (h) Parent Bank shall have received CLTA/ALTA title insurance policies insuring Parent Bank with respect to each of the leasehold interests of Company and Company Bank subject only to the Permitted Exceptions. (i) Company Bank shall have duly exercised its option to extend the term of the lease on the Stockton banking premises for an additional five-year period and the landlord of the Lodi banking premises shall have agreed in writing that all options under its lease with Company Bank may be exercised by Parent Bank following the Bank Merger. (j) Persons holding five percent (5%) or more in the aggregate of all of the issued and outstanding shares of Parent Common Stock shall not have exercised dissenters’ rights under Chapter 13 of the California Corporations Code in connection with the Merger. (k) Parent shall have received the written resignations from all of the directors of Company and Company Bank. (l) Parent shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of Company and Company Bank, dated as of the Closing, that based upon his knowledge, the conditions set forth in Sections 6.2(a) – (k) inclusive have been satisfied. 6.3 Conditions to the Obligations of Company and Company Bank. The obligations of Company and Company Bank to consummate the Closing shall be subject to the satisfaction or waiver on or prior to the Closing Date of the terms and conditions each of the LBL Contracts following conditions: (a) Except for any inaccuracy that would not have a Material Adverse Effect on Parent or a material adverse effect on the ability of Parent or Parent Bank to perform obligations under this Agreement or to consummate the transactions contemplated thereby including to any contract riders or endorsements theretothe Merger, each representation and warranty in Article II either (i) shall be covered hereunder unless accurate as of the Closing Date as though restated on and as of such date or (ii) if such representation and warranty, by its terms, is made as of a date specified therein, shall be accurate as of such date. (b) Parent and Parent Bank shall have performed and complied with, in all material respects, all material agreements, covenants and obligations required by this Agreement to be performed or complied with by them prior to or at the Closing. (c) Since the Balance Sheet Date, neither Parent nor Parent Bank shall have experienced a Material Adverse Effect. (d) Parent or Parent Bank shall have received all third-party consents deemed necessary or appropriate in connection with the Merger or the Bank Merger, including, without limitation, the consents of all landlords under all leases to which Company or Company Bank are subject, in form and substance satisfactory to Parent. (e) All directors of Parent and Parent Bank shall have delivered to Company on the date of this Agreement, fully-executed Shareholder Agreements in the form attached hereto as Exhibit F (“Parent Shareholder Agreement”). (f) Company shall have received Supplemental Disclosure Schedules from Parent and Parent Bank on the day immediately preceding the Effective Time and none of such Supplemental Disclosure Schedules shall reflect any item that was not on the original Parent Disclosure Schedule delivered on the date of execution of this Agreement that has had, would have, or could be reasonably likely to have a Material Adverse Effect on Parent or Parent Bank at or after the Effective Time, or on consummation of the transactions contemplated by this Agreement. (g) The Board of Directors of Company shall have received an opinion from Sandler ▇’▇▇▇▇▇ + Partners, L.P. dated (i) the date of this Agreement and (ii) the date of mailing, or a date within three (3) days prior to the date of mailing, the Joint Proxy Statement/Prospectus, to the effect that the Per Share Merger Consideration is fair, from a financial point of view, to the holders of Company Common Stock, and such opinion shall not have been withdrawn as of the Effective Time. (h) Company shall have received a certificate signed by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval Chief Executive Officer and Chief Financial Officer of Parent and Parent Bank, dated as of the Reinsurer. In Closing, that based upon his knowledge, the event that any such changes, amendments or modifications are made or consented to conditions set forth in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not Sections 6.3(a) through (g) inclusive have been madesatisfied.

Conditions. The obligation of the Purchaser to ---------- purchase and acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The CompanyCompany Registration Statement: (x) shall be effective as to all Shares, on its own initiativenot subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms light of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability circumstances under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i)which they were made, (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)not misleading. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after The Company shall have secured the Inception Date listing of the terms Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and conditions warranties of the LBL Contracts Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release or filed a current report on Form 8-K, in each case reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if, by 9:20 a.m. (New York time) on December 3, 2003, neither (i) the Company has issued such press release, nor (ii) such current report on Form 8-K is available to the public through the Commission's ▇▇▇▇▇ system. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including to any contract riders without limitation with the Commission, the Nasdaq Stock Market, or endorsements theretothe NASD) shall be covered hereunder unless made by that challenges or calls into the Reinsurer pursuant question the transactions contemplated hereby or, if determined in a manner adverse to the Administrative Services Agreement Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or made its prospects or consented impose liability upon the Purchaser. (f) The Company shall file with the Commission a prospectus supplement to by the Company with the prior written approval Registration Statement (a "Supplement"), in agreed form, within one Trading Day of the Reinsurerdate of this Agreement, in order to evidence and disclose the offer and sale of the Shares issued hereunder. In the event that any such changesaddition, amendments or modifications are made or consented to in any LBL Contract by the Company without shall file a Supplement, in agreed form, on each Settlement Date to disclose the prior written approval of number Shares sold on such Settlement Date and the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madecorresponding Per Share Purchase Price.

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

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

Conditions. (aNotwithstanding the foregoing, no Holder shall be required to comply with Section 10(b) The Company, on its own initiative, shall not change the terms and conditions of in connection with any LBL Contract, other than for any changes that are required due to proposed Company Sale unless: (i) changes in Applicable Lawsuch Holder shall not be required to make any representation, warranty or covenant or provide any indemnity that is not substantially similar to the representations, warranties and covenants made or indemnities provided by all Holders (provided that no Holder shall be required to make any representations, warranties or covenants or provide indemnities as to any other Holders); (ii) such Holder shall not be liable for the terms inaccuracy or breach of any representation, warranty or covenant by any other Person not Affiliated with or an agent of such Holder (other than the LBL Contracts or Company, subject to clause (iii) below) in connection with the Drag-Along Sale; (iii) the requirements liability for indemnification, if any, of such Holder in such Company Sale shall be several, and not joint or joint and several, with any Governmental Entity. If the Company’s liability under any other Person (provided that indemnification to cover breaches of representations, warranties and covenants of the LBL Contracts is changed because Company and any other special indemnities provided by the Company shall be borne pro rata in proportion to, and not to exceed, the amount of changes made on or after consideration paid to such Holder in connection with such Drag-Along Sale) and shall in no event exceed the Inception Date actual proceeds received by such Holder in the terms and conditions Drag-Along Sale (except in the case of fraud or intentional misrepresentation by such Holder); (iv) no Holder shall be required to sign a covenant not to compete or any similar restrictive covenants; (v) upon the consummation of the LBL Contracts Drag-Along Sale, each Holder will receive the same form and amount of consideration for such Holder’s Shares as is received by other Holders in respect of their Shares of such same class or series of Company capital stock; provided that the form of consideration for the Drag-Along Sale shall be payable or deliverable solely in cash or freely tradeable securities; and (including vi) subject to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses clause (i), (ii) or (iiiv) above, requiring the Reinsurer will share in the change proportionately same form of consideration to be available to the coinsurance share hereunder and holders of any single class or series of Company capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received upon the Reinsurer consummation of the Drag-Along Sale, all holders of such Company capital stock will make all appropriate adjustments be given the same option, subject to amounts due each other under compliance with applicable securities Laws. Notwithstanding the foregoing or anything to the contrary in this Agreement. With respect to any change required due to the reasons identified , in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that all or a portion of the consideration payable to any Holder in connection with such changesDrag-Along Sale consists of securities and the exchange or sale of such securities to any Holder would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any state securities Law, amendments or modifications are made or consented to then, at the option of the Parent, such Holders may receive, in any LBL Contract lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeBoard.

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

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

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

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

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

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

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

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

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

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

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

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

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

Conditions. 5.1 Conditions to Obligations of the Purchaser to Effect the Sale at the First Closing and the Second Closing. The obligations of the Purchaser to effect the Sale at each Closing shall be subject to the fulfillment or waiver at or prior to each Closing of the following conditions: (a) The Company, on its own initiative, shall not change Each representation and warranty by the terms and conditions of any LBL Contract, other than for any changes that are required due Seller (including those relating to (i) changes in Applicable Law, (ii) the terms equity holders of the LBL Contracts or (iiiSeller) the requirements of any Governmental Entity. If the Company’s liability under any set forth in Article 3 shall be true and correct in all material respects as of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Closing. (b) Except The Seller shall have performed in all material respects each covenant or other obligation required to be performed by it pursuant to the Transaction Documents prior to the each Closing. (c) The consummation of the transactions contemplated by the Transaction Documents shall not be prohibited by any Legal Requirement or subject the Seller or any of its assets to any penalty or liability arising under any Legal Requirement or imposed by any Government Entity. (d) No action, suit or proceeding shall be pending or threatened before any Government Entity the result of which could prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents, cause any such transaction to be rescinded following such consummation or adversely affect the Seller's performance of its obligations pursuant to the Transaction Documents, and no judgment, order, decree, stipulation, injunction or charge having any such effect shall exist. (e) All filings, notices, licenses, consents, authorizations, accreditation, waivers, approvals and the like of, to or with any Government Entity or any other Person that are required for the Seller to effect the portion of the Sale scheduled for such Closing or any other transaction contemplated by the Transaction Documents shall have been duly made or obtained and the Seller shall have delivered copies thereof to the Purchaser. (f) The Seller shall have delivered to the Purchaser a certificate, dated as otherwise of the Closing, signed by the Chief Executive Manager of the Seller stating that the conditions set forth in Sections 5.1(a) through (e) have been satisfied. (g) The Seller shall have delivered to the Purchaser a copy of the resolutions duly adopted by the Directors Committee of the Seller authorizing the Seller's execution, delivery and performance of the Transaction Documents to which the Seller is a party, the Sale, and all other transactions contemplated by the Transaction Documents, as in effect as of each Closing, certified by the Chief Executive Manager of the Seller. (h) The Seller shall have delivered to the Purchaser a certificate (dated not more than five business days prior to the Closing) of the Secretary of State of the State of New Jersey as to the good standing of the Purchaser in New Jersey. 5.2 Additional Conditions to Obligations of the Purchaser to Effect the Sale at the First Closing. The obligations of the Purchaser to effect the Sale at the First Closing shall be subject to the fulfillment or contemplated herein, including in paragraph waiver at or prior to the First Closing of the additional following conditions: (a) above, no changes, amendments or modifications made on or after The Seller shall have delivered to the Inception Date Purchaser a certificate evidencing the Initial Units. 5.3 Additional Conditions to Obligations of the terms and conditions Purchaser to Effect the Sale at the Second Closing. The obligations of the LBL Contracts (including Purchaser to any contract riders or endorsements thereto) effect the Sale at shall be covered hereunder unless made subject to the fulfillment or waiver at or prior to the Second Closing of the following additional conditions: (a) The Purchaser shall have completed the Financing. (b) The Seller shall have delivered to the Purchaser a certificate evidencing the Subsequent Units. 5.4 Conditions to Obligations of the Seller to Effect the Sale at the First and Second Closings. The obligations of the Seller to effect the Sale shall be subject to the fulfillment or waiver at or prior to the First Closing and the Second Closing of the following conditions: (a) Each representation and warranty of the Purchaser set forth in Article 2 shall be true and correct in all material respects as of the each Closing. (b) The Purchaser shall have performed in all material respects each covenant or other obligation required to be performed by the Reinsurer it pursuant to the Administrative Services Agreement Transaction Documents prior to each Closing. (c) The consummation of the transactions contemplated by the Transaction Documents shall not be prohibited by any Legal Requirement or subject the Purchaser to any penalty or liability arising under any Legal Requirement or imposed by any Government Entity. (d) No action, suit or proceeding shall be pending or threatened before any Government Entity the result of which could prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents, cause any such transaction to be rescinded following such consummation or adversely affect the Purchaser's performance of its obligations pursuant to the Transaction Documents, and no judgment, order, decree, stipulation, injunction or charge having any such effect shall exist. (e) All filings, notices, licenses, consents, authorizations, accreditation, waivers, approvals and the like of, to or with any Government Entity or any other Person that are required for the Purchaser to effect the portion of the Sale scheduled for such Closing or any other transaction contemplated by the Transaction Documents shall have been duly made or consented obtained and the Purchaser shall have delivered copies thereof to the Seller. (f) The Purchaser shall have delivered to the Seller a certificate dated the Closing, signed by the Company with the prior written approval President of the Reinsurer. In Purchaser stating that the event that any such changes, amendments or modifications are made or consented conditions set forth in Section 5.4 (a) through (e) have been satisfied. (g) The Purchaser shall have delivered to in any LBL Contract the Seller a copy of the resolutions duly adopted by the Company without Purchaser's board of directors authorizing the prior written approval Purchaser's execution, delivery and performance of the ReinsurerTransaction Documents to which the Purchaser is a party, this Agreement will cover Reinsured Risks incurred the Sale, and all other transactions contemplated by the Company under Transaction Documents, as in effect as of the Closing, certified by an officer of the Purchaser. (h) The Purchaser shall have delivered to the Seller a certificate (dated not more than five business days prior to the Closing) of the Treasurer of the State of New Jersey as to the good standing of the Purchaser in New Jersey. 5.5 Additional Conditions to Obligations of the Seller to Effect the Sale at the First Closing. The obligations of the Seller to effect the Sale at the First Closing shall be subject to the fulfillment or waiver at or prior to the First Closing of the following additional conditions: (a) The Purchaser shall have delivered to the Seller $250,000 in cash or other immediately available U.S. funds. (b) The Purchaser shall have delivered to the Seller a certificate representing the Shares. (c) The Shares shall have been listed, or approved for listing subject to issuance, on the Nasdaq SmallCap (or such LBL Contract as if other market or exchange on which the non-approved changes, amendments or modifications had not been madeCommon Stock is then listed).

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

Conditions. The obligations of the Initial Purchaser to purchase the Notes under this Agreement are subject to the satisfaction of each of the following conditions or waiver thereof by the Initial Purchaser: (a) The Company, on its own initiative, shall not change All the terms representations and conditions warranties of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and its Subsidiaries contained in this Agreement and in each of the Reinsurer will make Documents and the Perfection Certificate shall be true and correct in all appropriate adjustments to amounts due each other under this Agreementmaterial respects as of the date hereof and at the Closing Date. With respect to any change required due On or prior to the reasons identified in clauses (i) or (iii) aboveClosing Date, the Company shall, and each other party to the extent practicableDocuments (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, prior complied with or satisfied pursuant to the effectiveness of any Documents (other than conditions to be satisfied by such changeother parties, promptly notify which the Reinsurer of such proposed change and afford failure to so satisfy could not, individually or in the Reinsurer the opportunityaggregate, reasonably be expected to the extent practicable, to object to such change under applicable administrative procedures (both formal and informalhave a Material Adverse Effect). (b) Except No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as otherwise set forth of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company, be pending or contemplated hereinas of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, including adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company, threatened other than Proceedings that (A) if adversely determined would not, individually or in paragraph the aggregate, adversely affect the issuance or marketability of the Notes, and (B) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Final Offering Circular, there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL market. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company, to the effect that (a) abovethe representations and warranties set forth in Section 4 hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, (b) the Company has complied with all agreements and satisfied all conditions in all material respects on its part to be performed or satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof) no event or events have occurred, no changesinformation has become known nor does any condition exist that, amendments individually or modifications made on in the aggregate, could reasonably be expected to have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the Inception Date date hereof), other than as described in the Final Offering Circular or contemplated hereby, neither the Company nor any Subsidiary of the terms Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and conditions its Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the LBL Contracts Company and its Subsidiaries, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company or any Subsidiary of the Company that is material to the business, condition (including to any contract riders financial or endorsements theretootherwise) shall be covered hereunder unless made or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently); (ii) a certificate, dated the Closing Date, executed by the Reinsurer Secretary of the Company and each Subsidiary Guarantor, certifying such matters as the Initial Purchaser may reasonably request; (iii) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company substantially in the form previously approved by the Initial Purchaser; (iv) the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser; (v) the opinion of Seyfarth, Shaw, ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel to the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser; and (vi) an opinion, dated the Closing Date, of Mayer, Brown, ▇▇▇▇ & Maw, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (h) The Initial Purchaser shall have received from KPMG LLP, independent auditors, with respect to the Company, (A) a customary comfort letter, dated the date of the Final Offering Circular, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that KPMG LLP reaffirms the statements made in its letter furnished pursuant to clause (A). (i) Each of the Administrative Services Agreement Documents shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each Document. (j) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or made in connection with the Offering or consented any transaction contemplated in the Documents. (k) The terms of each Document shall conform in all material respects to by the description thereof in the Final Offering Circular. (l) On the Closing Date, the Company with shall have paid or caused to have been paid in cash the prior written approval reasonable fees and expenses of Mayer, Brown, ▇▇▇▇ & Maw, counsel to the Initial Purchaser, subject to the limitations set forth in Section 5(f) hereof. (m) The Control Collateral Sub-Agent shall have received for the benefit of the Reinsurer. In Secured Parties and the event Lender all of the Pledged Shares, which shares shall evidence all of the issued and outstanding Pledged Interests of each Subsidiary of each of the Company and each Domestic Restricted Subsidiary (except in the case of the Capital Stock of each such Subsidiary that is a Foreign Subsidiary, in which case, only the certificates evidencing 65% of all of the issued and outstanding Capital Stock of such Foreign Subsidiary shall have been delivered) (other than the Capital Stock of any such changesSubsidiary that is not a corporation), amendments together with, in each case, undated instruments of transfer duly executed in blank. (n) The Collateral Agent shall have received for the benefit of the Secured Parties: (i) copies of Uniform Commercial Code financing statements naming each of the Company and each Domestic Restricted Subsidiary as a debtor and the Collateral Agent as the secured party in appropriate form for filing in the filing offices in the States identified in Schedule I hereto opposite the name of the Company or modifications are made or consented such Domestic Restricted Subsidiary, as the case may be; (ii) copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (other than Permitted Liens) in any LBL Contract collateral described in any Collateral Agreement previously granted by any Person; and (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company without or any Domestic Restricted Subsidiary (under its present name and any previous names) as the prior written approval debtor, together with copies of the Reinsurer, this such financing statements (none of which shall cover any collateral described in any Collateral Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made(other than any Uniform Commercial Code financing statement evidencing a Permitted Lien)).

Conditions. (a) SECTION 8.1 Conditions to Each Party's Obligation to Effect the Merger. The Company, on its own initiative, respective obligation of each party to effect the Merger shall not change be subject to the terms and conditions fulfillment at or prior to the Closing Date of any LBL Contract, other than for any changes that are required due to the following conditions: (i) changes in Applicable Law, This Agreement and the Merger shall have been adopted and approved by the affirmative vote of holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote thereon; and (ii) the terms The issuance of the LBL Contracts or (iii) the requirements shares of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due Parent Common Stock pursuant to the reasons identified in clauses (i), (ii) or (iii) above, Merger shall have been approved by the Reinsurer will share in the change proportionately to the coinsurance share hereunder holders of issued and the Company outstanding shares of Parent Common Stock as and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to required by the effectiveness rules of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)NYSE. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after The waiting period applicable to the Inception Date consummation of the terms Merger shall have expired or been terminated under (i) the HSR Act and conditions (ii) any mandatory waiting period under any applicable foreign competition or antitrust law or regulation where the failure to observe such waiting period referred to in this clause (ii) would have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) None of the LBL Contracts (including parties hereto shall be subject to any contract riders decree, order or endorsements theretoinjunction of a court of competent jurisdiction, U.S. or foreign, which prohibits the consummation of the Merger; provided, however, that prior to invoking this condition each party agrees to comply with Section 7.5, and with respect to other matters not covered by Section 7.5, to use its commercially reasonable best efforts to have any such decree, order or injunction lifted or vacated; and no statute, rule or regulation shall have been enacted by any governmental authority which prohibits or makes unlawful the consummation of the Merger. (d) The Form S-4 shall have become effective and no stop order with respect thereto shall be covered hereunder unless made by the Reinsurer in effect. (e) The shares of Parent Common Stock to be issued pursuant to the Administrative Services Agreement or made or consented Merger shall have been authorized for listing on the NYSE, subject to by official notice of issuance. (f) Parent and the Company with shall have received from Deloitte & Touche LLP letters that the prior Merger will be treated as a "pooling of interests" for financial accounting purposes. (g) The Company shall have received the written approval consent of the Reinsurer. In United States Nuclear Regulatory Commission ("NRC") to the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by transfer of control of all NRC licenses of the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeand its Subsidiaries pursuant to 10 CFR 30.34(b).

Conditions. The obligation of any Agent, as agent of the Company, at any time ("Solicitation Time") to solicit offers to purchase the Notes, the obligation of any Purchaser to purchase Notes pursuant to any Terms Agreement, and the obligation of any other purchaser to purchase Notes shall in each case be subject (1) to the condition that all representations and warranties of the Company herein and all statements of officers of the Company made in any certificate furnished pursuant to the provisions hereof are true and correct (i) in the case of an Agent's obligation to solicit offers to purchase Notes, at and as of such Solicitation Time and (ii) in the case of any Purchaser's or any other purchaser's obligation to purchase Notes, at and as of the time the Company accepts the offer to purchase such Notes and, as the case may be, at and as of the related Time of Delivery or time of purchase; (2) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as the case may be, the Company shall have complied with all its agreements and all conditions on its part to be performed or satisfied hereunder; and (3) to the following additional conditions when and as specified (it being understood that under no circumstance shall any Agent have any duty or obligation to exercise discretionary judgment on behalf of the Company or any purchaser in respect of the fulfillment of any such condition): (a) The CompanyPrior to such Solicitation Time or corresponding Time of Delivery or time of purchase, on its own initiativeas the case may be: (i) the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending before or contemplated by the Commission; (ii) there shall not have been any downgrading, nor shall any notice have been given of any intended or potential downgrading or any review or possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act subsequent to the date hereof; (iii) there shall not have been any change, or any development involving a prospective adverse change, in the capital stock or in the long-term debt of the Company or any of its Subsidiaries from that set forth or incorporated by reference in the Registration Statement and Prospectus which would, in the opinion of the Agents, materially impair the investment quality of the Notes; (iv) the Company and its Subsidiaries shall have no liability or obligation, direct or contingent, which is material to the Company and its Subsidiaries, taken as a whole, other than those reflected or incorporated by reference in the Registration Statement and the Prospectus; (v) there shall not have been any adverse change or development involving a prospective adverse change, in the condition, financial or otherwise, of the Company or any of its Subsidiaries or the earnings, affairs, or business prospects of the Company or any of its Subsidiaries, whether or not arising in the ordinary course of business, which would, in the opinion of the Agents, materially impair the investment quality of the Notes; and (vi) there shall not have been any (A) outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the judgment of the applicable Agent, is material and adverse and would, in the judgment of the applicable Agent, make it impracticable to market the Notes on the terms and conditions in the manner contemplated in the Prospectus, (B) suspension or material limitation of trading in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System or limitation on prices for securities on any such exchange or National Market System, (C) enactment, publication, decree or other promulgation of any LBL Contractfederal or state statute, regulation, rule or order of any court or other than for governmental authority which in the opinion of the Agents materially and adversely affects, or will materially and adversely affect, the business or operations of the Company or any changes that are required due to (i) changes in Applicable LawSubsidiary, (iiD) declaration of a banking moratorium by either federal or New York State authorities or (E) taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the terms opinion of the LBL Contracts or (iii) Agents has a material adverse effect on the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date financial markets in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)United States. (b) Except On the Commencement Date, and in the case of a purchase of Notes by a Purchaser pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of the Company, or such other counsel acceptable to the Agents, shall have furnished to the Agents or the Purchaser, as otherwise set forth the case may be, his written opinion, dated the Commencement Date or contemplated hereinTime of Delivery, including as the case may be, in paragraph form and substance satisfactory to such Agents or such Purchaser, as the case may be, to the effect that: (ai) abovethe Company and each of the Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority required to carry on its business as described in the Prospectus and to own, lease and operate its properties; (ii) each of the Company and the Subsidiaries is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iii) all the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights; (iv) all of the outstanding shares of capital stock of, or other ownership interests in, each of the Subsidiaries have been duly and validly authorized and issued, are fully paid and non-assessable and are owned by the Company, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature; (v) the statements (A) incorporated by reference in the Prospectus from Item 3 of the Company's Annual Report on Form 10-K for the year ended December 31, 1998 and (B) incorporated in the Prospectus from Item 1 of Part II of the Company's Quarterly Reports on Form 10-Q filed since such Annual Report, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (vi) to the best of such counsel's knowledge, there are no changeslegal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is or could be a party or to which any of their respective property is or could be subject that are required to be described in the Registration Statement or the Prospectus and are not so described or incorporated by reference, amendments or modifications any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or are required to be filed as an exhibit to the Registration Statement that are not so described or filed or incorporated by reference as required; (vii) to the best of such counsel's knowledge, neither the Company nor any of the Subsidiaries is in violation of its respective certificate of incorporation or by-laws except for such violations that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, and, neither the Company nor any of its Subsidiaries is in default in the performance of any obligation, agreement, covenant or condition contained in any bond, debenture, indenture, loan agreement, mortgage, lease or any other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective property is bound; (viii) neither the Company nor any of the Subsidiaries has violated any Environmental Law or any provisions of the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations promulgated thereunder, except for such violations which, singly or in the aggregate, would not have a material adverse effect on the business, prospects, financial condition or results of operation of the Company and its subsidiaries, taken as a whole; (ix) each of the Company and the Subsidiaries has such Authorizations of, and has made all filings with and notices to, all governmental or regulatory authorities and self-regulatory organizations and all courts and other tribunals, including, without limitation, under any applicable Environmental Laws, as are necessary to own, lease, license and operate its respective properties and to conduct its business, except where the failure to have any such Authorization or to make any such filing or notice would not, singly or in the aggregate, have a material adverse effect on the business, prospects, financial condition or after results of operations of the Inception Date Company and its Subsidiaries, taken as a whole; each such Authorization is valid and in full force and effect and each of the Company and its Subsidiaries is in compliance with all the terms and conditions thereof and with the rules and regulations of the LBL Contracts authorities and governing bodies having jurisdiction with respect thereto; and no event has occurred (including including, without limitation, the receipt of any notice from any authority or governing body) which allows or, after notice or lapse of time or both, would allow, revocation, suspension or termination of any such Authorization or results or, after notice or lapse of time or both, would result in any other impairment of the rights of the holder of any such Authorization; and such Authorizations contain no restrictions that are materially burdensome to the Company and its subsidiaries, taken as a whole; except where such failure to be valid and in full force and effect or to be in compliance, the occurrence of any contract riders such event or endorsements theretothe presence of any such restriction would not, singly or in the aggregate, have a material adverse effect on the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole; (x) shall be covered hereunder unless made the execution, delivery and performance by the Reinsurer pursuant to Company of this Agreement, any applicable Terms Agreement, the Administrative Services Agreement or made or consented to Indenture and the Notes and compliance by the Company with all the prior written approval provisions hereof and thereof will not conflict with or constitute a breach of any of the Reinsurer. In terms or provisions of, or a default under, the event certificate of incorporation or by-laws of the Company or any of its Subsidiaries or any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective property is bound, except for any such changesconflict, amendments breach or modifications default which would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Company, any of its Subsidiaries or their respective property; (xi) to the best of such counsel's knowledge, all leases to which the Company or any of its Subsidiaries is a party are made valid and binding and no default has occurred or consented to is continuing thereunder which might result in any LBL Contract material adverse change in the business, prospects, financial condition or results of operation of the Company and its subsidiaries, taken as a whole, and the Company and its Subsidiaries enjoy peaceful and undisturbed possession under all such leases to which any of them is a party as lessee with such exceptions as do not materially interfere with the use made by the Company without or such Subsidiary; (xii) each document incorporated by reference in the prior written approval Registration Statement and the Prospectus (except for the financial statements included therein as to which no opinion need be expressed) complied as to form when filed with the Commission in all material respects with the Securities Exchange Act of 1934, as amended. (1) the Registration Statement and the Prospectus (except for the financial statements, including the notes thereto, and supporting schedules and other financial, statistical and accounting data contained or incorporated by reference therein and the statements of eligibility of the ReinsurerTrustees on Form T-1, as to which no opinion need be expressed) comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder; and (2) nothing has come to the attention of such counsel that would lead such counsel to believe that (except for the financial statements, including the notes thereto, and supporting schedules and other financial, statistical and accounting data contained or incorporated by reference therein and the statements of eligibility of the Trustees on Form T-1 as to which no belief need be expressed) (x) any part of the Registration Statement when such part became effective or on the date of this Agreement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (y) the Prospectus on the date hereof contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the opinion and belief set forth in clauses (1) and (2) above shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will cover Reinsured Risks incurred be set forth in a supplement to the Prospectus. The opinion described in Section 6 (b) above shall be rendered to you at the request of the Company and shall so state therein. (c) On the Commencement Date, and in the case of a purchase of Notes by a Purchaser pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Agents, shall have furnished to the Agents or such Purchaser, as the case may be, their opinion, dated the Commencement Date or Time of Delivery, as the case may be, to the effect that: (i) the forms of the Notes have been duly authorized and, when the terms of a particular Note and its issuance and sale have been duly established in conformity with the Indenture, and when such Note has been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof in accordance with the terms of this Agreement and any applicable Terms Agreement, such Note will be entitled to the benefits of the Indenture and will be a valid and binding obligation of the Company, enforceable against the Company under in accordance with its terms except (a) as such LBL Contract enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights and remedies generally and (b) as if the non-approved changessuch enforcement may be limited by general principles of equity, amendments or modifications had not been made.regardless of wheth

Conditions. (a) The Company, on its own initiative, shall not change obligations of the terms and conditions Underwriters of any LBL ContractSecurities under the Pricing Agreement relating to such Securities shall be subject, other than for any changes that are required due in their discretion, to (i) changes the condition that all representations and warranties and other statements of the Company herein or in Applicable Lawcertificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof are, at and as of the Closing Date true and correct, the condition that the Company shall have performed all of its obligations hereunder and under the Pricing Agreement relating to such Securities to be performed at or before the Closing Date, (ii) the terms condition that all representations and warranties and other statements of each of AIG and the Selling Stockholder herein or in certificates of any officer of AIG or the Selling Stockholder delivered pursuant to the provisions hereof are, at and as of the LBL Contracts Closing Date, true and correct, the condition that each of the AIG and the Selling Stockholder shall have performed all of its obligations hereunder and under the Pricing Agreement relating to such Securities to be performed at or before the Closing Date, and (iii) the requirements following additional conditions. (a) The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any Governmental Entity. If part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction; (▇) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, shall have furnished to the Underwriters such written opinion, dated such Closing Date, with respect to the valid existence and good standing of the Company’s liability under any , the validity of the LBL Contracts is changed because Securities being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Counsel-Public Company and Corporate Law, of changes made on or after the Inception Date Company, shall have furnished to the Underwriters his written opinion, dated the Closing Date, substantially in the terms form attached hereto as Annex II; (d) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Company, shall have furnished to the Underwriters their written opinions, each dated the Closing Date, substantially in the form attached hereto as Annex III-A with respect to certain corporate and conditions tax matters, and Annex III-B with respect to the Registration Statement, Disclosure Package and the Final Prospectus; (e) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for AIG and the Selling Stockholder, shall have furnished to you their written opinion with respect to AIG and the Selling Stockholder, for whom they are acting as counsel, dated the Closing Date, substantially in the form attached hereto as Annex IV; (f) The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request; (g) The Company will furnish the Representatives a certificate of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due Chief Accounting Officer of the Company, dated as of the Closing Date, relating to the reasons identified unaudited pro forma condensed combined financial statements and the related notes thereto, together with the related disclosures included or incorporated by reference in clauses the Disclosure Package and the Final Prospectus, substantially in the form of Annex V hereto; (i)) On the date hereof, (ii) or (iii) above, the Reinsurer will share in the change proportionately Deloitte & Touche LLP shall have furnished to the coinsurance share hereunder Representatives a letter, dated the date hereof, in form and substance reasonably satisfactory to you, confirming that they are independent registered public accountants with respect to the Company and the Reinsurer will make all appropriate adjustments Company’s subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to amounts due each other under the effect set forth in Annex VI hereto, and (ii) on the Closing Date for the applicable Securities, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the letter furnished pursuant to subclause (i) of this Agreement. With Section 7(h), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date; (i) On the date hereof, PricewaterhouseCoopers LLP shall have furnished to the Representatives a letter, dated the date hereof, in form and substance reasonably satisfactory to you, confirming that they are independent registered public accountants with respect to American Life Insurance Company, ALICO Services, Inc. and Delaware American Life Insurance Company and their subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Annex VII hereto, and (ii) on the Closing Date for the applicable Securities, PricewaterhouseCoopers LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the letter furnished pursuant to subclause (i) of this Section 7(i), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date; (i) Neither the Company nor any Significant Subsidiary shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package, and (ii) since the respective dates as of which information is given in the Disclosure Package, there shall not have been any change required due to in the reasons identified surplus of any Significant Subsidiary or the capital stock of the Company or any increase in clauses the long-term debt of the Company and its subsidiaries considered as a whole, or any change, or any development involving a prospective change, in or affecting the business, financial position, reserves, surplus, equity or results of operations of the Company and the Significant Subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Disclosure Package, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (k) After the Applicable Time (i) no downgrading shall have occurred in the rating accorded the debt securities of the Company or any Significant Subsidiary or the financial strength or claims paying ability of the Company or any Significant Subsidiary by A.M. Best & Co., Fitch Ratings, Ltd., ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Ratings Services, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, or shall have given notice of any intended or potential downgrading of, its rating of any debt security or the financial strength or the claims paying ability of the Company or any Significant Subsidiary, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (l) At or after the Applicable Time, there shall not have occurred any of the following: (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the applicable Securities, whether in the primary market or in respect of dealings in the secondary market; (ii) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (iii) abovea suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange; (iv) a suspension or material limitation in clearing and/or settlement in securities generally; (v) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (vi) the material outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or any other national or international calamity or emergency (including without limitation as a result of an act of terrorism) if the effect of any such event specified in this clause (vi) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (m) The Company shall have complied with any request by the Representatives with respect to the furnishing of copies of the Final Prospectus in compliance with the provisions of Section 5(e) hereof; (n) At the Closing Date, the Company shallRepresentatives shall have received a certificate of the Company, dated as of the Closing Date, to the extent practicable, effect that (i) the representations and warranties of the Company contained in Section 1 hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Date and (ii) the Company has complied in all respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to the effectiveness Closing Date; (o) At the Closing Date, the Representatives shall have received a certificate or certificates of any such changeAIG and the Selling Stockholder, promptly notify dated as of the Reinsurer of such proposed change and afford the Reinsurer the opportunityClosing Date, to the extent practicable, effect that (i) the representations and warranties of AIG and the Selling Stockholder contained in Section 2 hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Date and (ii) AIG and the Selling Stockholder have complied in all respects with all agreements and all conditions on their part to object be performed under this Agreement at or prior to such change under applicable administrative procedures (both formal and informal).the Closing Date; (bp) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date As of the terms and conditions date of the LBL Contracts Pricing Agreement, the Representatives shall have received “lock-up agreements,” substantially in the form of Annex VIII hereto, from the persons listed on Schedule II to the Pricing Agreement; (including to any contract riders or endorsements theretoq) The Coordination Agreement shall be covered hereunder unless made by in full force and effect, and neither the Reinsurer pursuant to Coordination Agreement nor the Administrative Services Investor Rights Agreement or made or consented to shall have been amended since the execution and delivery of the Coordination Agreement; (r) All of the closing conditions (except the condition that the offering of the Securities by the Company hereunder has been consummated) under the Coordination Agreement shall have been satisfied or waived, and the Representatives shall have received a certificate to that effect from the Company, AIG and the Selling Stockholder; and (s) As of the Closing Date, the security interest in the Securities under the AIG Pledge Agreement shall have been released, discharged and terminated in accordance with the prior written approval terms of the ReinsurerAIG Pledge Agreement, and the Securities shall be free and clear of all liens, encumbrances, security interests, equities, charges or claims as of such time. In The Company will not be obligated to deliver the event Securities hereunder unless all of the closing conditions (except the condition that any such changes, amendments or modifications are made or consented to in any LBL Contract the offering of the Securities by the Company without hereunder has been consummated) under the prior written approval of Coordination Agreement shall have been satisfied or waived. The Selling Stockholder will not be obligated to deliver the Reinsurer, this Securities hereunder unless the Coordination Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeshall be in full force and effect.

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

Conditions. This Amendment shall become effective as of the date upon which all of the following conditions are satisfied (the "Effective Date"): (a) The CompanyHolder, on its own initiative, the Subsidiary Guarantor and the Issuer shall not change have executed and delivered an amendment to the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date Indenture in the terms and conditions of form attached hereto as Exhibit A (the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i"Indenture Amendment"), (ii) or (iii) above, the Reinsurer will share and such Indenture Amendment shall be in the change proportionately to the coinsurance share hereunder full force and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)effect. (b) Except Holder shall have received duly executed Securities from the Company in an aggregate principal amount of $30.0 million, in the form attached hereto as otherwise Exhibit B, for the account of Holder and dated on or before the Effective Date (the "Replacement Notes"). (c) The representations and warranties of each of the Issuer and the Subsidiary Guarantor set forth in Section 2 above shall be true and correct as of the Effective Date and each of the Issuer and the Subsidiary Guarantor shall have complied with all of the agreements and satisfied all of the conditions on its part to be performed or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made satisfied hereunder on or after prior to the Inception Effective Date. (d) Holder shall have received on the Effective Date a certificate, dated the Effective Date and signed by an officer of the terms Issuer, to the effect that the representations and conditions warranties of the LBL Contracts Issuer and the Subsidiary Guarantor contained in this Amendment are true and correct as of the Effective Date and that each of the Issuer and the Subsidiary Guarantor has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Effective Date. The Issuer's officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (e) Holder shall have received on or before the Effective Date the following documents: (i) counterparts hereof signed by each of the parties listed on the signature pages hereof (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by Holder in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (ii) copies of the certificate of incorporation or articles of incorporation, as applicable, of each of the Issuer and the Subsidiary Guarantor and certified to be true and complete as of a recent date by the appropriate governmental authority of the state of its incorporation; (iii) copies of the bylaws or code of regulations, as applicable, of each of the Issuer and the Subsidiary Guarantor, certified by an officer of the Issuer or the Subsidiary Guarantor, as applicable, as of the Effective Date to be true and correct and in full force and effect as of the Effective Date; (iv) copies of resolutions of the board of directors of each of the Issuer and the Subsidiary Guarantor approving and adopting this Amendment, the Indenture Amendment, the Replacement Notes, the transactions contemplated therein and authorizing execution and delivery thereof, certified by an officer of the Issuer or the Subsidiary Guarantor, as applicable, as of the Effective Date to be true and correct and in full force and effect as of the Effective Date; (v) copies of (A) certificates of good standing, existence or its equivalent with respect to each of the Issuer and the Subsidiary Guarantor certified as of a recent date by the appropriate governmental authorities of the state of its incorporation; (vi) an incumbency certificate of each of the Issuer and the Subsidiary Guarantor certified by a secretary or assistant secretary of each such entity to be true and correct as of the Effective Date; and (vii) all documents that Holder may reasonably request relating to the existence of the Issuer and the Subsidiary Guarantor, the corporate authority for and the validity of this Agreement, the Indenture Amendment, the Replacement Notes, and any other matters relevant hereto, all in form and substance satisfactory to Holder in its sole good faith discretion. (f) Holder shall have determined in its sole discretion that the terms of the Indenture Amendment and the Replacement Notes satisfy the criteria for a Qualifying Collateral Debt Asset as defined under the CVC Capital Indenture. (g) Holder shall have received payment in full in immediately available funds of all reasonable expenses (including to any contract riders or endorsements theretoattorney's fees) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company incurred in connection with the prior written approval negotiation and execution of the Reinsurer. In the event that any this Amendment and all other documents, instruments and agreements executed and/or delivered in connection herewith. (h) Holder shall have received such changes, amendments other documents and certificates as are reasonably requested by Holder or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeits counsel.

Conditions. The obligation of any Agent, as agent of the Company, at any time (“Solicitation Time”) to solicit offers to purchase the Notes, the obligation of any Agent to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other purchaser to purchase Notes hereunder or under any Terms Agreement shall in each case be subject: (1) to the condition that all representations and warranties of the Company herein are accurate as of each time specified in the initial paragraph of Section 1, as applicable, (2) that all statements of officers of the Company made in any certificate furnished pursuant to the provisions hereof are accurate (i) in the case of an Agent’s obligation to solicit offers to purchase Notes, at and as of such Solicitation Time and (ii) in the case of any Agent’s or any other purchaser’s obligation to purchase Notes, at and as of the time the Company accepts the offer to purchase such Notes and, as the case may be, at and as of the related Time of Delivery or time of purchase; (3) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as the case may be, the Company shall have complied with all its agreements and all conditions on its part to be performed or satisfied hereunder; and (4) to the following additional conditions when and as specified: (a) The CompanyPrior to such Solicitation Time or corresponding Time of Delivery or time of purchase, as the case may be: (i) the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act; (iii) there shall not have occurred any change or any development in or affecting particularly the business or properties of the Company or its subsidiaries which, in the judgment of the applicable Agent, materially impairs the investment quality of the Notes; and (iv) (A) trading generally shall not have been suspended on or by, as the case may be, any of the New York Stock Exchange or the NASDAQ Stock Market, minimum or maximum prices for trading shall not have been fixed, or maximum ranges for prices for securities shall not have been required, on its own initiativethe New York Stock Exchange or the NASDAQ Stock Market, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction; (B) trading in any securities of the Company shall not change have been suspended by the Commission or a national securities exchange or in any over-the-counter market; (C) any major disruption of settlements of securities shall not have occurred and a general moratorium on commercial banking activities in New York shall not have been declared by either Federal or New York State authorities; or (D) there shall not have occurred any outbreak or escalation of hostilities in which the United States is involved, a declaration of war by Congress, any major act of terrorism against the United States, any other substantial national or international calamity or crisis or any other event or occurrence of a similar character if, in the judgment of such Agent or Agents or of such other purchaser, the effect of any such outbreak, escalation, declaration, calamity or other event or occurrence makes it impracticable or inadvisable to market the Notes on the terms and conditions in the manner contemplated in the General Disclosure Package or the Prospectus as amended or supplemented at the Solicitation Time or at the time such offer to purchase was made. Promptly after the determination by any such Agent or other purchaser that it is impractical or inadvisable to market the Notes, such Agent or other purchaser shall notify the Company of any LBL Contract, other than for any changes that are required due such determination in writing; but the omission so to (i) changes in Applicable Law, (ii) notify the terms Company shall not act to modify the rights of the LBL Contracts Agent or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other purchaser under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informalSection 6(a)(iv)(A). (b) Except On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, the General Counsel and Secretary of the Company, any Vice President and Assistant Secretary of the Company (it being understood that anyone giving an opinion on behalf of the Company shall be an attorney licensed in Ohio or New York, as applicable) and/or Squire ▇▇▇▇▇▇ ▇▇▇▇▇ (US) LLP, Counsel to the Company, as indicated in the applicable Prospectus Supplement shall have furnished to the relevant Agent or Agents their written opinion(s), dated as of the Commencement Date or Time of Delivery, as the case may be, in form and substance satisfactory to such Agent or Agents, to the effect that: (i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of Ohio and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; KeyBank is a duly organized and validly existing national banking association under the laws of the United States and continues to hold a valid certificate to do business as such; each of the Company and KeyBank has full corporate power and authority to conduct its business as described in the Registration Statement, the General Disclosure Package (if applicable) and the Prospectus and is duly qualified to do business in each jurisdiction in which it owns or leases real property, except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and its subsidiaries taken as a whole; and all of the outstanding shares of capital stock of KeyBank have been duly authorized and validly issued, are fully paid and non-assessable (exceptions to be specified) and (except as otherwise stated in the Registration Statement) are owned beneficially by the Company subject to no security interest, other encumbrance or adverse claim. (ii) This Agreement and any applicable Terms Agreement have been duly authorized, executed and delivered by the Company. (iii) The Notes conform in all material respects to the description thereof contained or incorporated by reference in the General Disclosure Package (if applicable), the Prospectus and the applicable Prospectus Supplement and such description conforms in all material respects to the rights set forth or contemplated hereinin the instruments, including the applicable Indenture, defining the same. (iv) The Notes have been duly and validly authorized by the Company and, when executed, authenticated and delivered in paragraph accordance with the terms of the applicable Indenture and issued to and paid for by any purchaser of the Notes sold through an Agent as agent or any Agent as principal pursuant to any Terms Agreement or other agreement, will be entitled to the benefits of such applicable Indenture and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms subject (aA) aboveto the effect of any applicable bankruptcy, no changesinsolvency, amendments reorganization, moratorium, conservatorship, receivership or modifications made other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors, (B) to the effect of general principles of equity, enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought, (C) to the unenforceability of any provision requiring the payment of attorney’s fees, except to the extent that a court determines such fees to be reasonable, (D) to the requirements that a claim with respect to any Notes denominated other than U.S. dollars (or a foreign currency, currency unit or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (E) to any applicable foreign governmental authority to limit, delay or after prohibit the Inception Date making of payments outside the United States or in a foreign currency, currency unit or composite currency. (v) Each of the Senior Indenture and the Subordinated Indenture has been duly and validly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument of the Company enforceable in accordance with its terms subject (A) to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors, (B) to the effect of general principles of equity whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought, (C) to the unenforceability of any provision requiring the payment of attorney’s fees, except to the extent that a court determines such fees to be reasonable, (D) to the requirements that a claim with respect to any Notes denominated other than in U.S. dollars (or a foreign currency, currency unit or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (E) to any applicable foreign governmental authority to limit, delay or prohibit the making of payments outside the United States or in a foreign currency, currency unit or composite currency; and the Indentures have been duly qualified under the Trust Indenture Act. (vi) The issue and sale of the Notes and the execution and delivery by the Company of the Notes, the Indentures, this Agreement and any applicable Terms Agreement or other agreement pursuant to which an Agent purchases Notes as principal (provided such Terms Agreement or other agreement has been executed and delivered in accordance with this Agreement and the Indentures) and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms and conditions provisions of, or constitute a default under, any statute, rule or regulation, any agreement or instrument known to such counsel to which the Company or any subsidiary of the LBL Contracts Company is a party or by which it or any of them are bound or to which any of the property or assets of the Company or any of its subsidiaries is subject and that is material to the Company and its subsidiaries, taken as a whole, the Company’s Third Amended and Restated Articles of Incorporation or Third Amended and Restated Regulations, or any order known to such counsel of any court or governmental agency or body having jurisdiction over the Company. (vii) The Company is not in violation of its Organizational Documents. No consent, approval, authorization, license or order of, registration of, or qualification, filing or registration with, any court or governmental agency or body is required for the issue and sale of the Notes or the consummation of the other transactions contemplated by this Agreement, any applicable Terms Agreement or other agreement pursuant to which an Agent purchases Notes as principal (provided such Terms Agreement or other agreement has been executed and delivered in accordance with this Agreement and the applicable Indenture) or the Indentures, except such as have been obtained under the Securities Act and the Trust Indenture Act or such as may be required under state securities or blue sky laws in connection with offers and sales of the Notes from the Company and with purchases of Notes. (viii) The Registration Statement is effective under the Securities Act; any required amendment or supplement to each prospectus relating to the offered Notes (including the Prospectus) pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (without reference to Rule 424(b)(8)); any required filing of any Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d); and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission. (ix) Such counsel is of the opinion that the statements set forth in the Prospectus under the caption “Material United States Tax Considerations,” insofar as they purport to constitute a summary of matters of U.S. federal tax law and regulations or legal conclusions with respect thereto, constitute an accurate summary of the matters set forth therein in all material respects. (x) Such counsel is of the opinion that at the time the Registration Statement, including without limitation the Rule 430B Information, became effective or is deemed effective, and as of the date such opinion is delivered, the Registration Statement and the Prospectus, and at the time they were filed, each document incorporated by reference therein (other than the financial statements, including the notes and schedules thereto and the audit reports thereon, or any other data or information of a financial or accounting nature set forth or referred to therein or in any document incorporated by reference therein or any exhibits thereto, and the Statements of Eligibility of the Trustee on Form T-1 filed as an exhibit thereto, as to which we express no opinion), complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, the Trust Indenture Act and the respective rules thereunder; provided that in the case of an opinion delivered on the Commencement Date (other than in connection with a Terms Agreement), the opinion and beliefs set forth above shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Basic Prospectus. (xi) Such counsel has no reason to believe that (A) (other than the financial statements, including the notes and schedules thereto and the audit reports thereon, or any other data or information of a financial or accounting nature set forth or referred to therein or in any document incorporated by reference therein or in any exhibits thereto, and the Statements of Eligibility of the Trustee on Form T-1 filed as an exhibit thereto, as to which we express no opinion) the Registration Statement, including without limitation the Rule 430B Information, as of its effective date and each deemed effective date, and if an amendment to the Registration Statement or to any contract riders or endorsements thereto) shall be covered hereunder unless made document incorporated by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to reference therein has been filed by the Company with the prior written approval Commission subsequent to the effectiveness of the Reinsurer. In Registration Statement, at the event that time of the most recent such filing, and as of the date such opinion is delivered, contained any such changesuntrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) (other than the financial statements, amendments including the notes and schedules thereto and the audit reports thereon, or modifications are made any other data or consented information of a financial or accounting nature set forth or referred to therein or in any LBL Contract document incorporated by reference therein or in any exhibits thereto, and the Company without the prior written approval Statements of Eligibility of the ReinsurerTrustee on Form T-1 filed as an exhibit thereto, this Agreement will cover Reinsured Risks incurred by as to which we express no opinion) the Company under such LBL Contract Prospectus, as if amended or supplemented, as of its date, at the non-approved changesCommencement Date and the Time of Delivery, amendments or modifications had not been made.contained o

Conditions. Section 6.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) The Company, on its own initiative, this Agreement shall not change have been adopted by the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms requisite vote of the LBL Contracts or holders of Company Stock, if required by applicable law and the Certificate of Incorporation (iii) the requirements of any Governmental Entity. If the Company’s liability under any provided that Parent shall comply with its obligations in respect of the LBL Contracts is changed because voting of changes made on or after the Inception Date Shares set forth in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (iSection 1.8(b), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).; (b) Except any waiting period applicable to the Merger under the HSR Act and other applicable antitrust or competition laws shall have expired or been terminated, as otherwise set forth applicable; (c) no judgment, statute, rule, regulation, order, decree or contemplated hereininjunction shall have been enacted, including promulgated or issued by any Governmental Entity or court which prohibits or restrains the consummation of the Merger; and (d) Parent, the Purchaser or their affiliates shall have purchased shares of Company Stock pursuant to the Offer; provided that neither Parent nor the Purchaser may invoke this condition if Purchaser shall have failed to purchase shares of Company Stock so tendered and not withdrawn in paragraph violation of the terms of this Agreement or the Offer. Section 6.2 Conditions to the Obligations of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be further subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) above, no changes, amendments or modifications made on or after the Inception Date representations and warranties of Parent and the Purchaser shall be true and accurate in all material respects as of the terms Effective Time as if made at and conditions as of such time (except for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period); and (b) each of Parent and the Purchaser shall have performed in all material respects all of the LBL Contracts (including respective obligations hereunder required to any contract riders be performed by Parent or endorsements thereto) the Purchaser, as the case may be, at or prior to the Effective Time. Section 6.3 Conditions to the Obligations of Parent and the Purchaser to Effect the Merger. The obligations of Parent and the Purchaser to effect the Merger shall be covered further subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations and warranties of the Company shall be true and accurate in all material respects as of the Effective Time as if made at and as of such time (except for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period); and (b) the Company shall have performed in all material respects all of the respective obligations hereunder unless made required to be performed by the Reinsurer pursuant Company, at or prior to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeEffective Time.

Conditions. 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of Company, Purchaser and Merger Sub to consummate the Merger shall be subject to the fulfillment at or prior to the Effective Time, of the following conditions (any of which may be waived, to the extent permitted by law, in writing, in whole or in part, by Company or Purchaser): (a) The This Agreement and the Merger contemplated hereby shall have been approved and adopted by the requisite affirmative vote of Stockholders of Company in accordance with the DGCL and Company's Certificate of Incorporation; (b) No judgment, on its own initiativeorder, shall not change the terms and conditions decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of any LBL Contractcompetent jurisdiction or other legal restraint or prohibition (collectively, other than for any changes that are required due to "Restraints") will be in effect (i) changes in Applicable Law, preventing the consummation of the Merger; or (ii) the terms that otherwise is reasonably likely to have a Material Adverse Effect following consummation of the LBL Contracts or (iii) Merger; provided, however, that each of Company and Purchaser will have used commercially reasonable efforts to prevent the requirements entry of any Governmental Entitysuch Restraints and to appeal as promptly as possible any such Restraints that may be entered. 7.2 Conditions to the Obligations of Purchaser and Merger Sub. If The obligations of Purchaser to consummate the Company’s liability under any Merger are subject to the satisfaction or waiver by Purchaser or Merger Sub (where permissible) of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions following additional conditions: (a) Each of the LBL Contracts (including representations and warranties of Company contained in this Agreement shall be true and correct in all material respects as of the Effective Time, as though made at and as of the Effective Time, except that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date, and Purchaser shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Company to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreementeffect. With respect to any change required representations and warranties that cease to be true and correct due to the reasons identified in clauses (i) actions taken by Company as permitted by Section 6.1 or (iii) aboveotherwise consented to by Purchaser, the Company shall, shall be entitled to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object attach to such change under applicable administrative procedures (both formal and informal)officer's certificate updated Schedules reflecting such changes. (b) Except as otherwise set forth Company shall have performed or contemplated herein, including complied in paragraph (a) above, no changes, amendments all material respects with all agreements and covenants required by this Agreement to be performed or modifications made complied with by them on or after prior to the Inception Date Effective Time, and Purchaser shall have received a certificate of the terms and conditions Chief Executive Officer or Chief Financial Officer of Company to that effect. (c) Since December 31, 2003 there shall not have been any event which constitutes a Material Adverse Effect. (d) Purchaser shall have received a written opinion of ▇▇▇▇▇▇ Godward LLP, counsel for Company, dated as of the LBL Contracts Closing Date addressed to Purchaser in the form attached as Exhibit A-1 (including e) Purchaser shall have received a written opinion of ▇▇▇▇ ▇▇▇▇▇ LLP, counsel for Company, dated as of the Closing Date addressed to any contract riders Purchaser in the form attached as Exhibit A-2. (f) Purchaser shall have received employment agreements, in the forms of Exhibits ▇-▇, ▇-▇ and B-3 attached, executed by each ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as of the date hereof, which agreements shall become effective at the Effective Time. (g) Purchaser shall have received general releases, the form of Exhibit C attached, executed by each officer or endorsements theretodirector of Company and Company Subsidiaries. (h) Purchaser shall be covered hereunder unless made have received non-competition agreements, in the form of ▇▇▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇ and D-4 attached, executed by each of the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by Principal Stockholders and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (i) The holders of not more than five percent (5%) of the Company with Common Stock shall have exercised appraisal rights under the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeDGCL.

Conditions. Although the parties intend to enter into a definitive purchase agreement for the purchase of the Shares consistent with the provisions of this Agreement (the "Purchase Agreement"), the parties hereto acknowledge and agree that this Agreement is intended to be a legally binding agreement, enforceable in accordance with its terms, and is not intended to be subject to the execution of such additional documentation. Such definitive Purchase Agreement shall be negotiated in good faith and contain reasonable and customary representations, warranties, conditions, indemnification agreements, and covenants. The parties will use their best efforts to cause the definitive agreement to be prepared in final form and executed not later than 30 days after the execution of this Agreement. The following are conditions to the respective obligations of the Shareholders and the Purchaser, irrespective of whether a Purchaser Agreement is executed: (i) the Shareholders' obligation to consummate the Closing shall be subject to the condition that the amount which Purchaser is required to pay to IWCH or is otherwise prepared to pay to IWCH in respect of the Purchase Price at the Closing, is at least [*] and (ii) Purchaser's obligation to consummate the CONFIDENTIAL TREATMENT REQUESTED Closing shall be subject to the following conditions: (a) The Company, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms all of the LBL Contracts or (iii) Shares shall be owned by the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). Shareholders; (b) Except as otherwise set forth of the Closing there shall be a minimum of [*] Caracas Qualified Channels and [*] Non-Caracas Qualified Channels; (c) the Companies with respect to all of such Channels are in compliance in all material respects with all applicable rules and requirements of Conatel; (d) the Shareholders, with respect to the Companies and the Channels, and the Companies have complied in all material respects with or contemplated hereinare not in violation of all applicable requirements of Venezuelan and United States law, including in paragraph the United States Foreign Corrupt Practices Act; (ae) above, no changes, amendments or modifications made on or after the Inception Date all of the terms representations and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless warranties made by the Reinsurer pursuant Shareholders in the Purchase Agreement shall have been true and correct when made and as of the time of the Closing; and (f) Purchaser shall have had the opportunity to perform such due diligence and verifications as Purchaser shall deem reasonable with regard to the Administrative Services Agreement or made or consented to by the Company Companies and their channels and licenses and Purchaser shall be reasonably satisfied with the prior written approval results of such verifications and due diligence. The parties shall also use their best efforts to satisfy all conditions to the obligations of the Reinsurerparties to consummate the Closing and to cause the Closing to occur as soon as practicable. In any event the event that any such changesClosing shall occur, amendments or modifications are made or consented to in any LBL Contract regardless of whether the Purchase Agreement is executed, within five business days following the determination by Purchaser that, based on the Company without Required Comfort received by Purchaser and the prior written approval amount of then-Qualified Channels, the amount of the ReinsurerPurchase Price payable at the Closing shall be a minimum of [*] subject to the satisfaction of the conditions to the obligations of the parties, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeany of which may be waived.

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

Conditions. 8.1 Conditions to Each Party's Obligation to Effect the Merger. The obligation of each party hereto to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) The CompanyAcquiror Voting Proposal shall have been approved in the manner required by applicable law, on its own initiativeby the applicable regulations of The Nasdaq Stock Market, shall not change Inc. and by the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms vote of the LBL Contracts or (iii) requisite holders of the requirements issued and outstanding shares of any Governmental Entitycapital stock of the Acquiror under applicable law and the certificate of incorporation of the Acquiror. If The Company Voting Proposal shall have been approved in the manner required by applicable law and by the vote of the requisite holders of the issued and outstanding shares of capital stock of the Company under applicable law and the certificate of incorporation of the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after The waiting period applicable to the Inception Date consummation of the terms and conditions Merger under the HSR Act shall have expired or been terminated. (c) None of the LBL Contracts (including parties hereto shall be subject to any contract riders order or endorsements thereto) shall be covered hereunder unless made by injunction of a court of competent jurisdiction which prohibits the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval consummation of the Reinsurertransactions contemplated by this Agreement. In the event that any such changesorder or injunction shall have been issued, amendments each party agrees to use its reasonable efforts to have any such injunction lifted. (d) All consents, authorizations, orders and approvals of (or modifications are made filings or consented registrations with) any Governmental Authority or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been given or made, except for (i) the filing of the Certificate of Merger and (ii) any documents required to be filed after the Effective Time. (e) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for such purpose shall have been initiated or threatened in any LBL Contract writing (and not abandoned or withdrawn) by the Company without SEC or its staff. (f) Acquiror shall, if required by the prior written approval Rules of The Nasdaq Stock Market, Inc., have submitted to The Nasdaq Stock Market, Inc. a Notification Form: Listing of Additional Shares with respect to the Acquiror Common Stock to be issued pursuant to the transactions contemplated by this Agreement. 8.2 Conditions to Obligation of the ReinsurerCompany to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) (i) Acquiror shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date, and (ii) the representations and warranties of Acquiror and Merger Sub set forth in this Agreement shall be true and correct in all respects, in each case, on and as of the date made and on and as of the Closing Date as if made on of such date except (x) to the extent that such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such date, (y) for changes required by this Agreement, and (z) where the failure to be true and correct (without regard to any materially, Acquiror Material Adverse Effect or knowledge qualifications contained therein), individually or in the aggregate, have not had, and are not reasonably likely to have, an Acquiror Material Adverse Effect). The Company shall have received a certificate of the President or a Vice President of Acquiror, dated the Closing Date, certifying to the foregoing. (b) The Company shall have been furnished with an opinion of McDermott, Will & Emery, counsel to Acquiror, in substantially the ▇▇▇▇ ▇▇ Exh▇▇▇▇ 8.2(b) attached hereto. (c) The Company shall have received a written opinion from Cohen & Grigsby, PC, counsel to the Company, to the effect t▇▇▇ ▇he Merger ▇▇▇▇ qualify for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Cohen & Grigsby, PC does not render such opinion, this Agreement will cover Reinsured Risks incurred by condi▇▇▇▇ shall non▇▇▇▇▇▇▇s be deemed satisfied if McDermott, Will & Emery renders such opinion to the Company under (▇▇ ▇▇▇▇▇ agreed t▇▇▇ ▇he Company and Acquiror shall each provide reasonable cooperation to McDermott, Will & Emery and Cohen & Grigsby, PC, including m▇▇▇▇▇ ▇▇▇sonable a▇▇ ▇▇stoma▇▇ ▇▇pre▇▇▇▇▇▇▇ons to McDermott, Will & Emery and Cohen & Grigsby, PC (and not to ▇▇▇ ▇▇▇▇▇ person, whethe▇ or ▇▇▇ a p▇▇▇▇ ▇▇ this Agreement) substantially in the form attached as Exhibit 8.2(c) attached hereto, to enable them to render such LBL Contract opinion and that counsel shall be entitled to rely on such representations and assumptions as if they may deem appropriate in rendering such opinion). (d) Acquiror shall have executed a Registration Rights Agreement with John Friede and the non-approved changes, amendments or modifications had not been madeother signatories thereto in the form attached ▇▇▇▇to as Exhibit 8.2(d).

Conditions. The following obligations of the Company shall be satisfied or fulfilled on or prior to the date of each Closing, unless otherwise specified hereinbelow or agreed to in writing by the Placement Agent: (a) The CompanyCompany shall have delivered to the Placement Agent, on its own initiativeat the Initial Closing, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes by-laws of the Company and each Subsidiary certified by the secretary of the Company and the respective secretaries of each Subsidiary; and (ii) certified resolutions of the Board of Directors of the Company approving this Agreement, the sale of the Units and the Placement Agent Warrants, and the registration of the Registrable Securities. The Company shall deliver to the Placement Agent, as soon after the Initial Closing as feasible, (i) a currently-dated good standing certificate or telegram from the Secretary of State where the Company and each Subsidiary is incorporated and each other jurisdiction in Applicable Law, which the Company and any of the Subsidiaries is qualified to do business as a foreign corporation and (ii) the terms articles of the LBL Contracts or incorporation (iiias amended) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and each Subsidiary, as currently in effect, certified by the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to Secretary of State of the reasons identified in clauses (i) or (iii) above, state where the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)each Subsidiary is incorporated. (b) Except There shall have occurred no event which has a Material Adverse Effect on the Company or the Subsidiaries or any of their respective businesses, assets, prospects or the Company’s securities since the date of this Agreement. (c) No litigation or administrative proceeding shall have been threatened or commenced against the Company or any of its Subsidiaries which (i) seeks to enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement or (ii) if adversely determined, would have a Material Adverse Effect on the Company or the Company’s securities. (d) The Company shall have delivered to the Placement Agent a certificate of its principal executive and financial officers as otherwise to the matters set forth in Sections 9(a), (b) and (c) of this Agreement and to the further effect that (i) neither the Company nor any Subsidiary is in default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, other agreement or contemplated hereinother instrument to which it is a party, including except as disclosed in paragraph the Financial Statements or the Memorandum and except where such default has not and will not have a Material Adverse Effect; (aii) above, no changes, amendments or modifications the Company’s representations and warranties contained in this Agreement are true and correct in all respects on such date with the same force and effect as if made on such date, (iii) there has been no amendment or after changes to the Inception Date Company’s or the Subsidiaries’articles of the terms and conditions of the LBL Contracts (including incorporation or by-laws or authorizing resolutions from those to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer delivered pursuant to Section 9(a) of this Agreement; and (iv) no event has occurred which, with or without the Administrative Services Agreement lapse of time or made giving of notice, or consented to both, would constitute a breach of default thereof by the Company or any Subsidiary, or would cause acceleration of any obligation of the Company or any Subsidiary, or could adversely affect the business, operations, financial condition or prospects of the Company or any Subsidiary. (e) The Placement Agent shall have received the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the Company, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. (f) The Company shall timely prepare and file or deliver to counsel for filing with the prior written approval SEC and any states in which such filing is required, a Form D relating to the sale of the Reinsurer. In Units and such other documents and certificates as are required. (g) Subscriptions for at least the event that any such changes, amendments or modifications are made or consented to in any LBL Contract Minimum Amount of Units shall have been accepted by the Company without Company. (h) In addition to the prior written approval right of the ReinsurerPlacement Agent to terminate this Agreement and not consummate the transactions contemplated by this Agreement as a result of the failure of the Company to comply with any of its obligations set forth in this Agreement, this Agreement will cover Reinsured Risks incurred may be terminated by the Placement Agent by written notice to the Company under at any time prior to the Initial Closing if, in the Placement Agent’s sole judgment, (i) the Company and/or any of the Subsidiaries shall have sustained a loss that is material to the Company or the Subsidiaries, taken as a whole, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Common Stock; (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Common Stock (not in force and effect on the date of this Agreement); (iv) a banking moratorium shall have been declared by Federal or New York State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such LBL Contract as if bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the non-approved changesPlacement Agent reasonably believes is likely to have a Material Adverse Effect on the business, amendments financial condition or modifications had not financial statements of the Company or the market for the Common Stock; (vii) the Common Stock shall have been madedelisted from the exchange(s) on which it currently listed, or the Company shall have received notice from such exchange(s) advising the Company of its intention to have the Common Stock delisted from such exchange(s), whether conditional or otherwise, or the Company shall fail to meet the requirements for continued listing on such exchange(s); or (viii) there shall have been, in the Placement Agent’s judgment, a material decline in the Dow ▇▇▇▇▇ Industrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement.

Conditions. The following obligations of the Company shall be ---------- satisfied or fulfilled on or prior to the date of each Closing, unless otherwise agreed to in writing by the Placement Agent: (a) The CompanyCompany shall have delivered to the Placement Agent, on its own initiativeat the Initial Closing, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes a currently-dated long-form good standing or comparable certificate or telegram from the Secretary of State or other appropriate authority where the Company is incorporated and each other jurisdiction in Applicable Law, which the Company is qualified to do business as a foreign corporation; (ii) the terms restated and amended articles of incorporation of the LBL Contracts Company, as currently in effect, certified by the Secretary of State or other appropriate authority of the state where the Company is incorporated; (iii) by-laws of the requirements Company certified by the secretary of any Governmental Entity. If the Company’s liability under any , as currently in effect; and (iv) certified resolutions of the LBL Contracts is changed because Board of changes made on or after the Inception Date in the terms and conditions Directors of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) aboveCompany approving this Agreement, the Reinsurer will share in execution and delivery of the change proportionately to the coinsurance share hereunder Common Stock and the Company Placement Agent Warrants, the registration of the Registrable Securities and the Reinsurer will make all appropriate adjustments to amounts due each other under transactions contemplated by this Agreement. With respect to any change required due to Agreement and the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Memorandum. (b) Except There shall have occurred no material adverse event affecting the Company or any of its businesses or assets or the Company's securities since the date of this Agreement. (c) No litigation or administrative proceeding shall have been threatened or commenced against the Company which (i) seeks to enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement or (ii) if adversely determined, would have a Material Adverse Effect or have a material adverse effect on the Company's assets or upon its securities. (d) The Company shall have delivered to the Placement Agent a certificate of its principal executive and financial officers as otherwise to the matters set forth in Sections 8(a), (b) and (c) of this Agreement and to the further effect that (i) the Company is not in default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, agreement or contemplated herein, including other instrument to which it is a party; (ii) the Company's representations and warranties contained in paragraph (a) above, no changes, amendments or modifications this Agreement are true and correct in all respects on such date with the same force and effect as if made on such date; (iii) there has been no amendment or after changes to the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders Company's charter or endorsements thereto) shall be covered hereunder unless made by the Reinsurer by-laws or authorizing resolutions from those delivered pursuant to Section 8(a) of this Agreement; and (iv) no event has occurred which, with or without the Administrative Services Agreement lapse of time or made giving of notice, or consented to both, would constitute a breach or default thereof by the Company or would cause acceleration of any obligation of the Company, or could adversely affect the business, operations or financial condition of the company. (e) The Placement Agent shall have received the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Company, dated as of the closing date in form and substance reasonably satisfactory to the Placement Agent and its counsel. (f) The Company shall have prepared and filed or delivered to counsel for filing with the prior written approval SEC and any states in which such filing is required, a Form D relating to the sale of the Reinsurer. In Common Stock and such other documents and certificates as are required. (g) Subscriptions for at least the event that any such changes, amendments or modifications are made or consented to in any LBL Contract Minimum Amount of Common Stock shall have been accepted by the Company without Company. (h) In addition to the prior written approval right of the ReinsurerPlacement Agent to terminate this Agreement and not consummate the transactions contemplated by this Agreement as a result of the failure of the Company to comply with any of its obligations set forth in this Agreement, this Agreement will cover Reinsured Risks incurred may be terminated by the Placement Agent by written notice to the Company under at any time prior to the Initial Closing if, in the Placement Agent's sole judgment, (i) the Company shall have sustained a loss that is material to the Company, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Common Stock; (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Common Stock (not in force and effect on the date of this Agreement); (iv) a banking moratorium shall have been declared by Federal or New York State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such LBL Contract as if bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the non-approved changesPlacement Agent reasonably believes is likely to have a material adverse effect on the business, amendments financial condition or modifications had not financial statements of the Company or the market for the Common Stock; (vii) the Common Stock shall have been madedelisted from Nasdaq; or (viii) there shall have been, in the Placement Agent's judgment, a material decline in the Dow ▇▇▇▇▇ Industrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement.

Conditions. The obligations of the Initial Purchasers to purchase the Notes under this Agreement are subject to the performance by each of the Company and each of the Guarantors of their respective covenants and obligations hereunder and the satisfaction of each of the following conditions: (a) The All the representations and warranties of the Company, on its own initiativeParent and the Subsidiaries, that are qualified by materiality or the possibility of a Material Adverse Effect and contained in this Agreement and in each of the other Transaction Documents, shall not change be true and correct, and the terms representations and conditions warranties of any LBL Contractthe Company, Parent and the Subsidiaries contained in this Agreement and in each of the other than for any changes Transaction Documents that are required due to (i) changes not qualified by materiality or Material Adverse Effect shall be true and correct in Applicable Law, (ii) the terms all material respects as of the LBL Contracts date hereof and at the Closing Date. On or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such changeClosing Date, promptly notify the Reinsurer of such proposed change Company, the Guarantors and afford the Reinsurer the opportunity, each other party to the extent practicableTransaction Documents (other than the Initial Purchasers) shall have performed or complied in all material respects with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to object the Transaction Documents (other than conditions to be satisfied by such change under applicable administrative procedures (both formal parties, which the failure to be so satisfied would not, individual or in the aggregate, reasonably be expected to have a Material Adverse Effect. It being understood and informal)agreed that for purposes of this Agreement, in the event that Jefferies determines that a Material Adverse Effect has occurred in any case and the Company, Parent or a Guarantor seeks to dispute such determination, the Company, Parent or such Guarantor shall bear the burden of proof to demonstrate by clear and convincing evidence that the definition of Material Adverse Effect has not been satisfied. (b) Except No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued or threatened as otherwise set forth of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the other Transactions under the Transaction Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after due inquiry, be pending or contemplated hereinas of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, including adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the other Transactions under the Transaction Documents. No Proceeding shall be pending or, to the knowledge of the Company after reasonable inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in paragraph the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Time of Sale Document and the Final Offering Memorandum, there shall not have been any Material Adverse Change. (e) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of Parent or any securities of Parent (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (f) The Representative shall have received on the date hereof and/or the Closing Date (as specified below): (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of Parent, on behalf of the Company, Parent and the Subsidiaries, to the effect that (a) abovethe representations and warranties set forth in Section 4 hereof, in each of the Transaction Documents and the Perfection Certificate that are qualified by materiality or Material Adverse Effect shall be true and correct, and the representations and warranties in each of the Transaction Documents and the Perfection Certificate that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as though expressly made at and as of the Closing Date, except for the representations and warranties that were expressly as of a certain date, then as of such date (b) each of the Company and the Guarantors has performed and complied with all agreements and satisfied all conditions in all material respects on its part to be performed or satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Time of Sale Document and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no changesevent or events have occurred, amendments no information has become known nor does any condition exist that, individually or modifications made on in the aggregate, would reasonably be expected to have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Time of Sale Document and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the Inception Date date hereof), other than as described in the Time of Sale Document and the Final Offering Memorandum or contemplated hereby, neither Parent nor any subsidiary of Parent has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to Parent and its subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of Parent and its subsidiaries, taken as a whole, and there has not been any change in the capital stock or short-term or long-term indebtedness of Parent or any subsidiary of Parent that is material to the business, condition (financial or otherwise) or results of operations or prospects of Parent and its subsidiaries, taken as a whole, and (e) the sale of the terms and conditions Notes has not been enjoined (temporarily or permanently); (ii) a certificate, dated the Closing Date, executed by the Secretary of Parent on behalf of the LBL Contracts Company and each Guarantor, certifying such matters as the Representative may reasonably request; (including to any contract riders or endorsements theretoiii) shall be covered hereunder unless made a certificate evidencing qualification by such entity as a foreign corporation in good standing issued by the Reinsurer Secretaries of State (or comparable office) of each of the jurisdictions in which each of the Company and the Guarantors operates as of a date within five days prior to the Closing Date; (iv) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of Parent substantially in the form previously approved by the Representative or its counsel; (v) the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Company and the Guarantors, dated the Closing Date, in the form of Exhibit A attached hereto; (vi) the opinion of ▇▇▇▇▇▇ and Calder, Cayman Islands counsel to the Company and the Guarantors, shall have furnished to the Initial Purchasers, at the request of the Company or Parent, its written opinion, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of Exhibit B attached hereto; (vii) an opinion, dated the Closing Date, of ▇▇▇▇▇ Day, counsel to the Initial Purchasers, in form satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions; (viii) the Initial Purchasers shall have received from UHY LLP, independent auditors, with respect to Parent and its subsidiaries, (A) a customary comfort letter, dated the date hereof, in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, with respect to the financial statements and certain financial information contained in the Time of Sale Document, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, to the effect that UHY LLP reaffirms the statements made in its letter furnished pursuant to clause (A) with respect to the financial statements and certain financial information contained in the Time of Sale Document and the Final Offering Memorandum; (ix) an Officers’ Back-Up Certificate dated as of the date hereof and as of the Closing Date executed by the Chief Executive Officer and the Chief Financial Officer of Parent providing back-up disclosure support as specified therein, in form and substance reasonably satisfactory to the Initial Purchasers; and (x) the Natixis Amendment shall have been entered into in a form and substance reasonably satisfactory to the Initial Purchasers. (g) The terms of each Transaction Document shall conform in all material respects to the description thereof in the Time of Sale Document and the Final Offering Memorandum. Each of the Company and Guarantors shall have executed and delivered, or caused to be delivered, to the Representative (i) each of the Transaction Documents to which it is a party and (ii) the Notes being purchased by the Initial Purchasers at the Closing pursuant to this Agreement, in each case in form and substance reasonably satisfactory to the Representative. (h) The Representative shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any other Transaction contemplated in the Transaction Documents. (i) The Collateral Agent shall have received (with a copy for the Initial Purchasers) on the Closing Date: (i) appropriately completed copies of Uniform Commercial Code lien financing statements naming the Company and each Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the Uniform Commercial Code of all jurisdictions or Companies Registry filings as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Administrative Services Collateral Agreements; (ii) appropriately completed copies of Uniform Commercial Code Form UCC 3 termination statements, if any, necessary to release all Liens (other than the security interests, liens or encumbrances permitted under the Indenture and the Collateral Agreements) of any Person in any Collateral described in any Collateral Agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or made Copies (Form UCC 11), or consented a similar search report certified by a party acceptable to by the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any Collateral described in any Collateral Agreement, other than such financing statements that evidence the prior written approval Liens permitted under the Indenture and the Collateral Agreements); (iv) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; and (v) the Collateral Agent and its counsel shall be satisfied that (i) the Liens granted to the Collateral Agent, for the benefit of the Reinsurer. In Secured Parties in the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval Collateral described above is of the Reinsurerpriority described in the Time of Sale Document and the Final Offering Memorandum; and (ii) no Lien exists on any of the Collateral described above other than the Liens created in favor of the Collateral Agent, this Agreement will cover Reinsured Risks incurred by for the Company benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the Liens permitted under such LBL Contract as if the non-approved changes, amendments Indenture and the Collateral Agreements. (j) Provision shall have been made for the filing of all Uniform Commercial Code financing statements or modifications had not been madeother similar financing statements and Uniform Commercial Code Form UCC-3 termination statements.

Conditions. 7.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligation of ENVOY, XpiData and the Shareholders to effect the Merger and Acquisition shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) The Company, on its own initiative, No action or proceeding shall not change have been instituted before a court or other governmental body by any governmental agency or public authority to restrain or prohibit the terms transactions contemplated by this Agreement or to obtain an amount of damages or other material relief in connection with the execution of the Agreement or the related agreements or the consummation of the Merger; and conditions no governmental agency shall have given notice to any party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any LBL Contract, other than for any changes law or that are required due it intends to (i) changes in Applicable Law, (ii) the terms commence proceedings to restrain consummation of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Merger. (b) Except as otherwise set forth All consents, authorizations, orders and approvals of (or contemplated hereinfilings or registrations with) any governmental commission, board or other regulatory body, any lenders, lessors or other third parties, required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made (including the expiration or termination of the waiting period for the HSR filings),except for filings in paragraph (a) above, no changes, amendments or modifications made on or connection with the Merger and any other documents required to be filed after the Inception Date Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business of ENVOY and XpiData taken as a whole, following the Effective Time. (c) ENVOY shall have received copies of all resolutions adopted by the Board of Directors and Shareholders of XpiData in connection with this Agreement and the transactions contemplated hereby. XpiData and the Shareholders shall have received from ENVOY and Merger Sub copies of all resolutions adopted by the Board of Directors of each respective company and the shareholder of Merger Sub in connection with this Agreement and the transactions contemplated hereby. (d) ENVOY and the Shareholders shall have entered into a Registration Rights Agreement in substantially the form attached hereto as Exhibit 7.1. (e) ENVOY and XpiData shall have received an opinion of Bass, Berr▇ & ▇ims ▇▇▇, generally to the effect that (i) the Merger qualifies as a reorganization under Section 368(a)(2)(D) of the terms and conditions Code, (ii) no material gain or loss will be recognized by ENVOY or XpiData as a result of the LBL Contracts Merger, (including to any contract riders iii) the Shareholders who receive solely ENVOY Common Stock and cash in lieu of a fractional share will recognize no gain or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant loss for federal income tax purposes with respect to the Administrative Services Agreement or made or consented to by ENVOY Common Stock received in the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeMerger.

Conditions. The effectiveness of Article 2 of this Amendment is subject to the satisfaction of the following conditions precedent: (a) The Company, on Administrative Agent (or its own initiative, counsel) shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to have received from each party hereto either (i) changes in Applicable Law, a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the terms Administrative Agent (which may include telecopy or other electronic transmission of the LBL Contracts or (iii) the requirements a signed signature page of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements theretothis Amendment) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under such party has signed a counterpart of this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Amendment. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made The Administrative Agent shall have received all fees and other amounts due and payable on or after prior to the Inception Date First Amendment Effective Date, including, reimbursement or payment of the terms all reasonable and conditions of the LBL Contracts invoiced out-of-pocket expenses (including to any contract riders or endorsements theretothe reasonable and invoiced fees, charges and disbursements of counsel) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company Administrative Agent in connection with this Amendment, or required to be reimbursed or paid by the Borrowers by this Amendment, the Agreement or under any other Loan Document for which invoices have been presented on or before the date hereof. (c) The representations and warranties of the Loan Parties set forth in this Amendment, the Agreement and the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the First Amendment Effective Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such LBL Contract specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (d) At the time of and immediately after giving effect to the consummation of this Amendment, no Default shall have occurred and be continuing. (e) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect. (f) The Administrative Agent shall have received such additional documentation and information as if the non-approved changes, amendments Administrative Agent or modifications had not been madeits counsel may have reasonably requested on or prior to the date hereof.

Conditions. The obligation of the Purchaser ---------- to purchase and acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The CompanyCompany Registration Statement: (x) shall be effective as to all Shares, on its own initiativenot subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms light of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability circumstances under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i)which they were made, (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)not misleading. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after The Company shall have secured the Inception Date listing of the terms Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and conditions warranties of the LBL Contracts Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release or filed a current report on Form 8-K, in each case reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if, by 9:20 a.m. (New York time) on December 3, 2003, neither (i) the Company has issued such press release, nor (ii) such current report on Form 8-K is available to the public through the Commission's ▇▇▇▇▇ system. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including to any contract riders without limitation with the Commission, the Nasdaq Stock Market, or endorsements theretothe NASD) shall be covered hereunder unless made by that challenges or calls into the Reinsurer pursuant question the transactions contemplated hereby or, if determined in a manner adverse to the Administrative Services Agreement Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or made its prospects or consented impose liability upon the Purchaser. (f) The Company shall file with the Commission a prospectus supplement to by the Company with the prior written approval Registration Statement (a "Supplement"), in agreed form, within one Trading Day of the Reinsurerdate of this Agreement, in order to evidence and disclose the offer and sale of the Shares issued hereunder. In the event that any such changesaddition, amendments or modifications are made or consented to in any LBL Contract by the Company without shall file a Supplement, in agreed form, on each Settlement Date to disclose the prior written approval of number Shares sold on such Settlement Date and the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madecorresponding Per Share Purchase Price.

Conditions. The obligations of the Initial Purchasers to purchase the Regulation S Notes under this Agreement are subject to the performance by each of the Company Parties of their respective covenants and obligations hereunder and the satisfaction of each of the following conditions: (a) The Company, on its own initiative, shall not change All the terms representations and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms warranties of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any Company Parties contained in this Agreement and in each of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms Regulation S Purchase Documents shall be true and conditions correct as of the LBL Contracts (including to any contract riders date hereof and at the Closing Date. On or endorsements thereto) that are required due prior to the reasons identified in clauses (i)Closing Date, (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due party to the reasons identified in clauses Regulation S Purchase Documents (iother than the Initial Purchasers) shall have performed or (iii) abovecomplied with all of the agreements and satisfied all conditions on their respective parts to be performed, the Company shall, complied with or satisfied pursuant to the extent practicableRegulation S Purchase Documents (other than conditions to be satisfied by such other parties, prior which the failure to so satisfy would not, individually or in the effectiveness of any such changeaggregate, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informalhave a Material Adverse Effect). (b) Except No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that would, as otherwise set forth of the Closing Date, render impossible the issuance or contemplated hereinsale of the Regulation S Notes; and no injunction or order of any federal, including state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Regulation S Notes. (c) No Proceeding shall be pending or, to the knowledge of the Company after due inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in paragraph the aggregate, adversely affect the issuance or marketability of the Regulation S Notes that are the subject of this Agreement, and (B) would not, individually or in the aggregate, have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Time of Sale Document and the CIM, there shall not have been any Material Adverse Change. (e) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Regulation S Notes than that on which the Regulation S Notes were marketed. (f) The Initial Purchasers shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company, to the effect that (a) abovethe representations and warranties set forth in Section 3 hereof, in each of the Regulation S Purchase Documents are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (b) the Company Parties have performed and complied with all agreements and satisfied all conditions in all material respects on their part to be performed or satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Time of Sale Document and the CIM (exclusive of any amendment or supplement thereto after the date hereof), no changesevent or events have occurred, amendments no information has become known nor does any condition exist that, individually or modifications made on in the aggregate, would have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Time of Sale Document and the CIM (exclusive of any amendment or supplement thereto after the Inception Date date hereof), other than as described in the Time of Sale Document and the CIM or contemplated hereby, neither the Company nor any Subsidiary of the Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and the Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company or any Subsidiary of the Company that is material to the business, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries, taken as a whole, and (e) the sale of the Regulation S Notes has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company and each Guarantor, certifying such matters as the Initial Purchasers may reasonably request. (iii) The Company Parties shall have each delivered to the Purchasers or the Closing Agent (on behalf of the Purchasers) a certificate evidencing qualification by such entity as a foreign corporation and good standing issued by the Secretaries of State (or comparable office) of each of the jurisdictions in which the Company Parties operate as of a date within 30 days prior to the Closing Date. (iv) the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, U.S. counsel to the Company and Subsidiary Guarantors, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Bailhache, Bermuda counsel for Parent, in each case dated as of the Closing Date, substantially to the effect set forth on Exhibit B; and (v) an opinion, dated the Closing Date, of ▇▇▇▇▇ Day, counsel to the Initial Purchasers, in form satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions. (g) The terms of each Transaction Document shall conform in all material respects to the description thereof in the Time of Sale Document and the CIM. Each of the Company Parties shall have executed and delivered, or caused to be delivered, to the Purchasers or the Closing Agent (i) each of the Transaction Documents to which it is a party and (ii) the Regulation S Notes being purchased by the Initial Purchasers at the Closing pursuant to this Agreement, in each case in form and substance reasonably satisfactory to the Initial Purchasers. (h) All conditions to closing of each of the Transaction Documents shall be satisfied or, where applicable, waived; and the Transactions shall have been consummated in accordance with their terms and conditions in accordance with the applicable Transaction Documents and as described in the Preliminary CIM and as described or to be described in the CIM. (i) At least $750.00 million in aggregate principal amount of the LBL Contracts (including to any contract riders or endorsements thereto) Notes shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to have been sold by the Company with to the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred Regulation D Purchasers and Initial Purchasers and an amount shall have been borrowed by the Company under such LBL Contract the Credit Agreement sufficient to repay all outstanding borrowings under the Amended and Restated Second Lien Credit Agreement, dated as if of July 28, 2006 among the non-approved changesCompany, amendments or modifications had not various lenders named therein, BNP Paribas, and RBS Securities Corporation (the “Second Lien Facility”). (j) The Regulation S Notes shall have been madedesignated for trading on PORTAL, to the extent so eligible, and shall be eligible for clearance and settlement through DTC.

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

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

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

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

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

Conditions. 4.1 The obligations of the Company and Animoca to consummate the Completion are conditional upon and subject to the satisfaction of the following conditions: (a) The no applicable laws shall have been adopted or promulgated by any Governmental Authority, and no temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority of competent jurisdiction shall be in effect, having the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; (b) no Action or legal proceeding shall have been initiated, pending or threatened by any Governmental Authority or any other Person having the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; (c) the Brokerage Account having been opened; and (d) the memorandum and articles of association of the Company having been (i) amended and restated to be in the form attached hereto as Exhibit B and (ii) filed with the Registry of Corporate Affairs in the British Virgin Islands (such memorandum and articles of association of the Company, on its own initiativethe “Restated M&A”). 4.2 The obligations of the Company to consummate the Completion are subject to the satisfaction or waiver (by the Company) of the following conditions: (a) each of the Animoca Warranties shall be true and correct in all respects when made and at the Completion as if made anew as of such time (except to the extent any such representation or warranty expressly relates to an earlier date, as of such earlier date); (b) Animoca shall not change the terms have performed and complied in all material respects with all obligations and conditions of any LBL Contract, other than for any changes contained in this Agreement that are required due to be performed or complied with by it on or before the Completion; and (ic) changes in Applicable Law, all corporate and other approval procedures on the part of Animoca with respect to this Agreement and the transactions contemplated hereby shall have been completed. 4.3 The obligations of Animoca to consummate the Completion are subject to the satisfaction or waiver (iiby Animoca) the terms of the LBL Contracts following conditions: (a) each of the ANPA Warranties and the Company Warranties shall be true and correct in all respects when made and at the Completion as if made anew as of such time (except to the extent any such representation or warranty expressly relates to an earlier date, as of such earlier date); (iiib) each of ANPA and the requirements Company shall have performed and complied in all material respects with all obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Completion; (c) all corporate and other approval procedures on the part of ANPA and the Company with respect to this Agreement and the transactions contemplated hereby shall have been completed; (d) ANPA shall have issued and alloted the Listco Shares to the Company free from Emcumbrances; and (e) all Consents of any competent Governmental EntityAuthority or of any other Person that are required to be obtained by ANPA or the Company in connection with the consummation of the transactions contemplated by this Agreement (including the Listco Share Issuance and the issuance and allotment of the Subscription Shares) shall have been duly obtained and effective as of the Completion, with evidence thereof provided to Animoca to its satisfaction. 4.4 The Company shall use its reasonable endeavours to procure the fulfillment of the conditions set out in Clause 4.1(c), Clause 4.1(d) and Clause 4.3 as soon as possible and in any event before the Long Stop Date. If Animoca shall use its reasonable endeavours to procure the Company’s liability under fulfillment of the conditions set out in Clause 4.2 as soon as possible and in any event before the Long Stop Date. 4.5 The Company may at its absolute discretion at any time waive in writing any of the LBL Contracts is changed because of changes made on conditions set out in Clause 4.2 (in whole or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shallpart, to the extent practicable, prior it is capable of being waived) and such waiver may be made subject to such terms and conditions as are determined by the effectiveness Company. Animoca may at its absolute discretion at any time waive in writing any of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunityconditions set out in Clause 4.3 (in whole or in part, to the extent practicable, to object it is capable of being waived) and such waiver may be made subject to such change under applicable administrative procedures terms and conditions as are determined by ▇▇▇▇▇▇▇. Notwithstanding the foregoing two sentences of this Clause 4.5, the conditions set out in Clause 4.1, Clause 4.3(d) and Clause 4.3(e) are incapable of being waived. If the conditions set out in Clause 4.1, Clause 4.2 or Clause 4.3 have not been satisfied (both formal and informal). (bor as the case may be, waived) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after before 4:00 p.m. on 31 December 2025, or such later date as ANPA, the Inception Company and Animoca may mutually agree in writing (the “Long Stop Date”), this Agreement shall cease and terminate on the Long Stop Date (save and except Clauses 6, 16, 17, 18, 24, 26 and 27 which shall continue to have full force and effect), and none of parties shall have any obligations and liabilities towards each other hereunder save for any antecedent breaches of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madehereof.

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

Conditions. The obligations of the Initial Purchaser to purchase the Units under this Agreement are subject to the satisfaction or waiver of each of the following conditions: (a) The Company, on its own initiative, shall not change All the terms representations and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms warranties of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any Issuers and their Subsidiaries contained in this Agreement and in each of the LBL Contracts is changed because of changes made on or after the Inception Date Documents shall be true and correct in the terms and conditions all material respects as of the LBL Contracts (including to any contract riders date hereof and at and as of the Closing Date. On or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such changeClosing Date, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, Issuers each other party to the extent practicableDocuments (other than the Initial Purchaser) shall have performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on their respective parts to be performed, complied with or satisfied pursuant to object the Documents (other than conditions to be satisfied by such change under applicable administrative procedures (both formal and informalother parties, which the failure to so satisfy would not have a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Units in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Issuers after reasonable inquiry, be pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. Except as otherwise set forth disclosed in the Final Offering Circular, no Proceeding shall be pending or, to the knowledge of the Issuers after reasonable inquiry, threatened other than Proceedings that (A) if adversely determined would not, singly or contemplated hereinin the aggregate, including adversely affect the issuance or marketability of the Units, and (B) would not, singly or in paragraph the aggregate, have a Material Adverse Effect. (d) Since the date hereof, there shall not have been any Material Adverse Change. (e) The Units shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL market. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Issuers or any securities of the Issuers (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Issuers or any securities of the Issuers by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Units than that on which the Units were marketed. (g) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of each Issuer, on behalf of each Issuer, to the effect that (a) abovethe representations and warranties set forth in Section 4 hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, (b) each Issuer has complied with all agreements and satisfied all conditions in all material respects on its part to be performed or satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof) no event or events have occurred, no changesinformation has become known nor does any condition exist that, amendments individually or modifications made on in the aggregate, would have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the Inception Date date hereof), other than as described in the Final Offering Circular or contemplated hereby, neither the Company nor any Subsidiary of the terms Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and conditions its Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the LBL Contracts Company and its Subsidiaries, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company or any Subsidiary of the Company that is material to the business, condition (including financial or otherwise) or results of operations or prospects of the Company and its Subsidiaries, taken as a whole; and (e) the sale of the Units has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, signed by the Secretary of each Issuers and Guarantor, certifying such matters as the Initial Purchaser may reasonably request. (iii) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Company substantially in the form previously approved by the Initial Purchaser. (iv) the opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, U.S. counsel to the Company, dated the Closing Date, in the form of EXHIBIT A hereto. (v) the opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Stirling Scales and ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Canadian counsel to the Company, dated the Closing Date, in the form of EXHIBIT B-1 and EXHIBIT B-2, respectively, hereto. (vi) the opinion of ▇▇▇▇▇▇▇▇ & Kemppinen, Finnish counsel to the Company, dated the Closing Date, in the form of EXHIBIT C hereto. (vii) the opinion of Advokatfirman ▇▇▇▇▇▇▇ ▇▇, Swedish counsel to the Company, dated the Closing Date, in the form of EXHIBIT D hereto. (viii) the opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Vermont counsel to the Company, dated the Closing Date, in the form of EXHIBIT E hereto. (ix) an opinion, dated the Closing Date, of ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ & Maw, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (h) The Initial Purchaser shall have received from Ernst & Young LLP, independent auditors, with respect to the Company, (A) a customary comfort letter, dated the date of the Final Offering Circular, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that ▇▇▇▇▇ & Young LLP reaffirm the statements made in its letter furnished pursuant to clause (A). (i) Each of the Documents shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each Document. (j) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any transaction contemplated in the Documents. (k) The terms of each Document shall conform in all material respects to the description thereof in the Final Offering Circular. (l) The receipt of the Payoff Letter from Caisse de depot et placement du Quebec. (m) The execution of the Third Amendment to the credit agreement with General Electric Capital Corporation and the Fourth Amendment to the credit agreement with General Electric Capital Canada Inc. (n) None of the parties to any contract riders of the Documents are in breach or endorsements theretodefault in any material respect under their respective obligations thereunder. (o) On the Closing Date, the Company shall be covered hereunder unless made by have paid or caused to have been paid in cash the Reinsurer pursuant reasonable fees and expenses of ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ & Maw, counsel to the Administrative Services Agreement or made or consented Initial Purchaser subject to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to limitations set forth in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeSection 5(f) hereto.

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

Conditions. 10.1 The obligation of Purchaser to consummate the acquisition of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of Purchaser hereunder to be performed at Closing, which, if not satisfied or waived by Purchaser on or before the Closing Date (unless a different time for performance is expressly provided herein), shall result in a termination of this Agreement, in which event this Agreement shall be of no further force and effect: (a) The CompanyOn the Closing Date, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes title to each Property shall be held by the applicable Operating Company in Applicable Law, the condition required by this Agreement and (ii) the terms Seller shall own one hundred percent (100%) of the LBL Contracts Membership Interests in each Operating Company identified as being owned by Seller on the attached Exhibit F. (b) All of the representations and warranties by Seller set forth in this Agreement shall be true and correct in all material respects as if made on the Closing Date. (c) Seller shall have performed (in all material respects) all covenants and agreements required by this Agreement to be performed by Seller at or prior to the Closing Date. (iiid) All required pre-Closing governmental inspections, if any, and requirements concerning the requirements of any Governmental EntityProperties shall have been completed. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date conditions set forth above in the terms and conditions of the LBL Contracts (including Paragraph 10.1(a)-(d) are not satisfied, Purchaser shall be entitled to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under terminate this Agreement. With respect In addition, Purchaser shall have the right to any change required due terminate the Agreement during the Due Diligence Period, as set forth in Section 9.2. 10.2 The obligation of Seller to consummate the sale of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the reasons identified obligations of Seller hereunder to be performed at Closing, which, if not satisfied or waived by Seller on or before the Closing Date (unless a different time for performance is expressly provided herein), shall result in clauses a termination of this Agreement, in which event this Agreement shall be of no further force and effect: (ia) or (iii) above, Purchaser shall have delivered the Company shall, to Closing Cash Payment and the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Common Stock as provided in Section 2.1 hereof. (b) Except as otherwise All of the representations and warranties by Purchaser set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications this Agreement shall be true and correct in all material respects as if made on the Closing Date. (c) Purchaser shall have performed (in all material respects) all covenants and agreements required by this Agreement to be performed by Seller at or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant prior to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeClosing Date.

Conditions. The obligation of the Purchaser to purchase ---------- and acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The CompanyCompany Registration Statement: (x) shall be effective as to all Shares, on its own initiativenot subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms light of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability circumstances under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i)which they were made, (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)not misleading. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after The Company shall have secured the Inception Date listing of the terms Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and conditions warranties of the LBL Contracts Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release or filed a current report on Form 8-K, in each case reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if, by 9:20 a.m. (New York time) on September 22, 2003, neither (i) the Company has issued such press release, nor (ii) such current report on Form 8-K is available to the public through the Commission's ▇▇▇▇▇ system. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including to any contract riders without limitation with the Commission, the Nasdaq Stock Market, or endorsements theretothe NASD) shall be covered hereunder unless made by that challenges or calls into the Reinsurer pursuant question the transactions contemplated hereby or, if determined in a manner adverse to the Administrative Services Agreement Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or made its prospects or consented impose liability upon the Purchaser. (f) The Company shall file with the Commission a prospectus supplement to by the Company with the prior written approval Registration Statement (a "Supplement"), in agreed form, within one Trading Day of the Reinsurerdate of this Agreement, in order to evidence and disclose the offer and sale of the Shares issued hereunder. In the event that any such changesaddition, amendments or modifications are made or consented to in any LBL Contract by the Company without shall file a Supplement, in agreed form, on each Settlement Date to disclose the prior written approval of number Shares sold on such Settlement Date and the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madecorresponding Per Share Purchase Price.

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

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

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

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

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

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

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

Conditions. The obligation of the Initial Purchaser to purchase the Notes, under this Agreement is subject to the satisfaction of each of the following conditions or waiver thereof by the Initial Purchaser: (a) The Company, on its own initiative, shall not change All the terms representations and conditions of any LBL Contract, other than for any changes that are required due to (i) changes warranties contained in Applicable Law, (ii) the terms this Agreement and in each of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any Documents shall be true and correct as of the LBL Contracts is changed because of changes date hereof and at the First Closing Date as though then made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due and, with respect to the reasons identified in clauses (i)Optional Additional Convertible Notes, (ii) as of each Option Closing date as though then made. On or (iii) above, the Reinsurer will share in the change proportionately prior to the coinsurance share hereunder and First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due party to the reasons identified Documents (other than the Initial Purchaser) shall have performed or complied in clauses (i) all material respects with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or (iii) above, the Company shall, satisfied pursuant to the extent practicableDocuments (other than conditions to be satisfied by such other parties, prior which the failure to so satisfy would not, individually or in the effectiveness of any such changeaggregate, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informalhave a Material Adverse Effect). (b) Except No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as otherwise set forth of the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, that would prevent or materially interfere with the consummation of the Offerings or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes, in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after due inquiry, be pending or contemplated hereinas of the First Closing Date and, including with respect to the Optional Additional Convertible Notes, each Option Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, prevent the consummation of the Offerings or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company after due inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in paragraph the aggregate, adversely affect the issuance or marketability of the Notes and (B) would not, individually or in the aggregate, have a Material Adverse Effect, except as disclosed in the Final Offering Circulars. (d) Subsequent to the respective dates as of which data and information is given in the Time of Sale Circulars and the Final Offering Circulars, there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL market. (f) The Underlying Securities shall have been approved for listing on the OTC Bulletin Board, to the extent required, subject only to notice of issuance. (g) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (h) The Initial Purchaser shall have received on the applicable Closing Date: (i) certificates dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company, to the effect that (a) above, no changes, amendments or modifications made on or after the Inception Date representations and warranties set forth in Section 4 hereof and in each of the terms Documents, are true and conditions correct in all respects, as of the LBL Contracts date hereof and at the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, (including b) the Company and each other party to any contract riders the Documents (other than the Initial Purchaser) have performed or endorsements thereto) shall complied with all of the agreements and satisfied all conditions on their respective parts to be covered hereunder unless made by the Reinsurer performed, complied with or satisfied pursuant to the Administrative Services Agreement Documents (other than conditions to be satisfied by such other parties, which failure to satisfy would not, individually or made in the aggregate, have a Material Adverse Effect), (c) at First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date or consented since the date of the most recent financial statements in the Final Offering Circulars (exclusive of any amendment or supplement thereto after the date hereof), other than as disclosed in the Final Offering Circulars or contemplated hereby, no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Final Offering Circulars (exclusive of any amendment or supplement thereto after the date hereof), other than as disclosed in the Final Offering Circulars or contemplated hereby, the Company has not incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations of the Company, and there has not been any change in the Capital Stock or long-term indebtedness of the Company that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company, and (e) the sale of the Notes has not been enjoined (temporarily or permanently). (ii) a certificate, dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, executed by the Secretary of the Company, certifying such matters as the Initial Purchaser may reasonably request. (iii) a certificate of solvency, dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, executed by the principal financial or accounting officer of the Company substantially in a form reasonably satisfactory to the Initial Purchaser. (iv) the opinion, dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Company substantially in the form attached hereto as Exhibit C. (v) the opinion, dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ L.L.P., counsel to the Company substantially in the form attached hereto as Exhibit D. (vi) the opinion, dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, of Nevada counsel to the Company, substantially in the form attached hereto as Exhibit E. (vii) the 10b-5 letter, dated the First Closing Date, and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser. (viii) the opinion, dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, of White & Case LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (ix) the “lock-up” agreements, each substantially in the form of Exhibit F-1 hereto, from the persons identified on Exhibit F-2 relating to sales and certain other dispositions of shares of Common Stock or certain other securities shall be in full force and effect on the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date. (i) The Initial Purchaser shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., independent public accountants under the standards established by the American Institute of Certified Public Accountants, with respect to the Company, (A) customary comfort letters, dated the date of this Agreement, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Preliminary Offering Circulars, (B) customary comfort letters, dated the date of this Agreement, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circulars and (C) customary “bring down” comfort letters, dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that ▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. reaffirms the statements made in its respective letters furnished pursuant to clause (A) and (B). (j) On the date hereof and also at the Closing Date, the Initial Purchaser shall have received from the principal financial or accounting officer of the Company a certificate in form and substance reasonably satisfactory to the Initial Purchaser as to the accuracy of certain numbers contained or incorporated by reference in the Time of Sale Circulars and the Offering Circulars, which numbers shall be set forth in a schedule attached to such certificate. (k) Each of the Documents shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each Document. (l) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the prior written approval Offerings or any transaction contemplated in the Documents. (m) The Initial Purchaser shall have received the Final Offering Circulars, and the terms of each Document shall conform in all material respects to the description thereof in the Time of Sale Circulars. (n) Prior to the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & Associates, the Company’s independent petroleum engineer, shall have furnished to the Initial Purchaser a letter or letters, dated the respective date of delivery thereof, in form and substance satisfactory to the Initial Purchaser. (o) None of the Reinsurer. In parties to any of the event that any such changes, amendments Documents are in breach or modifications are made or consented to default in any LBL Contract material respect under their respective obligations thereunder. (p) The Collateral Agents shall have received on the applicable Closing Date: (i) appropriately completed copies of Uniform Commercial Code UCC-1 financing statements naming each of the Company and the Guarantors as the debtor and the applicable Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agents and their counsel, desirable to perfect the Liens of the Collateral Agents pursuant to each of the Security Agreements; (ii) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any Person in any collateral described in any Security Agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agents, dated a date reasonably near to the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, listing all effective financing statements which name the Company (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement, other than such financing statements that evidence Permitted Liens); (iv) fully executed counterparts of a deed of trust and mortgage (the “Deed of Trust”), in form and substance reasonably satisfactory to Collateral Agents, which Deed of Trust shall cover Baseline’s proved oil and gas reserves, as described in the Final Offering Circulars; and (v) such other approvals or documents as the Collateral Agents or the Initial Purchaser may reasonably request in form and substance reasonably satisfactory to the Collateral Agents or Initial Purchaser, as the case may be. (q) The Collateral Agents and their counsel shall be satisfied that, concurrent with the purchase of the Notes hereunder by the Company without Initial Purchaser, (A) the prior written approval Liens granted to the Collateral Agents, for the benefit of the ReinsurerSecured Parties (as defined in the Offering Circulars) in the collateral described above is of the priority described in the Final Offering Circulars; and (B) no Lien exists on any of the collateral described above other than the Liens created in favor of the Collateral Agents, this for the benefit of the Secured Parties, pursuant to the Collateral Agreements, in each case subject to the Permitted Liens. (r) All steps, other than the payment of consideration, shall have been completed in connection with the Acquisition. (s) The New Credit Agreement will cover Reinsured Risks incurred shall have been executed and delivered by all parties thereto, and the Company Initial Purchaser shall have received a true and correct copy such document which shall be in form and substance reasonably satisfactory to the Initial Purchaser. No loans shall have been borrowed under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeNew Credit Agreement on the Closing Date.

Conditions. 6.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions (unless waived by each of the parties hereto in accordance with the provisions of Section 8.6 hereof): (a) The Company, on its own initiative, shall not change waiting period applicable to the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms consummation of the LBL Contracts Merger under the HSR Act shall have expired or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)been terminated. (b) Except as otherwise set forth No preliminary or contemplated herein, including in paragraph (a) above, no changes, amendments permanent injunction or modifications made on other order or after decree by any federal or state court which prevents the Inception Date consummation of the Merger or materially changes the terms and or conditions of the LBL Contracts (including to any contract riders or endorsements thereto) this Agreement shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurerhave been issued and remain in effect. In the event that any such changesorder or injunction shall have been issued, amendments each party agrees to use its reasonable efforts to have any such injunction lifted. (c) The Commissioner of Corporations of the State of California shall have issued the Exemption Permit, and all necessary approvals under other state securities laws relating to the issuance or modifications are made trading of the Wats▇▇ ▇▇▇mon Stock to be issued to the Stockholders in connection with the Merger shall have been received. (d) All material consents, authorizations, orders and approvals of (or consented filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time. (e) The Wats▇▇ ▇▇▇mon Stock to be issued to the Stockholders in connection with the Merger shall have been authorized for trading on the Nasdaq National Market. (f) Wats▇▇, ▇▇e Stockholders Agent and the Escrow Agent shall have entered into the Escrow Agreement. (g) At least ninety-five percent (95%) of the aggregate number of outstanding shares of Preferred Stock shall have been voluntarily converted into shares of Company Common Stock prior to the Effective Time. (h) Wats▇▇ ▇▇▇ll have received the opinion of D'An▇▇▇▇ & ▇fla▇▇, ▇▇unsel to Wats▇▇, 42 43 dated the Closing Date, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that the Company and Wats▇▇ ▇▇▇l each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, counsel shall be entitled to rely upon, among other things, reasonable assumptions as well as representations and covenants of Wats▇▇, ▇▇ts▇▇ ▇▇▇, the Company and certain stockholders of the Company. (i) The Company shall have received the opinion of Venture Law Group, A Professional Corporation, counsel to the Company, dated the Closing Date, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that the Company and Wats▇▇ ▇▇▇l each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, counsel shall be entitled to rely upon, among other things, reasonable assumptions as well as representations and covenants of Wats▇▇, ▇▇ts▇▇ ▇▇▇, the Company and certain stockholders of the Company. (j) Wats▇▇ ▇▇▇ll have received the opinion of Price Waterhouse, dated the Closing Date, to the effect that the Merger will be treated as a "pooling of interests" for accounting purposes. (k) The Company shall have received from Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ a letter, dated the Closing Date, indicating that the Company has not taken any LBL Contract action that would preclude it from entering into a transaction that would be treated as a "pooling of interests" for accounting purposes. (l) This Agreement and the Merger and other transactions contemplated hereby shall have been approved and adopted by the Company without the prior written approval requisite vote of the ReinsurerStockholders. (m) Glen▇ ▇. ▇▇▇▇▇▇▇▇, this ▇▇rr▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ Anth▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ll have entered into an Employment Agreement will cover Reinsured Risks incurred by in substantially the Company under such LBL Contract form attached hereto as if the non-approved changesExhibit F, amendments or modifications had not been made.G and H.

Conditions. Your obligations under this Agreement in respect of each Option shall be subject to the condition that all representations and warranties and other statements of the Company herein are true and correct in all material respects at and as of the closing of the purchase and sale of such Option; the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed in respect of such Option; and the following additional conditions: (a) The Company, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than Counsel for any changes that are required due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company specified in Annex III hereto shall have furnished to you their written opinion, dated the date of such closing, in form and the Reinsurer will make all appropriate adjustments substance reasonably satisfactory to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shallyou, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)effect set forth in Annex III hereto. (b) Except On the date of such closing, the Company shall have furnished to you such appropriate further information, certificates and documents as you may reasonably request. (c) Since the respective dates as of which information is given in the Exchange Act Reports (as defined in Annex II hereto) to and including the date of such closing, there shall not have been any material adverse change in the capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, otherwise than (i) continuing operating losses in the ordinary course of business and (ii) as set forth or contemplated hereinin the Exchange Act Reports. (d) Since the date of the previous closing, if any, and up to and including the date of such closing, there shall not have occurred any of the following: (i) a suspension or material limitation in paragraph trading in securities generally on the New York Stock Exchange or the Nasdaq National Market; (aii) abovea suspension or material limitation in trading in the Company's securities on the Nasdaq National Market; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or wary, no changes, amendments if the effect of any such event specified in this Clause (iv) in your judgment makes it impracticable or modifications made inadvisable to proceed with the purchase of the Option on or after the Inception Date of the terms and conditions of in the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to manner contemplated in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeAgreement.

Conditions. the Time of Delivery under such Terms Agreement, as the case may be, and at and as of such Solicitation Time, the date of such purchase or such Time of Delivery, as the case may be, the condition that at or prior to such time the Company shall have performed all of its obligations hereunder (aor under any applicable Terms Agreement) The Companytheretofore to be performed, on its own initiative, shall not change and the terms and conditions of any LBL Contract, other than for any changes that are required due to following additional conditions: (i) changes The Prospectus as then amended or supplemented (including the Pricing Supplement) with respect to such Securities shall have been filed with the Commission pursuant to Rule 424(b) under the Act (if and to the extent such filing is required) within the applicable time period prescribed for such filing by the Rules and Regulations and in Applicable Law, accordance with Section 4(a) hereof; (ii) no stop order suspending the terms effectiveness of the LBL Contracts Registration Statement shall have been issued and shall remain in effect and no proceeding for that purpose shall have been initiated or threatened by the Commission; and (iii) all requests for additional information on the requirements of any Governmental Entity. If the Company’s liability under any part of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due Commission shall have been complied with to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer reasonable satisfaction of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).Agent; (b) Except Counsel to the Agents shall have furnished to such Agent (i) such opinion or opinions, dated the Commencement Date, with respect to such matters as otherwise set forth shall have been reasonably requested by the Agents and (ii) if and to the extent requested by such Agent, on each date (on or contemplated hereinprior to such Solicitation Time, including the date of such purchase pursuant to an accepted offer or the Time of Delivery under such Terms Agreement, as the case may be) on which (A) the Registration Statement or the Prospectus is amended or supplemented (other than by a Pricing Supplement) or (B) a document is filed under the Act or the Exchange Act and is incorporated by reference into the Prospectus or (C) the Company sells Securities under a Terms Agreement which specifies a condition under this subsection, a letter, dated such applicable date, to the effect that such Agent may rely on the opinion or opinions which were last furnished to such Agent pursuant to this Section 6(b) to the same extent as though it or they were dated the date of such letter authorizing reliance (except that the statements in paragraph such letter shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in any case, in lieu of such a letter, an opinion or opinions of the same tenor as the opinion or opinions referred to in clause (ai) but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) General Counsel for the Company, or other counsel for the Company satisfactory to such Agent, shall have furnished to such Agent his written opinions, dated the Commencement Date and each applicable date referred to in subsection (b) above, no changes, amendments or modifications made on or after in form and substance satisfactory to such Agent and the Inception Date Company to the effect set forth in Annex III hereto; (d) The independent certified public accountants who have certified the financial statements of the terms Company and conditions its subsidiaries included or incorporated by reference in the Registration Statement shall have furnished to such Agent a letter, dated the 13 -13- Commencement Date and each applicable date referred to in subsection (b) above, in form and substance satisfactory to such Agent to the effect set forth in Annex IV hereto; (e) The Company shall have furnished or caused to be furnished to such Agent certificates of officers of the LBL Contracts Company dated the Commencement Date and each applicable date referred to in subsection (including b) above (read to any contract riders or endorsements theretorefer to this subsection) in such form and executed by such officers of the Company as shall be covered hereunder unless made by the Reinsurer pursuant satisfactory to such Agent, as to the Administrative Services Agreement accuracy of the representations and warranties of the Company herein at and as of the Commencement Date or made or consented such applicable date, as the case may be, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Commencement Date or such applicable date, as the case may be, as to the matters set forth in subsections (a), (f) and (g) of this Section 6, and as to such other matters as such Agent may reasonably request. (f) Since the respective dates as of which information in the Prospectus as amended or supplemented to such Solicitation Time, the date of such acceptance or the date of such Terms Agreement, as the case may be, is given, and except as set forth therein or contemplated thereby, there shall not have been any change in, or any development which affects, the business, properties, financial condition, results of operations or business prospects of the Company and its consolidated subsidiaries, taken as a whole, which, in the reasonable judgment of such Agent, is material and adverse and which, in the reasonable judgment of such Agent, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase the Securities or to proceed with the purchase of Securities pursuant to such accepted offer or such Terms Agreement. (g) Unless known to such Agent prior written approval to such Solicitation Time, the date of such acceptance or the date of such Terms Agreement, as the case may be, there shall not have occurred: (ii) downgrading in the rating accorded any of the Reinsurer. In Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeSecurities Act.

Conditions. The obligations of the Initial Purchasers to purchase the Notes under this Agreement are subject to the satisfaction or waiver of each of the following conditions: (a) The Company, on its own initiative, shall not change All the terms representations and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms warranties of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any Company contained in this Agreement and in each of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms Documents shall be true and conditions correct as of the LBL Contracts (including to any contract riders date hereof and at the Closing Date. On or endorsements thereto) that are required due prior to the reasons identified in clauses (i)Closing Date, (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due party to the reasons identified in clauses Documents (iother than the Initial Purchasers) shall have performed or (iii) abovecomplied with all of the agreements and satisfied all conditions on their respective parts to be performed, the Company shall, complied with or satisfied pursuant to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)Documents. (b) Except No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as otherwise set forth of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the Transactions; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after reasonable inquiry, be pending or contemplated hereinas of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, including adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the Transactions. No Proceeding shall be pending or, to the knowledge of the Company after reasonable inquiry, threatened other than Proceedings that (A) if adversely determined could not, individually or in paragraph the aggregate, adversely affect the issuance or marketability of the Notes, and (B) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (d) Subsequent to the respective dates as of which data and information is given in the Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL market. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any adverse change, nor shall any notice have been given of any potential or intended adverse change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchasers shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by a (1) Chairman, Chief Executive Officer, President or any Vice President and (2) the principal financial or accounting officer of the Company on behalf of the Company, to the effect that (a) abovethe representations and warranties set forth in Section 4 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (b) the Company has obtained the MARAD Consent prior to the Closing Date, (c) the Company has complied with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date, (d) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Offering Circular (exclusive of any amendment or supplement thereto after the date hereof) no event or events have occurred, no changesinformation has become known to the Company nor does any condition exist that, amendments individually or modifications made on in the aggregate, could reasonably be expected to have a Material Adverse Effect, (e) since the date of the most recent financial statements in the Offering Circular (exclusive of any amendment or supplement thereto after the Inception date hereof), other than as described in the Offering Circular or contemplated hereby, the Company has not incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, entered into any transactions not in the ordinary course of business that could reasonably be expected to have a Material Adverse Effect, and there has not been any change in the capital stock or long-term indebtedness of the Company that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company, and (f) the sale of the Notes has not been enjoined (temporarily or permanently) by a Government Authority with applicable jurisdiction; (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company, certifying such matters as the Initial Purchasers may reasonably request; (iii) the opinions dated the Closing Date of the terms and conditions ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., General Counsel of the LBL Contracts Company, with respect to matters listed on Exhibit C attached hereto, ▇▇▇▇▇ & Lardner LLP, counsel to the Company, with respect to the matters listed on Exhibit D attached hereto, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & Manner, P.C., counsel to the Company, with respect to the matters listed on Exhibit E attached hereto, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel to the Company, with respect to the matters listed on Exhibit F attached hereto, and ▇▇▇▇▇▇▇▇▇, Poster & ▇▇▇▇▇▇, LLP, counsel to the Company, with respect to certain matters listed on Exhibit G attached hereto and such other opinions as the Initial Purchasers may reasonably request; (including iv) an opinion, dated the Closing Date, of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Initial Purchasers, in form satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions. (h) The Initial Purchasers shall have received from BDO ▇▇▇▇▇▇▇, LLP, independent auditors, with respect to the Company, (A) a customary comfort letter, dated the date of the Final Offering Circular, in form and substance reasonably satisfactory to the Initial Purchasers, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, to the effect that BDO ▇▇▇▇▇▇▇, LLP reaffirms the statements made in its letter furnished pursuant to clause (A). (i) The Initial Purchasers shall have received from Deloitte & Touche LLP, independent auditors, with respect to the Company, (A) a customary comfort letter, dated the date of the Final Offering Circular, in form and substance reasonably satisfactory to the Initial Purchasers, and (B) a customary comfort letter dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers. (j) Each of the Documents shall have been executed and delivered by all parties thereto, as applicable, and the Initial Purchasers shall have received a fully executed original of each such Document. (k) The Initial Purchasers shall have received copies in form and substance reasonably satisfactory to them of all opinions, certificates, letters and other documents delivered or required to be delivered under or in connection with the Offering or any contract riders transaction contemplated in the Documents. (l) The terms of each Document shall conform in all material respects to the description thereof in the Offering Circular. (m) The Initial Purchasers shall have received a certificate of the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or endorsements theretoController (i) shall be covered hereunder unless made attaching with respect to each Vessel (as set forth Exhibit B hereto), in each case dated as of a recent date, (A) a classification society certificate from the American Bureau of Shipping (or other reputable classification societies) indicating that the Vessels are classed in the highest classification and rating for vessels of the same age and type with such classification society without any outstanding conditions or recommendations affecting class other than those for which the time prescribed for curing the condition has not passed; and (B) a certificate of ownership evidencing the ownership of such Vessel by the Reinsurer Company, and (ii) certifying that, as of the Closing Date, (A) to the best of his knowledge, each such Vessel maintains the classification stated in the relevant classification society certificate, (B) except in the case of Vessels leased by the Company or a Subsidiary, each Vessel remains owned by the Company stated to be the owner of such Vessel in the relevant certificate of ownership; (C) that each Vessel is operationally seaworthy and in every way fit for its intended service; (D) that all necessary governmental or regulatory approvals, licenses and authorities which are necessary to the operation of each Vessel have been obtained from each applicable governmental authority; and (E) that each Vessel is insured in accordance with the provisions of the Fleet Mortgage and that requirements thereof in respect of such insurances have been complied with; (n) The Trustee shall have received (with a copy for the Initial Purchasers): (i) appropriately completed copies, which have been duly authorized for filing by the appropriate entity, of UCC Financing Statements naming the Company as a debtor and the Trustee as the secured party, or other similar instruments or documents to be filed under the Uniform Commercial Code in all jurisdictions as may be necessary or, in the reasonable opinion of any of the Trustee, or the Initial Purchasers and their respective counsel, desirable to perfect the Liens of the Trustee pursuant to the Administrative Services Agreement Security Documents; (ii) terminations of filings under the Uniform Commercial Code necessary to release all Liens (other than Permitted Collateral Liens) of any person in any collateral described in the Security Documents previously granted by any person; (iii) certified copies of Uniform Commercial Code Requests for Information or made Copies (Form UCC-11), or consented a similar search report certified by a party acceptable to the Trustee, dated a date reasonably near to the Time of Delivery, listing all effective Financing Statements which name either of the Companies (under its present name and any previous names) as the debtor, together with copies of such Financing Statements (none of which shall cover any collateral described in the Security Documents, other than such Financing Statements that evidence Permitted Collateral Liens); (iv) such releases, reconveyances, satisfactions or other instruments as it may request to confirm the release, satisfaction and discharge in full of all mortgages, deeds of trust, security agreements, and other documents creating or evidencing Liens at any time delivered by either of the Companies to secure any Obligations in respect of either of the Companies’ existing indebtedness that is secured by assets constituting Collateral, duly executed, delivered and acknowledged in recordable form by the Company with the prior written approval grantee named therein or its of record successors or assigns; (v) documents from each of the Reinsurer. In lenders under either of the event Companies’ existing indebtedness that any is secured by assets constituting Collateral indicating the total amount of indebtedness payable to such changeslender and providing that such lender shall, amendments or modifications are made or consented upon payment to such lender of the full amount of the indebtedness payable to it, immediately release all Liens held by it and provide all related documentation necessary to evidence such release in any LBL Contract form and substance satisfactory to the Trustee and its counsel; (vi) confirmation reasonably satisfactory to the Initial Purchasers that the Fleet Mortgage has been accepted for recording by the National Vessel Documentation Center and that such office will issue a certificate of ownership or abstract of title evidencing that the Company without Vessels subject to the prior written approval Fleet Mortgage have been documented in the name of the ReinsurerCompany and are subject to such Fleet Mortgage and to no other liens of record; (vii) appraisals conducted in accordance with customary industry standards and practice with respect to each Vessel dated no earlier than December 18, this Agreement 2003, satisfactory in form and scope to the Trustee and the Initial Purchaser; (viii) all certificates or instruments representing or evidencing the Collateral (as such term is defined in the Security Agreement) in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Indenture; (ix) a certificate of the Company’s insurance brokers in form and substances reasonably satisfactory to the Initial Purchasers confirming that all insurance requirements of the Security Documents are satisfied; (x) with respect to Collateral that is titled vehicles or titled equipment, executed copies of all documents necessary to record on such titles a first priority Lien in favor of the Trustee; (xi) duly executed and acknowledged real property mortgages in form and substance satisfactory to the Trustee covering the Collateral that is real property and fixtures, together with title policies and such other documents related thereto as the Trustee may reasonably require; and (xii) such other documents, approvals, affidavits, opinions or certificates as the Trustee or the Initial Purchasers may reasonably request in form and substance reasonably satisfactory to the Trustee or the Initial Purchaser, as the case may be. (o) All UCC Financing Statements and financing statement terminations, required pursuant to clauses (i) and (iii) of paragraph (n) above (collectively, the “Financing Statements”) shall have been delivered to CT Corporation System or another similar filing service company acceptable to the Trustee (the “Filing Agent”). The Filing Agent shall have acknowledged in a writing reasonably satisfactory to the Trustee and its counsel (i) the Filing Agent’s receipt of all Financing Statements, (ii) that the Financing Statements have either been submitted for filing in the appropriate filing offices or will cover Reinsured Risks incurred by be submitted for filing in the appropriate offices within ten days following the Closing and (iii) that the Filing Agent will notify the Trustee and its counsel of the results of such submissions within 30 days following the Closing. (p) The Company under such LBL Contract as if shall have consummated the non-approved changesAcquisition, amendments or modifications had not been madethe Merger and the Container Purchase. (q) The Company shall have obtained the MARAD Consent.

Conditions. Section 6.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) The Company, on its own initiative, this Agreement shall not change have been adopted by the terms and conditions of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms requisite vote of the LBL Contracts or holders of Company Stock, if required by applicable law and the Certificate of Incorporation (iii) the requirements of any Governmental Entity. If the Company’s liability under any provided that Parent shall comply with its obligations in respect of the LBL Contracts is changed because voting of changes made on or after the Inception Date Shares set forth in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (iSection 1.8(b), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).; (b) Except any waiting period applicable to the Merger under the HSR Act and other applicable antitrust or competition laws shall have expired or been terminated, as otherwise set forth applicable; (c) no judgment, statute, rule, regulation, order, decree or contemplated hereininjunction shall have been enacted, including promulgated or issued by any Governmental Entity or court which prohibits or restrains the consummation of the Merger; and (d) Parent, the Purchaser or their affiliates shall have purchased shares of Company Stock pursuant to the Offer; provided that neither Parent nor the Purchaser may invoke this condition if Purchaser shall have failed to purchase shares of Company Stock so tendered and not withdrawn in paragraph violation of the terms of this Agreement or the Offer. Section 6.2 Conditions to the Obligations of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be further subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) above, no changes, amendments or modifications made on or after the Inception Date representations and warranties of Parent and the Purchaser shall be true and accurate in all material respects as of the terms Effective Time as if made at and conditions as of such time (except for those representations and warranties that address matters only as of a 36 41 particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period); and (b) each of Parent and the Purchaser shall have performed in all material respects all of the LBL Contracts (including respective obligations hereunder required to any contract riders be performed by Parent or endorsements thereto) the Purchaser, as the case may be, at or prior to the Effective Time. Section 6.3 Conditions to the Obligations of Parent and the Purchaser to Effect the Merger. The obligations of Parent and the Purchaser to effect the Merger shall be covered further subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations and warranties of the Company shall be true and accurate in all material respects as of the Effective Time as if made at and as of such time (except for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period); and (b) the Company shall have performed in all material respects all of the respective obligations hereunder unless made required to be performed by the Reinsurer pursuant Company, at or prior to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeEffective Time.

Conditions. (a) The Company, on its own initiative, shall not change obligations of the terms and conditions Initial Purchaser to purchase the Series A Notes under this Agreement are subject to the satisfaction or waiver of any LBL Contract, other than for any changes that are required due to each of the following conditions: (i) changes All the representations and warranties of each of the Issuers in each of the Documents to which it is a party shall be true and correct in all material respects (other than representations and warranties with a materiality qualifier, which shall be true and correct as written) at and as of the Closing Date after giving effect to the Transactions with the same force and effect as if made on and as of such date. On or prior to the Closing Date, each of the Issuers and, to the knowledge of the Issuers, each other party to the Documents (other than the Initial Purchaser) shall have performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents. (ii) The Offering Circular shall have been printed and copies made available to the Initial Purchaser not later than 12:00 noon, New York City time, on the first business day following the date of this Agreement or at such later date and time as the Initial Purchaser may approve. (iii) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or interfere with the consummation of any of the Transactions; and no stop order suspending the qualification or exemption from qualification of any of the Series A Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or be pending or contemplated. (iv) No Applicable LawLaw shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of any of the Transactions. No Proceeding shall be pending or threatened other than Proceedings that (A) if adversely determined could not, singly or in the aggregate, adversely affect the issuance or marketabil ity of the Series A Notes, and (B) could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. (v) Since the date as of which information is given in the Offering Circular, there shall not have been any Material Adverse Change. (vi) The Notes shall have (A) been designated PORTAL securities in accordance with the rules and regulations adopted by the NASD relating to trading in the PORTAL market, and (B) received a rating of "B" and "B2" from Standard & Poor's Corporation and ▇▇▇▇▇'▇ Investors Services, Inc., respectively. (vii) As of the Closing Date, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of any securities of either of the Issuers (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the terms outlook for any rating of any securities of either of the LBL Contracts or Issuers by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the requirements Notes than that on which the Notes were marketed. (viii) The Initial Purchaser shall have received on the Closing Date (A) certificates dated the Closing Date, signed by (1) the Chief Executive Officer, and (2) the principal financial or accounting officer of any Governmental Entity. If the Company’s liability under any each of the LBL Contracts is changed because Issuers, on behalf of changes made on or after such Issuer, confirming the Inception Date matters set forth in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses paragraphs (i), (iiiii), (iv), (v), (vii) and (xiii) of this Section 9(a), (B) a certificate, dated the Closing Date, signed by the (1) Chief Executive Officer and (2) the principal financial or (iii) aboveaccounting officer of each of the Issuers, on behalf of such Issuer stating that the Reinsurer will share industry, statistical and market-related data included in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shallOffering Circular has been reviewed by such persons and, to the extent practicablebest knowledge of such persons, subject to the risks and limitations described in the Preliminary Offering Circular and the Offering Circular, is true and accurate in all material respects and is based on or derived from sources which the Issuers believe to be reliable and accurate, which certificate shall be in form and substance satisfactory to counsel for the Initial Purchasers, (C) a certificate, dated the Closing Date, signed by the Secretary of each of the Issuers, BDI and ▇▇▇▇, certifying such matters as the Initial Purchaser may reasonably request, and (D) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Company substantially in the form previously approved by the Initial Purchaser. (ix) The Initial Purchaser shall have received: (A) the opinions (in form and substance satisfactory to the Initial Purchaser and counsel to the Initial Purchaser) of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, special counsel to the Issuers, dated the Closing Date, in the form of Exhibit A hereto; (B) the opinions (in form and substance satisfactory to the Initial Purchaser and counsel to the Initial Purchaser) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, special Indiana counsel to the Issuers, dated the Closing Date, in the form of Exhibit B-1 hereto, and Butzel Long, special admiralty counsel to the Issuers, dated the Closing Date, in the form of Exhibit B-2 hereto; (C) reliance letters from each counsel or special counsel to the Issuers (in form and substance satisfactory to the Initial Purchaser and counsel to the Initial Purchaser), dated the Closing Date, permitting the Initial Purchaser to rely on all other opinions rendered by such counsel in connection with any of the Transactions; and (D) an opinion, dated the Closing Date, of ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, in form and substance reasonably satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (x) The Initial Purchaser shall have received from PricewaterhouseCoopers LLP, independent public accountants, with respect to the Issuers, (A) a customary comfort letter, dated the date of the Offering Circular, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that PricewaterhouseCoopers LLP reaffirms the statements made in its letter furnished pursuant to clause (A), except that the specified date referred to shall be a date not more than five days prior to the effectiveness Closing Date. (xi) The Documents shall have been executed and delivered by all parties thereto and the Initial Purchaser shall have received a fully executed original of each Document. (xii) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Transactions. (xiii) Each of the Transactions shall have been consummated on terms that conform to the description thereof in the Offering Circular. The terms of each Document shall conform in all material respects to the description thereof in the Offering Circular. (xiv) The Initial Purchaser shall have received copies of duly executed payoff letters, UCC-3 termination statements, mortgage releases and other collateral releases and terminations, each in form and substance satisfactory to the Initial Purchaser evidencing, as the case may be, (A) the Defeasance, (B) the repurchase of the Old Notes pursuant to the Tender Offer, (C) the termination of each agreement and instrument relating to any indebtedness secured by the Collateral and (D) the release of each item of Collateral securing such changeindebtedness and the termination of all Liens created thereunder, promptly notify and each such payoff letter, release and termination shall be in full force and effect. (xv) The Issuers shall have furnished to the Reinsurer Initial Purchaser the Security Documents duly executed by the respective Grantors party thereto, together with: (A) proper financing statements, each in the form to be filed on the Closing Date under the UCC of all jurisdictions that may be deemed necessary or desirable in order to perfect the Liens created by the Security Documents, covering the Collateral and naming the Collateral Agent as secured party, which financing statements shall be so filed on the Closing Date; (B) contemplated requests for information, listing all effective financing statements filed as of the date thereof in the jurisdictions referred to in the prior subparagraph that name either of the Issuers, BDI or ▇▇▇▇ as debtor, together with copies of such proposed change and afford financing statements (none of which shall cover the Reinsurer Collateral described in the opportunitySecurity Documents, except to the extent practicablesuch Collateral secures the obligations under the Old Notes and such Collateral is released in connection herewith and evidence thereof is delivered pursuant to paragraph (xiv) above); (C) reasonable evidence that all other actions necessary or desirable to perfect and protect the Liens created by the Security Documents have been taken; (D) the Preferred Ship Mortgage (as defined in the Indenture), duly executed by the Company, together with: (1) evidence that counterparts of the Preferred Ship Mortgage are in a form to object be recorded on the Closing Date with the United States Coast Guard National Vessel Documentation Center, New Orleans, Louisiana Detachment (which counterparts shall be so recorded on the Closing Date), in order to create a valid first preferred mortgage under the Ship Mortgage Act on the Majestic Star Casino Vessel (as defined in the Indenture) in favor of the Collateral Agent and the holders of the Notes and that all filing and recording taxes and fees have been paid; (2) such change under applicable administrative procedures evidence that all other action that the Collateral Agent may deem necessary or desirable in order to create a valid first preferred mortgage on the Majestic Star Casino Vessel has been taken; and (both formal 3) such evidence of the insurance required by the terms of the Preferred Ship Mortgage. (xvi) Counsel to the Initial Purchaser shall have been furnished with such documents as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Section 9 and informal)in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions herein contained. (b) Except The obligation of each of the Issuers to sell the Series A Notes under this Agreement is subject to the satisfaction or waiver of each of the following conditions: (i) The Initial Purchaser shall have delivered payment to the Issuers for the Series A Notes pursuant to Sections 2 and 4 of this Agreement and shall have complied with all other obligations and agreements required to be complied with by it hereunder on or prior to the Closing Date. (ii) All of the representations and warranties of the Initial Purchaser in this Agreement shall be true and correct in all material respects at and as otherwise set forth of the Closing Date, with the same force and effect as if made on and as of such date. (iii) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or interfere with the issuance and sale of the Series A Notes; and no stop order suspending the qualification or exemption from qualification of any of the Series A Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or be pending or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date as of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeClosing Date.

Conditions. The obligation of the Initial Purchaser to purchase the Notes under this Agreement is subject to the satisfaction of each of the following conditions or waiver thereof by the Initial Purchaser: (a) The Company, on All the representations and warranties of the Company and its own initiative, Subsidiaries contained in this Agreement and in each of the Documents shall not change be true and correct in all material respects as of the terms date hereof and conditions of any LBL Contract, other than at the Closing Date except for any changes that are required due to (i) changes in Applicable Law, representations and warranties which speak as of an earlier date which shall be true and correct as of such earlier date and (ii) the terms of the LBL Contracts representations and warranties qualified by materiality or (iii) the requirements of any Governmental EntityMaterial Adverse Effect which shall be true and correct in all respects. If the Company’s liability under any of the LBL Contracts is changed because of changes made on On or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due prior to the reasons identified in clauses (i)Closing Date, (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due party to the reasons identified Documents (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied in clauses (i) all material respects with or (iii) above, the Company shall, satisfied pursuant to the extent practicableDocuments (other than conditions to be satisfied by such other parties, prior which the failure to so satisfy would not, individually or in the effectiveness of any such changeaggregate, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informalhave a Material Adverse Effect). (b) Except No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as otherwise set forth of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after due inquiry, be pending or contemplated hereinas of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, including adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company after due inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in paragraph the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, have a Material Adverse Effect, except as disclosed in the Final Offering Circular. (d) Subsequent to the respective dates as of which data and information is given in the Time of Sale Circular and the Final Offering Circular, there shall not have been any Material Adverse Change. (e) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (f) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company (and not the officer’s individual capacity), to (a) abovethe effect of the statements set forth in Section 7(a)(i) hereto, (b) at the Closing Date or since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other than as disclosed in the Final Offering Circular or contemplated hereby, no changesevent or events have occurred, amendments no information has become known nor does any condition exist that, individually or modifications made on in the aggregate, would have a Material Adverse Effect, (c) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the Inception Date date hereof), other than as disclosed in the Final Offering Circular or contemplated hereby, none of the terms Company, any of its Subsidiaries or to the Company’s knowledge, the ATX Entities has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company, its Subsidiaries and conditions the ATX Entities taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations of the LBL Contracts Company, its Subsidiaries and the ATX Entities, taken as a whole, and there has not been any change in the Capital Stock or long-term indebtedness of the Company or any of its Subsidiaries or, to the Company’s knowledge, the ATX Entities that is material to the business, condition (including financial or otherwise) or results of operations or prospects of the Company, its Subsidiaries and the ATX Entities, taken as a whole and (d) the sale of the Notes has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company and the Guarantors, certifying as to the Charter Documents and certain actions relating to the offering and sale of the Notes and the Transactions and such matters as the Initial Purchaser may reasonably request. (iii) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company substantially in a form satisfactory to the Initial Purchaser. (iv) the opinion, dated the Closing Date, of W▇▇▇▇▇▇ ▇▇▇▇ & G▇▇▇▇▇▇▇▇ LLP, counsel to the Company and the Guarantors substantially in the form attached hereto as Exhibit B. (v) the opinion, dated the Closing Date, of Virginia counsel to the Company and the Guarantors substantially in form attached hereto as Exhibit C. (vi) the opinion, dated the Closing Date, of Connecticut counsel to the Company and the Guarantors substantially in the form attached hereto as Exhibit D. (vii) the opinion, dated the Closing Date, of C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., General Counsel of the Company substantially in the form attached hereto as Exhibit E. (viii) an opinion, dated the Closing Date, of Mayer, Brown, R▇▇▇ & Maw LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (g) The Initial Purchaser shall have received from E&Y, independent public accountants under the standards established by the American Institute of Certified Public Accountants, with respect to the Company, (A) a customary comfort letter, dated the date of this Agreement, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that E&Y reaffirms the statements made in its letter furnished pursuant to clause (A). (h) The Initial Purchaser shall have received from PWC, independent public accountants under the standards established by the American Institute of Certified Public Accountants with respect to ATX (A) a customary comfort letter, dated the date of hereof, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary “bring down” comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that PWC reaffirms the statements made in its letter furnished pursuant to clause (A). (i) The Initial Purchaser shall have received from PWC, independent public accountants under the standards established by the American Institute of Certified Public Accountants, with respect to the Company, (A) a customary comfort letter, dated the date of this Agreement, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that PWC reaffirms the statements made in its letter furnished pursuant to clause (A). (j) Each of the Documents shall have been executed and delivered by all parties thereto. (k) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any transaction contemplated in the Documents (other than the ATX Acquisition). (l) The Initial Purchaser shall have received the Final Offering Circular, and the terms of each Document shall conform in all material respects to the description thereof in the Time of Sale Circular. (m) The New Credit Agreement shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a true and correct copy such document which shall be in form and substance reasonably satisfactory to the Initial Purchaser. No loans shall have been borrowed under the New Credit Agreement on the Closing Date. (n) (i) The Initial Purchaser shall have received prior to or contemporaneously with the Closing a payoff letter from the administrative agent under the Existing Credit Agreement and a payoff letter from the administrative agent under the Note Purchase Agreement evidencing repayment of certain indebtedness under the senior unsecured subordinated notes due 2009 and the satisfaction of all other indebtedness under the Company’s senior unsecured subordinated notes due 2007 and 2009 as a result of the Conversion. (o) None of the parties to any contract riders of the Documents are in breach or endorsements theretodefault in any material respect under their respective obligations thereunder. (p) The Collateral Agent shall have received on the Closing Date: (i) appropriately completed copies of Uniform Commercial Code financing statements naming the Company and the Guarantors as debtors and the Collateral Agent as the secured party, or other similar instruments or documents to be covered hereunder unless made by filed under the Reinsurer UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Administrative Services Agreement or made or consented Security Agreement; (ii) except as agreed to by the Collateral Agent, appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any Person in any collateral described in any Security Agreement previously granted by any Person; (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement, other than such financing statements that evidence Permitted Liens); (iv) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; and (v) the Collateral Agent and its counsel shall be satisfied that, concurrent with the prior written approval purchase of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract Notes hereunder by the Company without Initial Purchaser, (i) the prior written approval Lien granted to the Collateral Agent, for the benefit of the ReinsurerSecured Parties in the collateral described above is of the priority described in the Final Offering Circular; and (ii) no Lien exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the Permitted Liens. (q) All information certified to by an officer of the Company in the perfection certificate of the Company and by an officer of ATX in the perfection certificate of ATX, to be dated as of the Closing shall be true and correct in all material respects as of the Closing Date. (r) The Company and the Guarantors shall have received all necessary governmental, shareholder and third-party approvals and consents necessary in connection with the Transactions and the other transactions contemplated by the Offering Circular (other than the receipt of the ATX Approvals) shall have been obtained and shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken by any applicable authority that would restrain, prevent or otherwise impose adverse conditions on such Transactions or the financing thereof; provided, however, that with respect to governmental approvals, this Agreement will cover Reinsured Risks incurred by requirement shall apply only to approval from jurisdictions the Financing Approvals from jurisdictions from which the Company under such LBL Contract as if derived in the non-approved changesaggregate at least 92% of its total revenues during the fiscal quarter ended March 31, amendments 2006. The ATX Approvals shall have been applied for without any action being taken by any applicable authority that would restrain, prevent or modifications had not been madeotherwise impose adverse conditions on the Acquisition or the financing thereof.

Conditions. (a) The obligation of any Agent, as agent of the Company, on its own initiativeat any time ("Solicitation Time") to solicit offers to purchase the Securities, the obligation of any offeree to purchase Securities pursuant to an accepted offer or the obligation of any Agent to purchase Securities as principal pursuant to any Terms Agreement, shall not change in each case be subject, in such offeree's or Agent's discretion, to the terms condition that all representations and conditions warranties and other statements of the Company herein (and, in the case of an obligation of an Agent under a Terms Agreement, contained in or incorporated in such Terms Agreement by reference) are true and correct at and as of the Commencement Date and any LBL Contractother applicable Representation Date that is on or prior to such Solicitation Time, other than for the date of such purchase or the Time of Delivery under such Terms Agreement, as the case may be, and at and as of such Solicitation Time, the date of such purchase or such Time of Delivery, as the case may be, the condition that at or prior to such time the Company shall have performed all of its obligations 12 -12- hereunder (or under any changes that are required due applicable Terms Agreement) theretofore to be performed, and the following additional conditions: (i) changes The Prospectus as then amended or supplemented (including the Pricing Supplement) with respect to such Securities shall have been filed with the Commission pursuant to Rule 424(b) under the Act (if and to the extent such filing is required) within the applicable time period prescribed for such filing by the Rules and Regulations and in Applicable Law, accordance with Section 4(a) hereof; (ii) no stop order suspending the terms effectiveness of the LBL Contracts Registration Statement shall have been issued and shall remain in effect and no proceeding for that purpose shall have been initiated or threatened by the Commission; and (iii) all requests for additional information on the requirements of any Governmental Entity. If the Company’s liability under any part of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due Commission shall have been complied with to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer reasonable satisfaction of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).Agent; (b) Except Counsel to the Agents shall have furnished to such Agent (i) such opinion or opinions, dated the Commencement Date, with respect to such matters as otherwise shall have been reasonably requested by the Agents and (ii) if and to the extent requested by such Agent, on each date (on or prior to such Solicitation Time, the date of such purchase pursuant to an accepted offer or the Time of Delivery under such Terms Agreement, as the case may be) on which (A) the Registration Statement or the Prospectus is amended or supplemented (other than by a Pricing Supplement) or (B) a document is filed under the Act or the Exchange Act and is incorporated by reference into the Prospectus or (C) the Company sells Securities under a Terms Agreement which specifies a condition under this subsection, a letter, dated such applicable date, to the effect that such Agent may rely on the opinion or opinions which were last furnished to such Agent pursuant to this Section 6(b) to the same extent as though it or they were dated the date of such letter authorizing reliance (except that the statements in such letter shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in any case, in lieu of such a letter, an opinion or opinions of the same tenor as the opinion or opinions referred to in clause (i) but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) General Counsel for the Company, or other counsel for the Company satisfactory to such Agent, shall have furnished to such Agent his written opinions, dated the Commencement Date and each applicable date referred to in subsection (b) above (other than a date on which a Current Report on Form 8-K , which is filed solely for the purpose of filing exhibits pursuant to Item 601 of Regulation S-K, is filed under the Exchange Act and is incorporated by reference into the Prospectus, unless requested by such Agent), in form and substance satisfactory to such Agent and the Company to the effect set forth in Annex III hereto; (d) The independent certified public accountants who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement shall have furnished to such Agent a letter, dated the 13 -13- Commencement Date and each applicable date referred to in subsection (b) above (other than a date on which a Current Report on Form 8-K , which is filed solely for the purpose of filing exhibits pursuant to Item 601 of Regulation S-K, is filed under the Exchange Act and is incorporated by reference into the Prospectus, unless requested by such Agent), in form and substance satisfactory to such Agent to the effect set forth in Annex IV hereto; (e) The Company shall have furnished or caused to be furnished to such Agent certificates of officers of the Company dated the Commencement Date and each applicable date referred to in subsection (b) above (read to refer to this subsection) (other than a date on which a Current Report on Form 8-K , which is filed solely for the purpose of filing exhibits pursuant to Item 601 of Regulation S-K, is filed under the Exchange Act and is incorporated by reference into the Prospectus, unless requested by such Agent) in such form and executed by such officers of the Company as shall be satisfactory to such Agent, as to the accuracy of the representations and warranties of the Company herein at and as of the Commencement Date or such applicable date, as the case may be, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Commencement Date or such applicable date, as the case may be, as to the matters set forth in subsections (a), (f) and (g) of this Section 6, and as to such other matters as such Agent may reasonably request. (f) Since the respective dates as of which information in the Prospectus as amended or supplemented to such Solicitation Time, the date of such acceptance or the date of such Terms Agreement, as the case may be, is given, and except as set forth therein or contemplated hereinthereby, including there shall not have been any change in, or any development which affects, the business, properties, financial condition, results of operations or business prospects of the Company and its consolidated subsidiaries, taken as a whole, which, in paragraph the reasonable judgment of such Agent, is material and adverse and which, in the reasonable judgment of such Agent, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase the Securities or to proceed with the purchase of Securities pursuant to such accepted offer or such Terms Agreement. (ag) aboveUnless known to such Agent prior to such Solicitation Time, no changesthe date of such acceptance or the date of such Terms Agreement, amendments as the case may be, there shall not have occurred: (i) any of the events described in clauses (A) through (D), such event, singly or modifications made together with any other such event, makes it, in such Agent's reasonable judgment, impracticable to market the Securities on or after the Inception Date of the terms and conditions in the manner contemplated by the Prospectus, as amended or supplemented at such Solicitation Time, the date of such acceptance or Time of Delivery, as the case may be; or (ii) downgrading in the rating accorded any of the LBL Contracts (including to Company's securities by any contract riders or endorsements thereto"nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) shall be covered hereunder unless made by under the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeSecurities Act.

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

Conditions. (a) The Company, on its own initiative, obligations of the Investment Entity to cancel the Valero Obligations in exchange for the Shares at the First Exchange Closing and any Optional Closing shall not change be subject to the terms and conditions satisfaction (or waiver) of any LBL Contract, other than for any changes that are required due to the following conditions: (i) changes Valero shall have furnished to the Investment Entity an opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to Valero, dated the applicable Closing Date in Applicable Lawthe form of Exhibit B hereto and of ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of Valero, dated the applicable Closing Date in the form of Exhibit C hereto; (ii) the terms private letter ruling (as described in the Registration Statement) shall remain in full force and effect and shall not have been revoked in whole or in part as of the LBL Contracts or applicable Closing Date; (iii) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other legal restraint or prohibition shall be in effect preventing the requirements transactions contemplated to occur at the First Exchange Closing or the Optional Exchange Closing, as applicable; (iv) (A) the representations and warranties of any Governmental Entity. If the Company’s liability under any Valero in this Agreement shall be true and correct in all respects on and as of the LBL Contracts is changed because of changes applicable Closing Date, with the same effect as if made on the applicable Closing Date, (B) Valero shall have complied with all the covenants and satisfied all the conditions on its part to be performed or after the Inception Date in the terms and conditions of the LBL Contracts (including satisfied pursuant to any contract riders this Agreement at or endorsements thereto) that are required due prior to the reasons identified applicable Closing Date and (C) Valero shall have furnished to the Investment Entity a certificate of Valero in a form reasonably satisfactory to the Investment Entity, signed by an authorized officer of Valero, in his or her capacity as an officer of Valero and not in his or her individual capacity, and dated the applicable Closing Date, to the effect set forth in clauses (iA) and (B) above; (A) the representations and warranties of CST Brands in this Agreement shall be true and correct in all respects on and as of the applicable Closing Date, with the same effect as if made on the applicable Closing Date, (B) CST Brands shall have complied with all the covenants and satisfied all the conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the applicable Closing Date and (C) CST Brands shall have furnished to the Investment Entity a certificate of CST Brands in a form reasonably satisfactory to the Investment Entity, signed by the chief executive officer and chief financial officer of CST Brands, dated the applicable Closing Date, to the effect set forth in clause (A) and (B) above; (vi) the Underwriting Agreement has been duly executed and delivered and shall remain in full force and effect and the conditions to the obligations of the Underwriters to purchase and pay for the applicable Shares as set forth in the first paragraph of Section 6 (with respect to Valero and CST Brands only) and Section 6(a), (iib), (e), (g), (j), (k) (with respect to Valero and CST Brands only), (m) and (o) of the Underwriting Agreement shall have been satisfied or waived (iii) above, the Reinsurer will share in the change proportionately other than those conditions that by their nature cannot be satisfied prior to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due applicable closing pursuant to the reasons identified in clauses Underwriting Agreement); and (vii) Valero shall have furnished to the Investment Entity a properly completed and executed (i) United States Treasury Department Form W-9 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) and (iiiii) above, certification of non-foreign status substantially in the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise form set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the ReinsurerTreasury Regulations Section 1.1445-2(b)(2)(iv). In the event that any such changes, amendments of the conditions set forth in this clause (a) shall not have been fulfilled (or modifications are made or consented to in any LBL Contract waived by the Company without Investment Entity) on the prior written approval of the ReinsurerFirst Exchange Closing Date, this Agreement will cover Reinsured Risks incurred may be terminated by the Company Investment Entity by delivering a written notice of termination to Valero and CST Brands. The parties acknowledge and agree that any of their respective rights and/or obligations under the Underwriting Agreement shall not be affected by any such LBL Contract termination of this Agreement. (b) The obligations of Valero to exchange Shares for cancellation of the Valero Obligations at the First Exchange Closing and any Optional Closing shall be subject to the satisfaction (or waiver) of the following conditions: (i) The Investment Entity shall have furnished to Valero an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Investment Entity, dated the applicable Closing Date in the form of Exhibit D hereto; (ii) (A) the representations and warranties of the Investment Entity in this Agreement shall be true and correct in all respects on and as of the applicable Closing Date, with the same effect as if made on the non-approved changesapplicable Closing Date, amendments (B) the Investment Entity shall have complied with all the agreements and satisfied all the conditions on its part to be performed or modifications had satisfied at or prior to the applicable Closing Date and (C) the Investment Entity shall have furnished to Valero a certificate of the Investment Entity in a form reasonably satisfactory to Valero, signed by an authorized officer and dated the applicable Closing Date, to the effect set forth in clauses (A) and (B) above; (iii) the private letter ruling (as described in the Registration Statement) shall remain in full force and effect and shall not have been maderevoked in whole or in part as of the applicable Closing Date; (iv) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other legal restraint or prohibition shall be in effect preventing the transactions contemplated to occur at the First Exchange Closing or the Optional Exchange Closing, as applicable; (v) the Investment Entity shall have delivered to Valero IRS Form W-9 (or other applicable form or statement specified by the Treasury Department regulation in lieu thereof; and (vi) the Underwriting Agreement shall have been duly executed and delivered and shall remain in full force and effect and the conditions to the obligations of the Underwriters to purchase and pay for the applicable Shares as set forth in the first paragraph of Section 6 (with respect to the Investment Entity only) and Section 6(c)(d), (f), (i), (k) (with respect to the Investment Entity only) and (l)-(n) of the Underwriting Agreement shall have been satisfied or waived (other than those conditions that by their nature cannot be satisfied prior to the applicable closing pursuant to the Underwriting Agreement). In the event that any of the conditions set forth in this clause (b) shall not have been fulfilled (or waived by Valero) on the First Exchange Closing Date, this Agreement may be terminated by Valero by delivering a written notice of termination to the Investment Entity and CST Brands. No representation, warranty or covenant made by the Investment Entity in this Agreement shall give rise to any claim in respect of tax liabilities. The parties acknowledge and agree that any of their respective rights and/or obligations under the Underwriting Agreement shall not be affected by any such termination of this Agreement.

Conditions. Notwithstanding anything in this Commitment Letter (aincluding each of the exhibits attached hereto), the Fee Letters, the Facility Documentation or any other agreement or undertaking concerning the financing of the Transactions to the contrary, the obligation of the Commitment Party hereunder to fund the Term Facility on the Closing Date, and the agreements of the Arranger to perform the services described herein, are subject solely to the conditions specified in Exhibit C hereto, and there are no conditions (expressed, implied or otherwise) The Companyto such funding or performance, on its own initiative, shall not change including compliance with the terms and conditions of any LBL Contractthis Commitment Letter, the Fee Letters or the Facility Documentation, other than for those expressly set forth in Exhibit C hereto (such conditions, collectively, the “Limited Conditionality Provisions”), and, upon satisfaction (or waiver by the Commitment Party) of such conditions, the initial funding of the Term Facility shall occur. Notwithstanding anything in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letters, the Facility Documentation or any changes that are required due other agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) changes the only representations and warranties, the accuracy of which will be a condition to the availability of the Term Facility on the Closing Date shall be (A) such of the representations and warranties in Applicable Lawthe Acquisition Agreement made by the Company, the Seller and their respective subsidiaries as are material to the interests of the Lenders, but only to the extent that you have (and/or your applicable affiliate has) the right to terminate your (and/or its) obligations under the Acquisition Agreement or the right not to consummate the Acquisition pursuant to the terms of the Acquisition Agreement as a result of a breach of such representations and warranties in the Acquisition Agreement (to such extent, the “Specified Acquisition Agreement Representations”) and (B) the Specified Representations (as defined below) and (ii) the terms of the LBL Contracts or Facility Documentation shall be consistent with the Documentation Principles (iiias defined in Exhibit B) and shall be in a form such that they do not impair the requirements of any Governmental Entity. If the Company’s liability under any availability of the LBL Contracts is changed because of changes made Term Facility on the Closing Date if the Limited Conditionality Provisions are satisfied (or after waived by the Inception Date in the terms and conditions of the LBL Contracts Commitment Party) (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shallit being understood that, to the extent practicable, prior to that any security interest in any Collateral (as defined in the effectiveness Existing Credit Agreement (as defined in Exhibit B)) is not or cannot be provided and/or perfected (if applicable) on the Closing Date (other than (i) any security interest in any Collateral which may be perfected (if applicable) by (x) the filing of any such change, promptly notify a financing statement under the Reinsurer of such proposed change and afford Uniform Commercial Code (the Reinsurer “UCC”) or (y) the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant delivery to the Administrative Services Agreement Agent (or made its designee) of certificated equity interests with respect to certificated securities (and related stock powers or consented to by the Company with the prior written approval other similar transfer instruments) of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.the

Conditions. (a) CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE MERGERS. The Company, on its own initiative, respective obligations of each party to effect the Mergers shall not change be subject to the terms and conditions fulfillment at or prior to the Closing Date of any LBL Contract, other than for any changes that are required due to the following conditions: (i) changes in Applicable Law, this Agreement and the transactions contemplated hereby shall have been approved and adopted by the Requisite Stockholder Approvals of the Sellers under applicable law and applicable listing requirements; (ii) the terms shares of Parent Common Stock issuable in the LBL Contracts Mergers and those to be reserved for issuance upon exercise of stock options or warrants or the conversion of convertible securities shall have been authorized for quotation on the NYSE, or such other exchange on which Parent Common Stock is then primarily traded, upon official notice of issuance: (iii) the requirements Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any Governmental Entity. If state regulatory authorities; (iv) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the Company’s liability under consummation of any of the LBL Contracts is changed because of changes made on Mergers shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order or after the Inception Date decree lifted); (v) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the terms and conditions United States which would prevent the consummation of any of the LBL Contracts Mergers or make the consummation of any of the Mergers illegal; (including vi) all governmental waivers, consents, orders and approvals legally required for the consummation of the Mergers and the transactions contemplated hereby, and all consents from lenders required to any contract riders or endorsements theretoconsummate the Mergers, shall have been obtained and be in effect at the Merger 1 Effective Time, except where the failure to obtain the same would not be reasonably likely to have a Material Adverse Effect following the Merger 1 Effective Time; and (vii) that are required due the Sellers and Purchasers shall have received an opinion of Coopers & ▇▇▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to the reasons identified in clauses (i)Sellers and Purchasers, (ii) or (iii) above, dated the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shallClosing Date, to the extent practicable, prior effect that (A) Merger 3 will qualify as a reorganization under Section 368 of the Code and (B) Parent and Convest will each be a "party to a reorganization" within the effectiveness meaning of any such change, promptly notify 368(b) of the Reinsurer of such proposed change and afford the Reinsurer the opportunity, Code with respect to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). Merger 3. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.)

Conditions. (a) The CompanyThis policy , on its own initiative, any endorsement hereon and the schedule shall not change the terms be read together as one contract and conditions any word or expression to which a specific meaning has been attached in any part of any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the terms this policy or of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any schedule shall bear such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)specific meaning wherever it may appear. (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer1. In the event of any incident, circumstance which may give rise to a claim for indemnity under this policy, the insured shall give immediate notice in writing to the Insurer. such notice having been given not later than 30 days after the expiration of the policy period , any claim to which that circumstance has given rise , which may be made within 36 months after the expiration of the period specified in the schedule , shall be deemed for the purpose of this policy to have been made during the existence hereof. .ًندملا نوناقلا نم 926 هداملا نوناق بسحو هل 2. The Insured shall not admit liability or settle or make or promise any payment in respect of any claim which may be the subject of indemnity hereunder , or incur any costs or expenses in connection therewith , without the written consent of the Insurer , which be entitled to take over and conduct in the name of the insured the defense and / or settlement of any such changesclaim, amendments any such claim , for which purpose the Insured shall give all the information and assistance that the Insurer may reasonably require . The Insurers will not settle any claim without the consent of the Insured. if , however, the Insured refuses to consent to any settlement recommended by the Insurer and shall elect to contest or modifications are continue any legal proceedings , then the liability of the Insurer shall not exceed the amount for which the claim could have been so settled , plus the costs and expenses incurred with their consent up to the date of such refusal. 3. Where a retroactive date is specified in the schedule , this insurance does not apply to claims made against the Insured by reason of any negligent act , error or consented omission which occurred or was committed , or is alleged to have occurred or committed prior to the said retroactive date . 4. The Insured shall at all times a) maintain accurate descriptive records of all professional services which records shall be available for inspection and use by the Insurer or their duly appointed representatives insofar as they pertain to any claim hereunder. b) give to the Insurer or their duly appointed representatives such information , assistance and signed statements as the Insurer may require , and c) assist in the defense of any claim without charge to the Insurer. 5. In the event of any dispute arising between the Insured and the Insurer, this insurance shall be governed by the law of the country specified in the schedule, whose courts only shall have jurisdiction in any LBL Contract dispute arising hereunder. 6. It is hereby agreed that if any payment is made under this insurance in respect of a claim, the insurer is thereupon subrogated to all the Insured’s rights of recovery in relation thereto. 7. If the Insured makes any claim knowing the same to be fraudulent or false , as regards amount or otherwise , this insurance shall become void and all claims there under shall be forfeited. 8. If any claim covered by this policy is also covered in whole or in part by other insurance, the liability of the company shall be limited to their ratable proportion of such claim. 9. The indemnity provided by this policy is restricted to apply in respect of a) compensation resulting from judgment rendered by or obtained from a court of competent jurisdiction in the territory stated in the schedule b) Charges, expenses and legal costs incurred and recoverable in the territory stated in the schedule. 10. In the absence of a local , legal regulation regarding cancellation , this insurance may be cancelled by the Company without Insured at any time by giving written notice to the prior written approval Insurer . this insurance may also be cancelled by or on behalf of the ReinsurerInsurer by registered , certified or other first class mail , to the Insured’s address as shown in the schedule containing written notice about when , not less than 30 days thereafter , the cancellation shall be effective . The mailing of such notice as aforesaid shall be sufficient proof of notice and this Agreement will cover Reinsured Risks incurred insurance shall terminate at the date and hour specified in such notice. 11. If this insurance is cancelled by the Company under such LBL Contract as if Insured, the non-approved changes, amendments or modifications had not been madeInsurer shall refund the customary short rate proportion of the premium hereon.

Conditions. The obligation of Buyer to consummate the Acquisition on the Closing Date is subject to the satisfaction of the following conditions (a) The Companyany or all of which may be waived by Buyer, on in its own initiativesole discretion, shall not change in whole or in part, to the terms and conditions of any LBL Contract, other than for any changes that are required due to extent permitted by applicable law): (i) changes each of the representations and warranties of Seller contained herein shall be true and correct in Applicable Law, all material respects on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date; (ii) Seller shall have performed and complied, in all material respects, with the terms covenants and provisions of this Agreement required to be performed or complied with by it between the LBL Contracts or date hereof and the Closing Date; (iii) since the requirements date of any Governmental Entity. If this Agreement, no event or circumstance shall have occurred that has had, or is reasonably likely to have, a material adverse effect on the Company’s liability under any business, assets, properties, liabilities, financial condition or results of operations of Seller; (iv) (A) no Legal Proceeding shall have been instituted or threatened or claim or demand made against Seller or Buyer seeking to restrain or prohibit or to obtain damages with respect to the consummation of the LBL Contracts is changed because of changes made on transactions contemplated by this Agreement, or after the Inception Date which might, in the terms reasonable opinion of Buyer, result in a material adverse change in the business, assets, properties, liabilities, financial condition or results of operations of Seller and conditions (B) there shall not be in effect any Order of a Government Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the LBL Contracts transactions contemplated by this Agreement; (including to any contract riders or endorsements theretov) that are Buyer and Seller shall have received all third-party consents and approvals required due with respect to the reasons identified assumption by, and the assignment to, Buyer of the Lease; (vi) Buyer shall not have obtained or discovered, in clauses (i), (ii) or (iii) the course of its due diligence review referred to in Section 5.1 above, information concerning Seller or the Reinsurer will share Assets which, in the change proportionately reasonable judgment of Buyer, could materially adversely affect the business, assets, financial condition or results of operations of the Seller or Buyer (provided that the condition set forth in this clause (vi) will lapse on the Closing Date); (vii) Buyer shall have received a certificate to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified effect set forth in clauses (i) or and (iiiii) above, dated the Company shall, to the extent practicable, prior to the effectiveness Closing Date and signed by a duly authorized officer of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal).Seller; (bviii) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date Buyer shall have received a certificate of the terms and conditions Secretary of each Seller, dated the Closing Date, setting forth resolutions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval Board of Directors and of the Reinsurer. In shareholders or members, as applicable, of Seller authorizing the event that any such changes, amendments or modifications are made or consented execution and delivery of this Agreement and each document and instrument required to in any LBL Contract be executed and delivered by Seller hereunder and the Company without the prior written approval consummation of the Reinsurertransactions contemplated hereby and thereby, this Agreement will cover Reinsured Risks incurred by the Company under and certifying that such LBL Contract as if the non-approved changes, amendments or modifications had resolutions were duly adopted and have not been made.rescinded or amended as of the Closing Date;

Conditions. (a) 8.1 The Company, on its own initiative, Insured shall not change give written notice to the terms and conditions Company as soon as reasonably practicable of any LBL Contractclaims made against the Insured (or any specific event or circumstances that may give rise to a claim being made against the Insured) and which forms the subject of indemnity under this policy and shall give all such additional information as the Company may require. Every claim, other than for any changes that writ, summons or process and all documents relating to the event shall be forwarded to the Company immediately they are required due to (i) changes in Applicable Law, (ii) received by the terms Insured. 8.2 No admission offer promise or payment shall be made or given by or on behalf of the LBL Contracts or (iii) Insured without the requirements written consent of the Company. 8.3 The Company will have the right but in no case the obligation, to take over and conduct in the name of the insured the defence of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date claims and will have full discretion in the terms conduct of any proceedings and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness settlement of any such change, promptly notify claim and having taken over the Reinsurer defence of such proposed change and afford any claim may relinquish the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to same. All amounts expended by the Company with in the prior written approval defence, settlement or payment of any claim will reduce the limits of indemnity specified in the Schedule of the ReinsurerPolicy. In the event that any the Company, in its sole discretion chooses to exercise its right pursuant to this condition, no action taken by the company in the exercise of such changes, amendments right will serve to modify or modifications are made or consented to expand in any LBL Contract manner, the company's liability or obligations under this policy beyond what the company's liability or obligations would have been had it not exercised its rights under this condition. 8.4 The Insured shall give all such information and assistance as the Company may reasonably required. 8.5 The Insured shall give notice as soon as reasonably practicable of any fact, event or circumstance which materially changes the information supplied to the Company at the time when this policy was effected and the Company may amend the terms of this policy. 8.6 The Company may at any time pay to the Insured in connection with any claim or series of claims under this policy to which an indemnity limit applies the amount of such limit (after deduction of any sums already paid) or any lesser amount for which such claims can be settled and upon such payment being made the Company shall relinquish the conduct and control of and be under no further liability in connection with such claims. <<< 15 >>> 8.7 The Policy and the Schedule shall be read together as one contract and any word or expression to which a specific meaning had been attached in any part of this policy or the Schedule shall bear such specific meaning wherever it may appear. The terms and exclusions of this policy (and any phrase or word contained therein) shall be interpreted in accordance with the Indian Law. 8.8 If at the time of happening of any event resulting into a liability under this policy, there be any other liability insurance or insurances effected by the Insured or by any other person covering the same liability, then the Company without shall not be liable to pay or contribute more than its rateable proportion of such liability. 8.9 This Policy does not cover liability which at the prior written approval time of happening of any event resulting into such liability, be insured by or would but for the existence of this policy, be insured by, any other policy (but not a liability policy) or policies, except in respect of any excess beyond the amount which could have been payable under such policy/policies had this insurance not been effected. 8.10 The Company may cancel this Policy by giving thirty days' notice in writing of such cancellation to the Insured's last known address and in such an event the company will return a pro-rata portion of the Reinsurer, this Agreement will cover Reinsured Risks incurred premium (subject to a minimum retention of 25 per cent of the annual premium) for the unexpired part of the Insurance. This Policy may also be canceled by the Insured by giving thirty days' notice in writing to the Company in which event the Company will retain premium at short period scale provided there is no claim under the Policy during the period of Insurance. In case of any claim under the policy, no refund of premium shall be allowed. 8.11 In the event of Liability arising under the Policy or the payment of a claim under this Policy, the limit of indemnity per any one year under the policy shall get reduced to the extent of quantum of liability to be paid or actual payment of such LBL Contract as claim. Under no circumstance it shall be permissible to reinstate the aggregate limit of indemnity to the original level even on payment of extra premium. 8.12 It is also hereby further expressly agreed and declared that if the nonCompany shall disclaim liability to the Insured for any claim hereunder and such claim shall not within 12 calendar months from the date of such disclaimer have been made the subject matter of suit in a court of Law then the claim shall for all purposes be deemed to have been abandoned and shall not thereafter be recoverable hereunder. <<< 16 >>> 8.13 The Company shall not be liable to make any payment under this Policy in respect of any claim if such claim shall be in any manner fraudulent or supported by any statement or device whether by Insured or by any person on behalf of the Insured and/or if the insurance has been continued in consequence of any material mis-approved changes, amendments statement or modifications had not been madethe non- disclosure of any material information by or on behalf of the Insured.

Conditions. (a) The CompanyIn addition to being subject to the satisfaction of the conditions contained in Sections 6.01 and 6.02, on its own initiative, shall not change the terms and conditions obligation of an Issuing Bank to issue any LBL Contract, other than for any changes that are required due Letter of Credit is subject to the satisfaction in full of the following conditions: (i) changes the Applicable Borrower shall have delivered to the applicable Issuing Bank (with a copy to the Administrative Agent) an L/C Application in Applicable Lawthe manner prescribed in Section 4.04, and the proposed Letter of Credit shall be reasonably satisfactory to such Issuing Bank as to form and content; and (ii) the terms as of the LBL Contracts date of issuance, no order, judgment or (iii) the requirements decree of any court, arbitrator or Governmental Entity. If Authority shall purport by its terms to enjoin or restrain the Company’s liability under any applicable Issuing Bank from issuing such Letter of Credit and no law, rule or regulation applicable to such Issuing Bank and no request or directive (whether or not having the LBL Contracts is changed because force of changes made on law) from a Governmental Authority with jurisdiction over such Issuing Bank shall prohibit or after request that such Issuing Bank refrain from the Inception Date in issuance of Letters of Credit generally or the terms and conditions issuance of that Letter of Credit or shall impose upon the LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With Issuing Bank with respect to any change required due Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Bank is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to the reasons identified Issuing Bank as of the date of this Agreement and which the Issuing Bank in clauses (i) or (iii) above, the Company shall, good ▇▇▇▇▇ ▇▇▇▇▇ material to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal)it. (b) Except No Issuing Bank shall extend, renew, or amend any Letter of Credit unless the requirements of this Section 4.03 are met as otherwise set forth or contemplated hereinthough a new Letter of Credit were then being requested and issued. (c) Notwithstanding anything herein to the contrary, including in paragraph (a) abovethe Issuing Bank shall have no obligation hereunder to issue, no changesand shall not issue, amendments or modifications any Letter of Credit the proceeds of which would be made on or after the Inception Date of the terms and conditions of the LBL Contracts (including available to any contract riders Person (i) to fund in violation of applicable Sanctions any activity or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement business of or made with any Sanctioned Person or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by the Company without the prior written approval of the Reinsurer, any party to this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been madeAgreement.