Common use of Conditions Clause in Contracts

Conditions. (a) The obligation 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), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.

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 obligation of the Investor to consummate the Closing shall be subject to the condition that all representations and warranties in Article III and other statements of the Company Article IV shall be true and correct when made and at and as of the date of this Agreement Closing Date as if such representations and the date of the Closing warranties were made at such time (except that those representations and warranties that by their terms speak specifically which are made as of the date of this Agreement or some other a specific date shall be true and correct only as of such date); (b) Seller, except for such failures to be so true IHC 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 and satisfied in all material respects all of its obligations hereunder theretofore 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 giving effect limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to any qualification as to materiality or Material Adverse Effect contained therein); and permit the condition that since the date hereof no Material Adverse Effect shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to consummation of the transactions contemplated by the Branch Purchase Agreement. (b) 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 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 Closing (except those representations and warranties that transactions contemplated by their terms speak specifically as of the date of this Agreement or some other date 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 true and correct as of such date); and expected to have a Material Adverse Effect; (f) the condition that the Investor Company shall have performed all capital and surplus of its obligations hereunder theretofore to be performed.no less than $21,300,000 under GAAP; (cg) 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 obligation holders (other than IHC and its Affiliates) of each a majority of the Investor and shares of common stock of Buyer present in person or by proxy at the Company to consummate the Closing Buyer's Stockholders Meeting 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 have approved the transactions contemplated hereby or prohibit the Investor from owning or voting any of the Investor Sharesby this Agreement; (2j) the purchase by the Investor The Company shall own directly all of the Investor Shares outstanding shares of capital stock of RAS and RAS 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 own directly all of the Company would be aggregated with the Investor’s securities outstanding shares of the Company for purposes capital stock 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)First Standard Associates Corp.; and (3k) Seller, IHC, the conditions set forth in Section 10 of the Branch Purchase AgreementCompany and its Subsidiaries, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement)applicable, shall have been satisfied or waiveddelivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyer.

Conditions. (a) The obligation of the Investor In addition to consummate the Closing shall be being subject to the condition that all representations and warranties and other statements satisfaction of the Company 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: (A) the 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, a 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”), 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 agreements being referred to herein as the “L/C Documents”), and the proposed Letter of Credit shall be true reasonably satisfactory to such Issuing Bank as to form and correct content; and (B) 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 issuance no order, judgment or some other date shall be true and correct as of such date), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the applicable law Issuing Bank from issuing such Letter of Credit and no law, rule or regulation applicable to such Issuing Bank and no judgment, injunction, order request or decree directive (whether or not having the force of law) from a Governmental Authority with jurisdiction over such Issuing Bank shall prohibit or request that such Issuing Bank refrain from the transactions contemplated hereby issuance of Letters of Credit generally or prohibit the Investor from owning or voting any issuance of the Investor Shares; (2) the purchase by the Investor that Letter 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)Credit; and (3C) in the case of LaSalle acting in its capacity as Issuing Bank, the Borrower shall have duly executed and delivered to LaSalle the L/C Master Agreement and the Borrower shall be in compliance therewith; provided that in the event that the terms and conditions set forth in Section 10 of the Branch Purchase L/C Master Agreement (or any similar agreement entered into with any other Issuing Bank) shall conflict with the terms and conditions of this Agreement, other than the condition set forth in Section 10.3(e) terms and conditions of the Branch Purchase this Agreement with respect shall govern and control to the Company’s acceptance extent of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedsuch conflict.

Conditions. (a) The obligation of Backstop Parties’ obligations to purchase any securities pursuant to the Investor to consummate Basic Commitment and/or the Closing shall be Backstop Commitment are subject to the condition that all representations following conditions: (i) the execution and warranties delivery of mutually satisfactory definitive documentation among BFE Corp. and other statements the Backstop Parties which incorporates the terms set forth herein (the “Definitive Agreements”); (ii) the satisfaction or waiver by the Backstop Parties of the Company shall be true and correct as of conditions to 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), except for such failures Backstop Parties’ obligations 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to consummate the transactions contemplated by the Branch Purchase Agreement. Definitive Agreements as may be agreed upon in the Definitive Documents; (biii) The obligation BFE Corp. shall be in compliance with its obligations under the 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 BFE Corp. and its subsidiaries, taken as a whole (a “Material Adverse Change”); (v) there not having occurred after the date hereof at any time prior to the funding of the Company to consummate Basic Commitment and/or the Closing Backstop Commitment any material disruption or material adverse change in the financial, banking or capital markets that, in the commercially reasonable judgment of the Backstop Parties, would have a material adverse impact on the success of the Rights Offering; (vi) all required approvals and consents shall be subject to the condition that have been obtained; (vii) all representations and warranties and other statements of the Investor shall be made by BFE Corp. in this Letter Agreement being true and correct as of the date 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 Cargill Acknowledgement Letter (as defined below) being in full force and the date of the Closing effect; (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. (cx) 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing Executive Management Waiver Agreements (as defined in the Branch Purchase 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 (A) the Certificate of Designations setting forth the rights and preferences of the Series A Non-Voting 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 and (B) the amended and restated limited liability company agreement of the LLC setting forth the rights and preferences of the Preferred Membership Interests and, if applicable, the Class B Preferred Membership Interests, 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 been satisfied or waivedadopted Section 16b-3 Resolutions related to the issuance to the Backstop Parties of Series A Non-Voting Convertible Preferred Stock, Preferred Membership Interests, Class B Preferred Membership Interests, Common Stock and warrants and the allocation among the Greenlight Parties, of the Backstop Commitment and any purchase of Class B Preferred Membership Interests, the form of which shall be satisfactory to Greenlight in its sole discretion.

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 Investor Purchase Shares and deliver such stock certificate(s) to consummate Merr▇▇▇ ▇▇▇c▇ ▇▇ the Closing shall be subject to the condition that all following conditions, any one or more of which may be waived by the Company: (i) receipt by the Company of Federal Funds (or other mutually agreed upon form of payment) in the full amount of the purchase price for the Purchase Shares being purchased hereunder, (ii) the accuracy as of the Closing Date, of the representations and warranties made by Merr▇▇▇ ▇▇▇c▇ ▇▇▇ein and other statements the fulfillment, in all material respects, of those undertakings of Merr▇▇▇ ▇▇▇c▇ ▇▇ be fulfilled prior to the Closing, (iii) execution and delivery of the Swap Agreement, (iv) receipt of an accurate, complete and duly executed original of U.S. Internal Revenue Service Form 1001, certifying that MLI is entitled to receive any payments under this Agreement, the Swap Agreement or as a result of MLI's ownership of Common Shares that may be viewed as interest for U.S. federal income tax purposes without deduction or withholding of U.S. federal income taxes. (v) receipt by the Company shall be 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 Section 5 hereof are true and correct as of the date of this Agreement and the date as 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 Date. Merr▇▇▇ ▇▇▇▇▇'▇ ▇▇▇igation to accept delivery of such date), except stock certificate(s) and to pay 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 Shares evidenced thereby shall be subject to the following additional conditions: , any one or more of which may be waived by Merr▇▇▇ ▇▇▇c▇: (1▇) no provision of any applicable law or regulation and no judgmentthe accuracy, injunction, order or decree shall prohibit the transactions contemplated hereby or prohibit the Investor from owning or voting any as of the Investor Shares; (2) Closing Date, of the purchase representations and warranties made by the Investor Company herein and the fulfillment, in all material respects, of those undertakings of the Investor Shares shall not (i) require Company to be fulfilled prior to the Investor or any of its affiliates to file a prior notice under the Change in Bank Control ActClosing, or otherwise seek prior approval or non-objection of any state or federal banking regulator; (ii) require receipt by Merr▇▇▇ ▇▇▇c▇ ▇▇ all opinions, letters and certificates to be delivered by the Investor or any of its affiliates Company pursuant to become a bank holding company; or this Purchase Agreement, (iii) cause the Investor, together with any other person whose securities execution and delivery of the Company would be aggregated with Swap Agreement, (iv) the Investor’s securities execution and delivery 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 a guarantee issued by the Investor Operating Partnership (the "Guarantee") and such other persons(v) 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement receipt by Merr▇▇▇ ▇▇▇c▇ ▇▇ a cross-receipt with respect to the purchase price for the Purchase Shares executed by the Company’s acceptance . 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 proceeds rules and regulations of the Acceptable Financing Commission under the Securities Act (as defined in the Branch Purchase Agreement"1933 Act Regulations"), shall and the Company has filed such amendment or amendments thereto as may have been satisfied required prior to the execution of this Agreement. 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 information deemed to be a part thereof pursuant to Rule 430A(b) of the 1933 Act Regulations and any prospectus supplement relating to the offering of the Shares to MLI pursuant to Rule 415 of the 1933 Act Regulations (a "Prospectus Supplement")), as from time to time amended or waived.supplemented pursuant to the Securities Act or otherwise, are hereinafter referred to as the "Registration Statement," and the "Prospectus," respectively (both of which shall include any

Conditions. (a) The obligation obligations of the Investor Vendors to consummate sell the Closing Purchased Shares shall be subject to the condition that 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 acceptance by the Vendors, in their sole discretion, of a certificate which does not correspond in all respects to the terms of the preceding sentence shall be deemed to constitute a variation or amendment, to the extent therein described, of the provisions of this Agreement or any Closing Document; and (b) each of the representations and warranties and other statements made in favour of the Company Vendors pursuant to this Agreement shall be true true, complete and correct as of the date of this Agreement and the date of the Closing in all material respects (except that those representations and warranties that by their terms speak specifically which are qualified as of to material, materiality, Material Adverse Change or similar expressions, or are subject to the date of this Agreement same or some other date similar type exceptions, shall be true true, complete and correct in all respects) on the Closing Date as if made on and as of such date), 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 Vendors shall have performed in all material respects all received a certificate of its 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect Purchaser addressed to the transactions contemplated by the Branch Purchase Agreement. (b) The obligation of the Company to consummate the Closing shall be subject to the condition that all representations Vendors and warranties and other statements of the Investor shall be true and correct dated as of the date Closing Date, confirming same. The acceptance by the Vendors, in their sole discretion, of this Agreement and a certificate which does not correspond in all respects to the date terms 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 preceding sentence 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% be a waiver of any class of voting securities of the Company outstanding on the date of the Closing (after giving effect representation or warranty contained in this Agreement to the purchase of the Investor Shares contemplated hereby); and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedextent therein described.

Conditions. (a) The obligation of Backstop Parties’ obligations to purchase any securities pursuant to the Investor to consummate Basic Commitment and/or the Closing shall be Backstop Commitment are subject to the condition that all representations following conditions: (i) the execution and warranties delivery of mutually satisfactory definitive documentation among BFE Corp. and other statements the Backstop Parties which incorporates the terms set forth herein (the “Definitive Agreements”); (ii) the satisfaction or waiver by the Backstop Parties of the Company shall be true and correct as of conditions to 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), except for such failures Backstop Parties’ obligations 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to consummate the transactions contemplated by the Branch Purchase Agreement. Definitive Agreements as may be agreed upon in the Definitive Documents; (biii) The obligation BFE Corp. shall be in compliance with its obligations under the 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 BFE Corp. and its subsidiaries, taken as a whole (a “Material Adverse Change”); (v) there not having occurred after the date hereof at any time prior to the funding of the Company to consummate Basic Commitment and/or the Closing Backstop Commitment any material disruption or material adverse change in the financial, banking or capital markets that, in the commercially reasonable judgment of the Backstop Parties, would have a material adverse impact on the success of the Rights Offering; (vi) all required approvals and consents shall be subject to the condition that have been obtained; (vii) all representations and warranties and other statements of the Investor shall be made by BFE Corp. in this Letter Agreement being true and correct as of the date 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 Cargill Acknowledgement Letter (as defined below) being in full force and the date of the Closing effect; (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. (cx) 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing Executive Management Waiver Agreements (as defined in the Branch Purchase 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 been satisfied or waivedadopted Section 16b-3 Resolutions related to the issuance to the Backstop Parties of Series A Convertible Preferred Stock, Common Stock and warrants, the form of which shall be satisfactory to Greenlight in its sole discretion.

Conditions. (a) The obligation obligations of the Investor each party to consummate the Blackstone Repurchase and to effectuate the Closing shall be are subject to the condition that all representations and warranties and other statements closing of the Company shall be true Blackstone Secondary Offering and correct as the delivery to the underwriters of the date of this Agreement shares purchased in the Blackstone Secondary Offering 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), 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 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 Purchase Price per share being no Material Adverse Effect shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreementgreater than $ . (b) The obligation obligations of the Company to consummate the Blackstone Repurchase and to effectuate the Closing shall be are subject to the condition that all the representations and warranties and other statements of the Investor Blackstone set forth in this Agreement shall be true and correct in all material respects on and as of the date of this Agreement Closing Date as though made on and the date as 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 performedDate. (c) The obligation obligations of each of the Investor and the Company Blackstone to consummate the Blackstone Repurchase and to effectuate the Closing shall be are subject to the following additional conditions: (1) no provision of any applicable law or regulation condition that the representations 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 warranties of the Company would set forth in this Agreement shall 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 true and such other persons) would represent more than 9.9% of any class of voting securities of the Company outstanding correct in all material respects on the date 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 purchase consummation of the Investor Shares contemplated hereby); and Blackstone Repurchase (3i) the conditions set forth in Section 10 present fair value and fair saleable value of the Branch Purchase Agreement, other assets of the Company is not less than the condition set forth in Section 10.3(e) total amount of the Branch Purchase Agreement with respect to the Company’s acceptance 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 business or transaction, for which its property would constitute unreasonably small capital; and (iv) the actual, current value of the proceeds of Company’s assets minus its liabilities shall be greater than the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedCompany’s statutory capital.

Conditions. (a) The obligation obligations of the Investor Purchaser to consummate purchase the Closing Purchased Shares shall be subject to the condition that 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 acceptance by the Purchaser, in its sole discretion, of a certificate which does not correspond in all respects to the terms of the preceding sentence shall be deemed to constitute a variation or amendment, to the extent therein described, of the provisions of this Agreement or any Closing Document; (b) each of the representations and warranties and other statements made in favour of the Company Purchaser pursuant to this Agreement shall be true true, complete and correct as of the date of this Agreement and the date of the Closing in all material respects (except that those representations and warranties that by their terms speak specifically which are qualified as of to material, materiality, Material Adverse Change or similar expressions, or are subject to the date of this Agreement same or some other date similar type exceptions, shall be true true, complete and correct in all respects) on the Closing Date as if made on and as of such date), except for such failures 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 acceptance by the Purchaser, in its sole discretion, of a certificate which does not correspond in all respects to the terms of the preceding sentence shall be deemed to be so true and correct a waiver of any representation or warranty contained in this Agreement to the extent therein described; (without giving effect to any qualification as to materiality or Material Adverse Effect contained thereinc) as would there shall not havehave occurred, individually in the aggregatejudgment of the Purchaser, acting reasonably, a Material Adverse Effect; Change since the condition execution of this Agreement; (d) the Purchaser shall be satisfied that the Company no Claim or Threatened Claim shall have performed been taken, made, threatened or 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 prohibit or impose any limitation or condition on the 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 all of its obligations hereunder theretofore to be performed (without giving effect to any qualification respects, the Business as to materiality or Material Adverse Effect contained therein); and the condition that since the date hereof no Material Adverse Effect shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 Sharespresently carried on; (2e) the purchase by Purchase shall be satisfied with the Investor 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 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)Purchaser; and (3h) the conditions set forth Purchaser shall be satisfied, acting reasonably, that no fact or circumstance identified in Section 10 its confirmatory due diligence of the Branch Purchase AgreementTargets, other than their respective assets and the condition set forth Business would or could result in Section 10.3(e) of a Material Adverse Change or materially and adversely affect, delay or impair the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedtransactions contemplated hereby.

Conditions. If with respect to the Borrowed Securities, (ai) The obligation the Company has not performed all 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), 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 obligations hereunder theretofore required to be performed (without giving effect to any qualification as to materiality by it under this Agreement on or Material Adverse Effect contained therein); and the condition that since the date hereof no Material Adverse Effect shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect prior to the transactions contemplated by the Branch Purchase Agreement. (b) 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 Time or any Date of its affiliates to file a prior notice under Delivery, as the Change in Bank Control Actcase may be, 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 in Section 10 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) any of the Branch Purchase Agreement, other than the condition conditions set forth in Section 10.3(ethe applicable Forward Sale Agreement shall not have been satisfied on or prior to the Closing Time or any Date of Delivery, as the case may be (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 Branch Purchase Agreement Closing Time or on such Date of Delivery or (y) would 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 Company’s acceptance Closing Time or the Date of Delivery, as applicable, the proceeds Forward Seller shall only be required to deliver for sale to the Underwriters on the Closing Time or such Date of Delivery, as the Acceptable Financing (as defined case may be, the aggregate number of shares of Common Stock that the Forward Seller or its affiliate is able to borrow in the Branch Purchase Agreement), shall have been satisfied connection with establishing its hedge position at or waivedbelow such cost.

Conditions. (a) The obligation respective obligations of the Investor parties to consummate the Closing shall be Subject Share Purchase are 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 fulfillment, prior to or concurrently with the Closing (except those representations and warranties that by their terms speak specifically as hereinafter defined), of each of the date of this Agreement or some other date shall be true and correct as of such date), except for such failures following conditions: (i) Any waiting period applicable 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; Subject Share Purchase under the condition that the Company HSR Act shall have performed in all material respects all of its obligations hereunder theretofore to be performed expired or been terminated; and (without giving effect to any qualification as to materiality ii) No statute, rule, regulation, order, writ, injunction, judgment or Material Adverse Effect contained therein); and the condition that since the date hereof no Material Adverse Effect decree shall have occurred and be continuing with respect to either (x) been enacted, promulgated, entered or enforced by any federal or state court or other Governmental Authority which has the Company effect of making illegal, impeding or (y) otherwise restraining or prohibiting the Company after giving effect to the transactions contemplated by the Branch Purchase AgreementSubject Share Purchase. (b) The obligation obligations of CREC to purchase and pay for the Company to consummate the Closing shall be Aggregate Subject Shares are subject to the condition that all 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 more of which may be waived, in whole in part, by CREC): (i) Each of the representations and warranties and other statements of the Investor Shareholder Parties contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and the date of the Closing (except those representations and warranties that by their terms speak specifically Date as of the date of this Agreement or some other date shall be true and correct as of if made on such date); and the condition that the Investor and (ii) The Shareholder Parties shall have performed and complied in all of its obligations hereunder theretofore material respects with all provisions, covenants and conditions contained in this Agreement required to be performedperformed or complied with by them prior to or on the Closing Date. (c) The obligation obligations of the 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 Investor and following conditions (any one or more of which may be waived, in whole in part, by the Company to consummate Shareholder Parties, but only if all Shareholder Parties waive the Closing shall be subject condition with respect to the following additional conditions:Aggregate Subject Shares). (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 Each of the Company would representations and warranties of CREC contained in this Agreement shall 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 true and such other persons) would represent more than 9.9% of any class of voting securities of the Company outstanding on the date correct in all material respects as of the Closing (after giving effect to the purchase of the Investor Shares contemplated hereby)Date as if made on such date; and (3ii) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), CREC shall have been satisfied performed and complied in all material respects with all provisions, covenants and conditions contained in this Agreement required to be performed or waivedcomplied with by it prior to or on the Closing Date.

Conditions. (a) The obligation obligations of the Investor Sellers and Purchaser to consummate the Closing transactions contemplated by this Agreement shall be subject to the condition that all representations and warranties and other statements satisfaction or waiver, on or before the Closing Date, of the Company shall be true following conditions: (i) All waiting periods (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), except for such failures to be so true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained thereinextension thereof) 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect 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 Branch Purchase consummation of the 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 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 the transactions contemplated by this Agreement. In the event any of the above conditions is not satisfied on or before the Closing, either Forestar Petroleum, Forestar (USA) or Purchaser will have the right, exercisable at its sole election, to terminate this Agreement by delivering written notice to the other Parties before the Closing, whereupon Escrow Agent will return the ▇▇▇▇▇▇▇ Money to Purchaser, and the Parties will have no further rights or obligations hereunder (except as otherwise expressly provided herein). (b) The obligation Unless waived by Purchaser, in addition to any other conditions set forth in this Agreement, the obligations of Purchaser 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 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 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 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 Closing transaction contemplated by this Agreement. In the event any of the above 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 be subject provide written notice to such Seller and such Seller shall have seven (7) days from receipt of such notice to fulfill 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 dateprecedent before Purchaser may exercise any remedies described in Section 15(b); and the condition that the Investor shall have performed all of its obligations hereunder theretofore to be performed. (c) The obligation Unless waived by a Seller, the obligations of each of the Investor and the Company to consummate the Closing shall be such Seller under this Agreement are expressly made subject to the fulfillment in all respects of the following additional conditionsconditions precedent: (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; (2i) 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 truth and such other persons) would represent more than 9.9% of any class of voting securities of the Company outstanding on the date accuracy as of the Closing (after giving effect to the purchase Date, in all material respects, of the Investor Shares contemplated hereby)each and every warranty and representation herein made by Purchaser; and (3ii) 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 have the right, exercisable at such Party’s sole election, to exercise the remedies described in Section 15(a), provided that if either Seller elects to exercise such remedy, the other Seller shall be deemed to have made an identical election. Notwithstanding the foregoing sentence, in the event of Purchaser’s failure to fulfill any condition precedent set forth in Section 10 14(c)(i) or (ii), Sellers shall provide written notice to Purchaser and Purchaser shall have seven (7) days from receipt of the Branch Purchase Agreement, other than such notice to fulfill the condition set forth precedent before Sellers may exercise any remedies described in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement15(c), shall have been satisfied or waived.

Conditions. The Employer agrees: (ai) The obligation With respect to the investment option of the Investor to consummate Plan that is funded under the Closing shall be subject Guaranteed Interest Option and to the condition extent that all representations the Plan provides for allocations to, and warranties transfers to and other statements from such option are to be made solely at the discretion of the Company shall be true individuals covered by the Plan, such allocations 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), except for such failures transfers are to be so true and correct (without giving effect to any qualification as to materiality made in accordance with instructions by the Employer or Material Adverse Effect contained therein) as would not have, individually in Participant covered by the aggregate, a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its obligations hereunder theretofore Plan. We are 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated given at least 60 days advance written notice by the Branch Purchase AgreementEmployer of any noncompliance with this condition. (bii) The obligation Employer is to provide us with any amendment to the 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 Company Plan to consummate which it relates, or any change in the Closing shall manner in which the Plan is administered. Any such document is to be subject provided 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 us at least 60 days before its effective date. We may also request, and the date Employer will thereupon provide, any other information that we reasonably determine would bear upon the flow of funds to and from the Closing (except those representations and warranties that by their terms speak specifically as of Guaranteed Interest Option. If 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 conditions stated in (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; and (ii) require above are not complied with or, if the Investor Employer fails to remit Contributions in accordance with Part III on "Contributions, Allocations and Discontinuance" or if we determine and so notify the Employer by written notice that an amendment to the Plan, its investment policy, or any change in the manner in which the Plan is administered would materially and adversely affect the flow of its affiliates funds to become a bank holding company; or (iii) cause from the InvestorGuaranteed Interest Option, 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 then we will have the power right to: 1. decline further requests for transfers to vote securities which (assumingor from the Guaranteed Interest Option; and/or 2. deem that a discontinuance of Contributions has occurred under the section, for this purpose only, full conversion and/or exercise "Discontinuance 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedContributions".

Conditions. (a) The obligation obligations of the Investor Debt Holders to consummate exchange MMC Debt Obligations for Shares at the Closing shall be subject to the condition that all satisfaction (or waiver) of the following conditions: (i) the Private Letter Ruling (as defined in 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 transactions contemplated to occur at the Closing; (iii) (A) the representations and warranties and other statements of the Company MMC in this Agreement shall be true and correct in all respects on and as of the date of this Agreement Closing Date, with the same effect as if made on the applicable Closing Date, and (B) MMC shall have complied with all the date of agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the applicable Closing Date; (except those iv) (A) the representations and warranties that by their terms speak specifically as of the date of MMI in this Agreement or some other date shall be true and correct in all respects on and as of such date)the applicable Closing Date, except for such failures to be so true with the same effect as if made on the applicable Closing Date, and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained thereinB) as would not have, individually in the aggregate, a Material Adverse Effect; the condition that the Company MMI shall have performed in complied with all material respects the agreements and satisfied all of the conditions on its obligations hereunder theretofore part to be performed or satisfied at or prior to the applicable Closing Date; (without giving v) the Underwriting Agreement shall have been duly executed and delivered and shall remain in full force and effect and the conditions to any qualification 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 materiality or Material Adverse Effect contained thereinthe applicable closing pursuant to the Underwriting Agreement); and the condition that since the date hereof no Material Adverse Effect and (vi) MMC shall have occurred furnished to each Debt Holder a properly completed and be continuing with respect to either executed certification of non-foreign status substantially in the form set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv). In the event that any of the conditions set forth in this clause (xa) the Company shall not have been fulfilled (or (y) the Company after giving effect to the transactions contemplated waived by the Branch Purchase AgreementDebt Holders) on the Closing Date, this Agreement may be terminated by the Debt Holders by delivering a written notice of termination to MMC and MMI. (b) The obligation obligations of the Company MMC to consummate exchange Shares for MMC Debt Obligations at the Closing shall be subject to the condition that all satisfaction (or waiver) of the following conditions: (i) (A) the representations and warranties and other statements of the Investor each Debt Holder in this Agreement shall be true and correct in all respects on and as of the date of this Agreement applicable Closing Date, with the same effect as if made on the applicable Closing Date, and (B) each Debt Holder shall have complied with all the date of agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the applicable Closing Date; (except those representations ii) the Private Letter Ruling shall remain in full force and warranties that by their terms speak specifically effect and shall not have been revoked in whole or in part as of the date 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 this Agreement competent jurisdiction, administrative agency or some commission or other date governmental authority or instrumentality, domestic or foreign, or other legal restraint or prohibition 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 in effect preventing the transactions contemplated hereby or prohibit to occur at 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)Closing; and (3iv) 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 Section 10 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 the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect termination to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedDebt Holders and MMI.

Conditions. (a) The obligation obligations of the Investor Company and the Backstop Purchaser to consummate the Closing transactions contemplated hereby shall be subject to the condition that all satisfaction prior to the Closing of each of the following conditions (which may be waived in 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) 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 other statements 4 are true and correct in all material respects as of the Company 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) The 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 and the date of the Closing (except those representations and warranties Agreement, there shall not have been any material adverse effect or any effect 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), 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 havewould, individually or in the aggregate, a Material Adverse Effect; reasonably be expected to materially and adversely affect the condition that 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 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 performed in all material respects all of its 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 have occurred and be continuing received a legal opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP with respect to either customary matters in a form satisfactory to the Backstop Purchaser in its reasonable discretion relating to the due authorization of the issuance of the Rights and the shares of Common Stock in the Rights Offering, the due authorization of this Agreement and such other matters as the Backstop Purchaser shall reasonably request. (x) The Refinancing Condition shall have been satisfied. (xi) The Company shall enter into the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Registration Rights Agreement. (b) The obligation of Notwithstanding 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 judgmentforegoing, 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 in Section 10 of (ii) and (vi) above (x) as they relate to the Branch Purchase AgreementBackstop Purchaser, other than may only be waived by the condition set forth in Section 10.3(eCompany, and (y) of the Branch Purchase Agreement with respect as they relate to the Company’s acceptance of , may only be waived by the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedBackstop Purchaser.

Conditions. 4.1 Conditions to the Obligations of Investor The obligations of Investor to complete the transactions contemplated by this Agreement are subject to the satisfaction, prior to the 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 obligation of the Investor to consummate the Closing shall be subject to the condition that all representations and warranties and other statements of the Company Corporation set out in the Convertible Debentures shall be true and correct as 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 date Corporation reasonably acceptable to Investor, to such effect. The receipt of such certificates and the closing of the transactions contemplated by this Agreement shall not be nor be deemed to be a waiver of the representations and warranties contained in the Convertible Debentures, which representations and warranties shall continue in full force and effect for the benefit of Investor as provided in the Convertible Debentures; (b) all of the terms, covenants, obligations and conditions of this Agreement and the date 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 Closing Corporation reasonably acceptable to Investor, to such effect; (except those representations and warranties that c) no action, suit or proceeding shall be pending or threatened by their terms speak specifically as any Authority or any other Person to restrain or prohibit the completion of the date of 7 - 7 - transactions contemplated by this Agreement or some 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 date legal matters relating to the subscriptions contemplated by this Agreement shall be true have been approved as to form and correct as legality to the satisfaction of such date)Investor's outside counsel, except for such failures acting reasonably, and all instruments and documents to be so true 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 correct 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; (without giving effect e) there shall have been no change, which has had or could reasonably be expected to any qualification as to materiality or Material Adverse Effect contained therein) as would not have, individually in the aggregate, a Material Adverse Effect; Effect (as defined in the condition that the Company shall have performed in all material respects all of its 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 Convertible Debentures) since the date hereof no Material Adverse Effect of the Audited Financial Statements (as defined in the Convertible Debentures); (f) the Board of Directors of the Corporation shall have occurred approved the terms of this Agreement and be continuing with respect the consummation of the transactions contemplated hereby, including to either (x) the Company or (y) the Company after giving effect an extent and in a manner sufficient to render inapplicable to the transactions contemplated by this Agreement the Branch Purchase Agreement.provisions of Section 203 of the General Corporation Law of the State of Delaware; (bg) The obligation the Corporation shall have delivered to Investor at the Closing Date an opinion of the Company Corporation's outside counsel as to consummate 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 Closing shall be subject to the condition that all representations Corporation 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 executed and delivered 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Amended Registration Rights Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement)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 be in form and substance reasonably satisfactory to Investor and its outside counsel) to the "change in control" (as defined in the NHP Lease) caused by execution of the Convertible Debentures and the completion of the transactions contemplated thereby) required to complete the transactions contemplated by this Agreement (and shall have provided evidence in form and substance satisfactory to Investor, acting reasonably, that all such waivers, consents and other Approvals have been satisfied or waivedobtained).

Conditions. (a) SECTION 8.1 Conditions to Each Party's Obligation to Effect the Merger. The obligation respective obligations of each party to effect the Investor to consummate the Closing Merger shall be subject to the condition that all representations and warranties and other statements fulfillment at or prior to the Closing Date of the Company shall be true and correct as of the date of following conditions: (a) this Agreement and the date transactions contemplated hereby shall have been approved and adopted by the requisite vote of the Closing (except those representations and warranties that by their terms speak specifically as stockholders of the date of this Agreement or some other date shall be true Company and correct as of such date), except for such failures to be so true Parent under applicable law 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement.applicable listing requirements; (b) The obligation the shares of Parent Common Stock issuable in the Company Merger and those to consummate be reserved for issuance upon exercise of stock options or warrants or the Closing shall be subject to the condition that all representations and warranties and other statements conversion 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 convertible securities shall have performed all of its obligations hereunder theretofore to be performed.been authorized for listing on the Nasdaq National Market; (c) The obligation of each the waiting period applicable to the consummation of the Investor and Merger under the Company to consummate the Closing HSR Act shall be subject to the following additional conditions:have expired or been terminated; (1d) the 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 state regulatory authorities; (e) no provision 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 applicable law or regulation and no judgment, such injunction, order or decree shall prohibit the transactions contemplated hereby or prohibit the Investor from owning or voting any of the Investor Shareslifted); (2f) the purchase no statute, rule or regulation shall have been enacted 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 government or governmental agency in the Investor or any of its affiliates to become a bank holding company; or (iii) cause United States which would prevent the Investor, together with any other person whose securities consummation of the Company would be aggregated with Merger or make the Investor’s securities of Merger illegal; (g) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P., certified public accountants for Parent, shall have delivered a letter, dated the Company for purposes of any bank regulation or lawClosing Date, addressed to Parent, in form and substance reasonably satisfactory to Parent, to collectively be deemed to own, control or have the power to vote securities which (assuming, effect that the Merger will qualify for a pooling of interests accounting treatment if consummated in accordance with 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)Agreement; and (3h) the conditions set forth in Section 10 each of the Branch Purchase Agreementparties to the Agreement shall have received a letter dated the Closing Date, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect addressed to the Company’s acceptance , 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 Company as a pooling of the proceeds of the Acceptable Financing (as defined interests under Accounting Principles Board Opinion No. 16 if closed and consummated in the Branch Purchase accordance with this Agreement), shall have been satisfied or waived.

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 obligation of the Investor to consummate the Closing shall be subject obtaining in terms acceptable to the condition that Purchaser, of all representations consents, approvals, clearances and warranties authorisations of any relevant governmental authorities or other relevant third parties in the PRC as may be necessary for the execution and other statements implementation of this Supplemental Agreement; (b) the Company receiving all relevant consents and approvals from third parties as may be necessary in connection with the proposed change in shareholding 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), 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 ensure that the Company shall have performed in maintains all material respects all its existing contractual and other rights following the transfer of its obligations hereunder theretofore the Sale Interest (including, without limitation, the consent of the existing bankers of the Company to be performed continue to provide the existing banking facilities to the Company following the transfer of the Sale Interest); (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 have occurred and be continuing with respect to either (xc) the Company or (ypassing at an extraordinary general meeting of the Vendor of ordinary resolution(s) the Company after giving effect to approving this Supplemental Agreement and the transactions contemplated by this Supplemental Agreement by the Branch Purchase 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 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 satisfaction of the Conditions as soon as reasonably practicable and in any event before the Longstop Date and will promptly notify the Purchaser when each of the said Conditions have been satisfied. (a) If at any time the Vendor becomes aware of a fact or circumstance that might prevent a Condition being satisfied, it will immediately inform the Purchaser. (b) The obligation If at any time the Purchaser becomes aware of a fact or circumstance that might prevent a condition being satisfied, it will immediately inform the Vendor. 3.04 If any of the Company to consummate Conditions have not been satisfied on or before the Closing shall be subject to the condition that Longstop Date then this Supplemental Agreement will immediately terminate and all representations rights and warranties and other statements obligations of the Investor parties shall cease immediately upon termination. 3.05 For avoidance of doubt, the Purchaser agrees and acknowledges that the formal registration documents to be true and correct as issued by the relevant PRC governmental authorities evidencing the Purchaser or its nominee (which may be any of the date Purchaser’s subsidiaries) (or the SPV (as defined in Clause 3.06) as the sole investor of this Agreement Jetup (the “Jetup Approval Documents”) may not be available at Completion and that the date absence of the Closing (except those representations and warranties Jetup Approval Documents shall not prevent this Supplemental Agreement becoming unconditional nor the parties proceeding to Completion PROVIDED 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 Vendor can produce an undertaking from the Investor from owning or voting any Vendor to the Purchaser that it will use its best endeavours to procure the issuance of the Investor Shares; Jetup Approval Documents; and that (2) the purchase by Vendor hereby agrees and acknowledges that the Investor Sale Interest shall be so held on trust for the benefits of the Investor Shares shall not Purchaser (ior the SPV) require from Completion until 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 issuance of the Company would be aggregated with Jetup Approval Documents. 3.06 The Purchaser may request the Investor’s securities Vendor to procure the transfer of the Company for purposes of any bank regulation Sale Interest to a holding company (“SPV”) prior to Completion, in which case the Vendor shall also deliver to 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 order of the Company outstanding on Purchaser at Completion pursuant to Clause 4.01(a) evidence satisfactory to the date Purchaser that good title to the entire equity capital of the Closing (after giving effect SPV has been passed to the purchase of Purchaser and the Investor Shares contemplated hereby); and (3) Purchaser has been registered as the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedholder thereof.

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) The obligation with regard to each of the Investor Project Licences, the approval of the Botswanan Minister of Minerals and Energy to consummate the Closing 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 Stock Exchange of Hong Kong Limited (the “Stock Exchange”) as published by the Stock Exchange from time to time, shall have approved as a “Major Transaction” (as defined in the Listing Rules) by written shareholders' approval under Rule 14.44 of the Listing Rules, the entry by the Purchaser into this Agreement and the transactions contemplated by this Agreement (the “Shareholder Approval Condition”); (e) completion by the Purchaser of an 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. For the avoidance of doubt, the Condition in Clause 5.1(d) shall not be waived by any of the Parties for any reason whatsoever. 5.2 The Sellers shall use their best endeavours to procure the fulfilment of 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 condition 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 representations necessary information and warranties and other statements documents are provided by the Sellers upon request with no unreasonable delay); (b) use its best endeavours to procure the fulfilment of the Company shall 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 procure the 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 true requested by the Minister of Mineral Resources, Green Technology and correct 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 and or, in the case of a Regulatory Authority not identified in this Agreement, the date of the Closing (except those representations and warranties that by their terms speak specifically as of the date of this Agreement Regulatory Authority issues a request or some other date shall be true and correct as of such date), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect enquiry relating to the transactions contemplated by the Branch Purchase Agreement.Transaction Documents, with all information required in connection therewith, provided that all necessary information and documents are provided by the Sellers upon request with no unreasonable delay; (b) The obligation 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 Company content of any meeting, material conversation and any other communication which takes place between the Purchaser (or its Agents) 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 consummate the Closing 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 order 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), nothing in this Agreement shall require the Purchaser to offer to the 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 Purchaser agree that the Purchaser shall be subject 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 Purchaser in consultation with each other and the Lead Seller and the Purchaser shall co-operate with each other and the Regulatory Authority, to the condition extent necessary and on a confidential basis, 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 all representations any information provided in relation to a Seller (rather than the Group) shall be provided only to the Regulatory Authority and warranties 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 statements 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 competitively sensitive information or business secrets to the other Party. 5.10 Without prejudice to Clauses 5.2 and 5.3, each of the Investor Purchaser (on the one hand) and the Sellers (on the other hand) will promptly: (a) co-operate with the other with a view to achieving satisfaction of the Botswana CoC Condition; (b) 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 aware) in writing, and the Purchaser undertakes to notify the Sellers in writing, of anything which will or 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 true 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 correct 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 later of the date of this Agreement termination and the date the Purchaser receives notice of US dollar-denominated bank account details from all Sellers. 5.19 Payment of the Closing Break Fee in accordance with Clause 5.18 shall be the Sellers’ sole and exclusive remedy for such termination. 5.20 If, at any time on or prior to the Long Stop Date or the Extended Long Stop Date (except those representations and warranties if applicable), the Lead Seller or the Purchaser concludes that there is an Order in effect as contemplated by their terms speak specifically as of Clause 5.1(f), such Party may provide written notice to the date of other Party at any time thereafter, at its sole discretion, terminating this Agreement or some other date shall be true subject to, 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 basis set forth in Section 10 of the Branch Purchase Agreementout in, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedClause 16.2.

Conditions. 3.1 Completion of the Subscription shall be conditional upon the following conditions having been satisfied: (a) The obligation the passing of an ordinary resolution by the Investor to consummate the Closing shall be subject to the condition that all representations and warranties and other statements independent shareholders of the Company shall be true and correct as at the general meeting of the date of this Agreement Company for approving the Specific Mandate and the date allotment and issue of the Closing New Shares by the Company in accordance with the Applicable Law (except those representations and warranties that by their terms speak specifically as including the GEM Listing Rules); (b) the Listing Committee of the date 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 this Agreement or some other date shall be true and correct as an ordinary resolution by the shareholders of such date), 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 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 material respects necessary governmental approvals, consents, filings and reports for the completion of the Subscription having been obtained or duly filed (as applicable) by the Company; (e) all of its obligations hereunder theretofore to be performed (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein); necessary governmental, shareholders’ and the condition that since third parties’ approvals, consents, filings and reports for the date hereof no Material Adverse Effect shall have occurred and be continuing with respect to either completion of the Subscription having been obtained or duly filed (xas applicable) by the Company or Subscriber; and (yf) the Company after giving effect to the transactions contemplated by the Branch Purchase Acquisition Agreement having become unconditional in 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) and (f) as soon as possible before the Long Stop Date, and the Subscriber shall use all reasonable efforts to achieve satisfaction of the 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 parties hereto. 3.4 In the event that Completion does not take place by the Long Stop Date, the parties shall then consult each other and discuss a later date for the satisfaction of the Conditions and the Completion as the parties may agree in writing. In the event that the parties cannot agree to a later date, 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. (b) The obligation 3.5 Each of the Company Parties shall, at the request of the relevant governmental authorities referred to consummate in clause 3.1 (the Closing 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 fulfillment of the Conditions in respect of such party, and each party shall be subject responsible for its own fees in relation thereto. At the request of a party, the other party shall update such party of the progress of the application for the approvals or consents from the Approval Authorities in relation to the condition that all representations and warranties and other statements of the Investor shall be true and correct Subscription as of the date of this Agreement and the date of the Closing (except those representations and warranties that by their terms speak specifically soon 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 performedpossible. (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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.

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 obligation consideration payable pursuant to Sections 2.1(a), 2.1(b) and 2.1(c) to Vendor for the acquisition of the Investor to consummate the Closing Purchased Shares shall be subject to delivered by the condition that all Purchaser. (b) All representations and warranties and other statements of the Company 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 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 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 Agreement, there shall not have been any Purchaser 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, acting reasonably: (i) a certificate of incumbency with respect to Purchaser; (ii) a copy of the resolution of its Board of Directors (certified by a duly appointed officer as true and correct), authorising the signature of and the date 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 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 those for representations and warranties that by their terms speak specifically made as of a specified date, the date accuracy of which shall be determined as of that specified date) and (ii) all covenants to be performed by the Purchaser by the Closing Date as contained in this Agreement have been performed and the Purchaser has complied in all material respects with its covenants in this Agreement. (i) 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. (j) The Samsung Security Interest shall have been discharged. 6.2.2 Notwithstanding anything herein contained, the obligation of the Purchaser to complete the transactions provided for herein will be subject to the fulfilment of the following conditions at or some other date 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 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 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), except for such failures . (b) All covenants to be so true and correct (without giving effect to any qualification performed by the Vendor or Bralorne by the Closing Date 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 this Agreement shall have been performed in all material respects all of its 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 Vendor or Bralorne, as the date hereof no Material Adverse Effect case may be, shall have occurred and be continuing complied in all material respects with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase its covenants in this Agreement. (b) 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 All Consents and Regulatory Approvals required to be obtained by Bralorne or Vendor in connection with this Agreement and the transactions contemplated hereunder shall have been obtained on 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 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. (e) Bralorne’s directors shall 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 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 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 Vendor or Bralorne by the Closing Date as contained in this Agreement have been performed in all material respects and each of the Investor 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 Company to consummate royalties set out in Schedule 1.1(uu) of the Closing shall be subject Disclosure Letter; (xii) an opinion of Vendor’s legal counsel addressed to the following additional conditions: (1) no provision of any applicable law or regulation Purchaser as to certain legal matters relating to Vendor and no judgmentBralorne, injunctionincluding corporate existence, order or decree shall prohibit authorization and enforceability relating to the transactions contemplated hereby or prohibit hereby, the Investor from owning or voting any authorized and issued share capital of Bralorne and the shareholders of Bralorne as at the Time of Closing and the transfer of the Investor Shares; (2) Purchased Shares to 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 ActPurchaser, or otherwise seek prior approval or non-objection free and clear of any state or federal banking regulator; (ii) require and all Encumbrances, in form and substance satisfactory to the Investor or any of Purchaser and its affiliates to become a bank holding company; or (iii) cause the Investorcounsel, together with any other person whose securities of the Company would be aggregated acting reasonably, and which is consistent in all material respects 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 draft 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 opinion that has been provided to the purchase of Purchaser and its counsel prior to the Investor Shares contemplated hereby)execution this Agreement; and (3xiii) the conditions 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 forth out in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(eSchedule 6.2.2(i) of the Branch Purchase Agreement Disclosure 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. Either of the Purchaser or the Vendor may refuse to proceed with respect 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 CompanyClosing Date and it shall incur no liability to any other party by reason of such refusal. 6.2.4 The foregoing conditions precedent may be waived in whole or in part by the party for whose benefit they are inserted in that party’s acceptance absolute discretion. No such waiver shall be of any effect unless it is in writing signed by the proceeds of Party granting the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedwaiver.

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 obligation Company Registration Statement: (x) shall be effective as to all Shares, not 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, in light of the Investor to consummate circumstances under which they were made, not misleading. (b) The Company shall have secured the Closing shall be listing of the Shares on the Nasdaq SmallCap Market (subject to the condition that all official notice of issuance). (c) The representations and warranties and other statements of the Company made in this Agreement 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), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 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 date Purchaser, disclosing the existence of this Agreement and the Closing material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if, by 9:20 a.m. (except those representations 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 without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and warranties that by their terms speak specifically as adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) The Company shall file with the Commission a prospectus supplement to the Company Registration Statement (a "Supplement"), in agreed form, within one Trading Day of the date of this Agreement or some other date Agreement, in order to evidence and disclose the offer and sale of the Shares issued hereunder. In addition, the Company shall be true and correct as of file a Supplement, in agreed form, on each Settlement Date to disclose the number Shares sold on such date); Settlement Date and the condition that the Investor shall have performed all of its obligations hereunder theretofore to be performedcorresponding Per Share Purchase Price. (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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.

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 Purchaser shall have purchased all Shares duly tendered and not withdrawn pursuant to the terms of the Offer and subject to the terms thereof; provided that the obligation of the Investor Parent and the Purchaser to consummate effect the Closing Merger shall not be subject conditioned on the fulfillment of the condition set forth in this Section 5.1 (a) if the failure of the Purchaser to purchase the Shares pursuant to the condition that all representations and warranties and other statements Offer shall have constituted a breach of the Company shall be true and correct as of the date Offer or 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), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) The obligation consummation of the Merger shall not be precluded by any order, decree or injunction of a court of competent jurisdiction (each party agreeing to use its best efforts to have any such order reversed or injunction lifted), 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 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 Closing shall be Merger are subject to the condition that all representations and warranties and other statements satisfaction, at or before the Effective Time, of the Investor shall be true and correct as of the date of this Agreement and the date of the Closing following conditions: (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 a) The Company shall have performed all of its obligations hereunder theretofore material agreements and covenants contained in this Agreement required to be performedperformed on or prior to the Effective Time and the representations and warranties of the Company contained in this Agreement shall be true and 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 Company to such effect. (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 exercise its or their appraisal rights under Section 262 of the DGCL. (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 179,656 Shares previously held 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), Trust shall have been satisfied or waivedreturned to the Company and canceled, as described in the third recital to this Agreement.

Conditions. (a) 6.1 Mutual Conditions to Each Party’s Obligations to Effect the Closing. The obligation of the Investor each party to consummate the Closing shall be subject to the condition that all representations and warranties and other statements satisfaction or waiver on or prior to the Closing Date of each of the Company following conditions: (a) No Law shall be true and correct as of the date of this Agreement and the date of the Closing (except those representations and warranties that have been enacted or promulgated 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), 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 Governmental Entity in the aggregate, a Material Adverse Effect; United States which prohibits the condition that the Company shall have performed in all material respects all consummation of its 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by this Agreement including the Branch Purchase AgreementMerger; and there shall be no order or injunction of a court of competent jurisdiction in the United States in effect precluding consummation of the transactions contemplated by this Agreement including the Merger. (b) 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 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 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 the Company Parent and Parent Bank to consummate the Closing shall be subject to the condition that all representations and warranties and other statements satisfaction or waiver on or prior to the Closing Date of each of the Investor following conditions: (a) Except 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, each representation and warranty in Article III either (i) shall be true and correct accurate as of the date of this Agreement Closing Date as though restated on and the date of the Closing (except those representations and warranties that by their terms speak specifically as of the such date or (ii) if such representation and warranty, by its terms, is made as of this Agreement or some other a date specified therein, shall be true and correct accurate as of such date); . (b) Company and the condition that the Investor Company Bank shall have performed and complied with, in all of its material respects, all material agreements, covenants and obligations hereunder theretofore required by this Agreement to be performedperformed or 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 obligation 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 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 Investor 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 each of the following additional conditions: (1a) no provision Except for any inaccuracy that would not have a Material Adverse Effect on Parent or a material adverse effect on the ability of any applicable law Parent or regulation and no judgment, injunction, order Parent Bank to perform obligations under this Agreement or decree shall prohibit to consummate the transactions contemplated hereby or prohibit thereby including the Investor from owning or voting any of the Investor Shares; (2) the purchase by the Investor of the Investor Shares shall not Merger, each representation and warranty in Article II either (i) require shall be accurate as of the Investor Closing Date as though restated on and as of such date 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 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 Investor Closing. (c) Since the Balance Sheet Date, neither Parent nor Parent Bank shall have experienced a Material Adverse Effect. (d) Parent or any of its affiliates to become a bank holding company; Parent Bank shall have received all third-party consents deemed necessary or (iii) cause the Investor, together with any other person whose securities of the Company would be aggregated appropriate in connection with the Investor’s securities Merger or the Bank Merger, including, without limitation, the consents of the all landlords under all leases to which Company for purposes or Company Bank are subject, in form and substance satisfactory to Parent. (e) All directors of any bank regulation or law, Parent and Parent Bank shall have delivered 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 this Agreement, fully-executed Shareholder Agreements in the Closing 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 giving effect to the purchase Effective Time, or on consummation of the Investor Shares transactions contemplated hereby); andby 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 Chief Executive Officer and Chief Financial Officer of Parent and Parent Bank, dated as of the Closing, that based upon his knowledge, the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(eSections 6.3(a) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing through (as defined in the Branch Purchase Agreement), shall g) inclusive have been satisfied or waivedsatisfied.

Conditions. (a) The Each Backstop Purchaser’s obligation to purchase shares of the Investor Class A Common Stock pursuant to consummate the Closing shall be its Backstop Commitment is subject to the condition that following conditions: (i) the Company shall be in compliance with its obligations under this Agreement in all material respects; (ii) the representations and warranties and other statements of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and the date Closing and the failure of the Closing (except those any such 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), 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 has not resulted in, and would not havereasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect; and (iii) to the condition that extent required by the rules of Nasdaq, the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein); and obtained the condition that since the date hereof no Material Adverse Effect shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase AgreementStockholder Approval. (b) The obligation of the Company to consummate the Closing shall be Company’s obligations hereunder are subject to the condition that following conditions: (i) the Backstop Purchasers shall be in compliance with their respective obligations under this Agreement in all material respects; (ii) the representations and warranties and other statements of the Investor Backstop Purchasers hereunder shall be true and correct as of the date of this Agreement and the date Closing and the failure of the Closing (except those any such representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall to be so true and correct as 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 such date)the Backstop Purchasers to consummate the transactions contemplated by this Agreement; and (iii) to the condition that extent required by the Investor rules of Nasdaq, the Company shall have performed all of its obligations hereunder theretofore to be performedobtained the Stockholder Approval. (c) The obligation of each of the Investor and the Company to consummate the Closing shall be is further subject to the following additional conditions: (1) no provision of any applicable law satisfaction or regulation and no judgment, injunction, order or decree shall prohibit the transactions contemplated hereby or prohibit the Investor from owning or voting any waiver of the Investor Shares; (2) the purchase by the Investor of the Investor Shares shall not following conditions: (i) require consummation of the Investor or any Rights Offering and delivery of its affiliates the Subscription Notice 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 regulatorBackstop Purchasers; (ii) require to the Investor or any extent required by the rules of its affiliates to become a bank holding companyNasdaq, stockholder approval of this Agreement and the issuance of the Backstop Acquired Shares in compliance with Nasdaq Rule 5635 (the “Stockholder Approval”); or and (iii) cause the Investor, together with any other person whose securities consummation 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedExchange Transactions.

Conditions. (a) The obligation of the Investor to consummate the Closing shall be subject to the condition that all representations and warranties and other statements following obligations of the Company shall be true satisfied or fulfilled on or prior to the date of each Closing, unless otherwise agreed to in writing by the Placement Agent: (a) The Company shall have delivered to the Placement Agent, at the Initial Closing, (i) a currently-dated long-form good standing certificate or telegram from the Secretary of State where the Company and correct each Subsidiary is incorporated and each other jurisdiction in which the Company and any of the Subsidiaries is qualified to do business as a foreign corporation; (ii) the certificate of incorporation of the 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 filed Certificate of 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; and (v) certified resolutions of the Board of Directors of the Company approving this Agreement, the execution of the Preferred Stock and the Placement Agent Warrants, the registration of the Registerable Securities and the other transactions contemplated by the Preferred Stock. (b) 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 and Agreement. (c) No litigation or administrative proceeding shall have been threatened or commenced against the date Company or any of the Closing Subsidiaries which (except those representations and warranties that by their terms speak specifically as i) seeks to enjoin or otherwise prohibit or restrict the consummation of the date 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 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 some other date shall be true and correct as of such date)instrument to which it is a party, 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 disclosed in the aggregate, Financial Statements or the Memorandum and except where such default has not and will not have a Material Adverse Effect; (ii) 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 changes to the Company's or Subsidiaries' certificates of incorporation or 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 lapse of time or giving of notice, or 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 that 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 performed prepared and filed or delivered to counsel for filing with the SEC and any states in all material respects all which such filing is required, a Form D relating to the sale of its obligations hereunder theretofore to be performed the Preferred Stock and such other documents and certificates as are required. (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein); and g) Subscriptions for at least the condition that since the date hereof no Material Adverse Effect Minimum Amount of Preferred Stock shall have occurred been accepted by the Company. (h) In addition to the right of the Placement Agent to terminate this Agreement and be continuing with respect to either (x) the Company or (y) the Company after giving effect to not consummate the transactions contemplated by this Agreement as a result of the Branch Purchase Agreement. (b) The obligation failure 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 comply with any of its obligations hereunder theretofore set forth in this Agreement, this Agreement may be terminated by the Placement Agent by written notice to be performed. (c) The obligation of each of the Investor and the Company to consummate the Closing shall be subject at any time prior to the following additional conditions: (1) no provision of any applicable law or regulation and no Initial Closing if, in the Placement Agent's sole judgment, injunction(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 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 regulatordecree; (ii) require the Investor trading in securities on any exchange or any of its affiliates to become a bank holding company; system shall have been suspended 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 limited either generally 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement specifically with respect to the Company’s acceptance '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 the proceeds of the Acceptable Financing this Agreement; (as defined in the Branch Purchase Agreement), iv) a banking moratorium shall have been satisfied declared by Federal or waivedNew 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 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 Placement Agent reasonably believes is likely to have a material adverse effect on the business, financial condition or financial statements of the Company or the market for the Preferred Stock; (vii) the Common Stock shall have been delisted from NASDAQ or the Company shall have received notice from NASDAQ advising the Company of its intention to have the Common Stock delisted from NASDAQ, whether conditional or otherwise, or the Company shall fail to meet the requirements for continued listing on NASDAQ; or (viii) there shall have been, in the Placement Agent's judgment, a material decline in the Dow ▇▇▇▇▇ Industrial Index or the market price of the Common Stock at any time subsequent to the date of this Agreement.

Conditions. (a) The obligation If Purchaser has actual knowledge, or should ---------- have actual knowledge by inspection of the Investor Property or of the public records at or before the Closing, that (i) any representation of Seller hereunder is untrue, as of the date represented, or (ii) Seller has failed to consummate the Closing perform, observe or comply with any covenant, agreement or condition to be performed hereunder, Purchaser shall notify Seller of such within five (5) days after discovery by Purchaser. Purchaser's failure to so notify Seller shall be subject deemed to constitute Purchaser's waiver of same as a condition to Closing and otherwise. (b) In the condition event that all (A) any of Seller's representations and warranties and other statements of the Company shall be made in Section 3.1 are not true and correct 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), and (B) Purchaser has actual knowledge, or should have actual knowledge by inspection of the Property or 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 date sole liability 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 Seller shall be true and correct as of such date), except for such failures to be so true and correct (without giving effect return to any qualification as to materiality or Material Adverse Effect contained therein) as would not have, individually in Purchaser the aggregate, a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 InvestorDeposit, together with any other person whose securities interest accrued thereon, and thereupon, this Agreement shall be null and void and the parties hereto shall be relieved 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 all further obligations and liability under 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to those obligations and liabilities which expressly survive the Company’s acceptance termination of the proceeds of the Acceptable Financing (as defined in the Branch Purchase this Agreement), shall have been satisfied or waived.

Conditions. Notwithstanding anything in this Agreement or the Plan to the contrary: (a) The obligation the 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 Investor to consummate the Closing shall be subject 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 any 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 that all representations and warranties and 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 be awarded or such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the 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 conditions not acceptable to the Company. Notwithstanding any other statements provision 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 Plan, this Agreement or some any other date shall agreements entered into pursuant to the Plan, the Company will not be true required to issue any shares of Common Stock under this Agreement or the Plan, and correct as a Participant may not sell, assign, transfer or otherwise dispose of such date), except for such failures to be so true and correct (without giving effect shares of Common Stock issued pursuant to any qualification as to materiality Options granted under this Agreement or Material Adverse Effect contained thereinthe Plan, unless (a) as would not have, individually there is in the aggregate, a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its 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 have occurred and be continuing with respect to either (x) such shares a registration statement under the Company Securities Act, and any applicable state or (y) foreign securities laws or an exemption from such registration under the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. 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 obligation 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 necessary to comply with Section 16(b) of the 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 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 make adjustments, reclassifications, reorganizations or some other date shall be true and correct as of such date); and the condition that the Investor shall have performed all changes of its obligations hereunder theretofore capital or business structure or to be performed. (c) The obligation of each of the Investor and the Company merge, exchange or consolidate or to consummate the Closing shall be subject to the following additional conditions: (1) no provision of any applicable law dissolve, liquidate, sell 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 transfer all or any part of its affiliates to file a prior notice under the Change in Bank Control Act, business 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedassets.

Conditions. Notwithstanding anything in this Agreement or the Plan to the contrary: (a) The obligation the 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 Investor to consummate the Closing shall be subject 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 any 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 that all representations and warranties and 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 be awarded or such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the 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 conditions not acceptable to the Company. Notwithstanding any other statements provision 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 Plan, this Agreement or some any other date shall agreements entered into pursuant to the Plan, the Company will not be true required to issue any shares of Common Stock under this Agreement or the Plan, and correct as a Participant may not sell, assign, transfer or otherwise dispose of such date), except for such failures to be so true and correct (without giving effect shares of Common Stock issued pursuant to any qualification as to materiality Awards granted under this Agreement or Material Adverse Effect contained thereinthe Plan, unless (a) as would not have, individually there is in the aggregate, a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its 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 have occurred and be continuing with respect to either (x) such shares a registration statement under the Company Securities Act, and any applicable state or (y) foreign securities laws or an exemption from such registration under the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. 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 obligation 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 necessary to comply with Article 16(b) of the 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 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 make adjustments, reclassifications, reorganizations or some other date shall be true and correct as of such date); and the condition that the Investor shall have performed all changes of its obligations hereunder theretofore capital or business structure or to be performed. (c) The obligation of each of the Investor and the Company merge, exchange or consolidate or to consummate the Closing shall be subject to the following additional conditions: (1) no provision of any applicable law dissolve, liquidate, sell 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 transfer all or any part of its affiliates to file a prior notice under the Change in Bank Control Act, business 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedassets.

Conditions. (a) The Properties Other than Coronado South and Rivermark. Except as provided in Section 5.8(b) and 5.8(c), but notwithstanding any other provision of this Agreement to the contrary, Buyer's obligation of the Investor to consummate the Closing purchase a Property shall be subject to and contingent upon the condition that all representations and warranties and other statements satisfaction or waiver of the following conditions precedent: (i) The Title Company shall be true being irrevocably and correct as unconditionally committed to issue, upon the sole condition 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), 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 payment of its obligations hereunder theretofore to be performed (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein); and regularly scheduled premium, the condition that since the date hereof no Material Adverse Effect shall have occurred and be continuing Policy with respect to either (x) such Property, insuring Buyer in the Company or (y) amount of the Company after giving effect Purchase Price allocable to such Property that title to such Property is vested of record in Buyer on the Closing Date subject only to the transactions contemplated by Permitted Exceptions (and, to the Branch Purchase Agreement.extent provided in Section 3.3, any New Matters); (bii) The obligation Except to the extent such matters are the responsibility of the Company Buyer under the Management Agreement relating to consummate 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 shall be Date as on the Effective Date, reasonable wear and tear and loss by casualty or condemnation excepted (subject to the condition that all representations and warranties and other statements provisions 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 herebyArticle VI); and (3iii) To the conditions 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 litigation, 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 sale to proceed; and provided, further, that in the event the Closing of such 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 sale of the Property, but which does not seek to restrain or prohibit the purchase 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 such proceedings are the subject of Sellers' indemnity as set forth in the second paragraph of Section 10 4.7, no proceedings shall be pending or threatened in writing by the applicable governmental agency which could or would cause the redesignation or other modification of the Branch Purchase Agreementzoning classification of, other than or of any building code requirements applicable to, the condition set forth in Section 10.3(e) 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 repair such Property as a multi-family residential property. The failure of any of the Branch Purchase Agreement foregoing conditions to occur solely with respect to the Company’s acceptance any Property shall not be deemed to be a failure of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedsuch condition with respect to any other Property.

Conditions. (a) The obligation of Star to make its contributions at Closing to the Investor to consummate capital of the Closing Partnership provided for herein 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 performance 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), 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 of all of its obligations hereunder theretofore the agreements to be performed (without giving effect to any qualification as to materiality by it hereunder on or Material Adverse Effect contained therein); before the Closing Date, and the condition that since accuracy in all material respects of the date hereof no Material Adverse Effect representations in Exhibit B and to the following further conditions: (a) ▇▇▇▇▇ shall have occurred conducted its business operations at the Theatre Properties in the ordinary course and be continuing with respect to either (x) in the Company or (y) same manner in which the Company after giving effect to the transactions contemplated by the Branch Purchase Agreementsame have heretofore been conducted. (b) The obligation After the date hereof, ▇▇▇▇▇ shall have incurred no expenses or obligations, without the consent of the Company to consummate the Closing shall be subject Star, relating 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▇▇▇▇▇ Undeveloped Theatre Property. (c) The obligation Star shall have received, from counsel to ▇▇▇▇▇, an opinion in the form of each of the Investor and the Company to consummate Exhibit E. (d) There shall not be pending or threatened on the Closing shall be subject Date any action, suit or proceeding, whether administrative or judicial, seeking to enjoin, restrain, prohibit or invalidate the following additional conditions: (1) no provision consummation of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the transactions contemplated hereby by this Agreement or prohibit which may adversely affect the Investor 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 owning ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, dated as 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 voting 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 Investor Shares; (2Theatre Properties) the purchase by the Investor of the Investor Shares shall not (i) require the Investor and to no other exceptions, whether standard, printed or any of its affiliates to file a prior notice under the Change in Bank Control Actotherwise, or otherwise seek prior approval or and containing 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 imputation endorsements and such other personsaffirmative insurance as Star may reasonably request. (g) would represent more than 9.9% of any class of voting securities Star shall have obtained, at its expense, ALTA surveys reasonably satisfactory to Star, of the Company outstanding on Theatre Properties. (h) ▇▇▇▇▇ shall have delivered to Star the date of Disclosure Schedules required to be delivered by ▇▇▇▇▇ hereunder and the Closing (after giving effect exceptions to the purchase representations and warranties of the Investor Shares contemplated hereby); and (3) the conditions ▇▇▇▇▇ set forth in Section 10 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 ▇▇▇▇▇, Star shall object to such exception by written notice to ▇▇▇▇▇ within ten (10) days after its receipt of the Branch Purchase Agreementsuch Disclosure Schedule. If Star does not object to any exception within such period, other than the condition set forth in this Section 10.3(e10.1(i) of the Branch Purchase Agreement shall be waived with respect to the Company’s acceptance of the proceeds of the Acceptable Financing such exception. (as defined in the Branch Purchase Agreement), i) There shall have been obtained any necessary consents to the assignment of the Leases to the Partnership, and any necessary waivers of radius restrictions in such Leases. (j) ▇▇▇▇▇ shall have delivered to Star a letter dated as of the Closing Date, in form and substance reasonably satisfactory to Star, certifying that the conditions specified in this Section 11.1 have been satisfied or waived(other than any conditions waived in writing by Star). (k) ▇▇▇▇▇ shall have obtained non-disturbance agreements in form and substance satisfactory to Star, from all mortgagees of the Theatre Properties included in the Contributed Assets.

Conditions. This Agreement is expressly conditioned upon the Commission’s acceptance of all its provisions, without change or condition. If the Commission does not accept this Agreement in its entirety, any party hereto, at its sole option exercised within fifteen (a15) The obligation days of the Investor to consummate the Closing such Commission order, may withdraw from this Agreement, in which event it shall be subject deemed to be null and void and without effect and shall not be relied upon by the condition that all representations and warranties and other statements of Company, Ratepayer Intervenors, Staff, the Company shall be true and correct as of OCA, or any party to this proceeding, or the date Commission, for any purpose. The Commission’s 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 date 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 Closing (written testimony is accurate or what weight, if any, should be given to the views of any witness, except those representations and warranties that by their terms speak as may be specifically as provided in this Agreement. The identification of the date resolution of any specific issue in this Agreement or some other date shall be true and correct as of such date), 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 does 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 indicate 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 Settling Parties’ agreement 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 that resolution for purposes of any bank regulation future proceeding, nor does the reference to any other document bind the Settling Parties to the contents of, or recommendations in, that document for purposes of any future proceeding. The Commission’s approval of the recommendations in this Agreement 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 facsimile and in counterparts, to collectively each of which shall be deemed to ownbe an original, control or have the power to vote securities which (assumingand all of which, 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement)taken together, shall have been satisfied or waivedconstitute one agreement binding on all Settling Parties.

Conditions. (a) Section 8.1 Conditions to Each Party's Obligation to Effect the Merger. The obligation respective obligations of each party to effect the Investor to consummate the Closing Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement and the Merger shall have been adopted and approved by the affirmative vote of holders of (i) a majority of the outstanding shares of PZE Common Stock; and (ii) a majority of the outstanding shares of DVN Common Stock and the Northstar Exchangeable Shares voting as a single class with the DVN Special Voting Stock voting for the Northstar Exchangeable Shares as provided in DVN's charter. (b) The waiting period applicable to the consummation of the Merger shall have expired or been 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, individually or in 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 that 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) DVN shall have performed in all material respects its covenants and agreements contained in this Agreement required to be performed on or prior to the 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 statements of the Company 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 date of this Agreement and the date as of the Closing Date (except those for representations and warranties that by their terms speak specifically made as of the date of this Agreement or some other date shall a specified date, which need be true and correct only as of such the specified date), 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 PZE shall have performed in all material respects all received a certificate of the DVN, executed on its obligations hereunder theretofore behalf by its President or a Vice President of DVN, dated the Closing Date, certifying 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreementsuch effect. (b) The obligation 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 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 Company Code and (ii) no gain or loss will be recognized by PZE or the stockholders of PZE who exchange all of their PZE Common Stock solely for Newco Common Stock pursuant to consummate the Closing Merger (except with respect to cash received in lieu of a fractional share interest in Newco Common Stock). In rendering such opinion, such counsel shall be subject entitled to the condition that all receive and rely upon representations of officers of PZE and warranties and other statements of the Investor shall be true and correct DVN as of the date of this Agreement and the date of the Closing (except those representations and warranties that by their terms speak specifically to such matters 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 performedcounsel may reasonably request. (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 At 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 time after the date of the Closing (after giving effect to the purchase of the Investor Shares contemplated hereby); and (3) the conditions set forth in Section 10 of the Branch Purchase this Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined there shall not have been any event or occurrence, individually or in the Branch Purchase Agreement)aggregate with all such events or occurrences, shall that have been satisfied had or waivedis likely to have a DVN Material Adverse Effect.

Conditions. Notwithstanding anything in this Award Agreement or the Plan to the contrary: (a) The obligation the Company may, if it shall determine it necessary or desirable for any reason, at the time of grant of the Investor to consummate Option or the Closing shall be subject issuance of any Shares pursuant to the Option, require Grantee, as a condition to the receipt hereof or to the receipt of Shares issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Option or the Shares 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 all representations and warranties and other statements the listing, registration or qualification (or any updating of any such document) of the Company shall be true and correct Option or the Shares issuable pursuant thereto is necessary on any 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 the date Option, the issuance of Shares pursuant thereto or the removal of any restrictions imposed on such Shares, the Option shall not be granted or such Shares shall not be issued or such restrictions shall not be removed, as the 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 conditions not acceptable to the Company. Notwithstanding any other provision of the Plan, this Award Agreement or any other agreements entered into pursuant to the Plan, the Company will not be required to issue any Shares under this Award Agreement or the Plan, and Grantee may not sell, assign, transfer or otherwise dispose of Shares issued pursuant to the Award granted under 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 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, 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 Grantee to the extent necessary to comply with Section 16(b) of the Exchange Act, the Code or any other applicable law or regulation. The grant of the Option pursuant to this Award Agreement and the date of Plan shall not limit in any way the Closing (except those representations and warranties that by their terms speak specifically as of the date of this Agreement right or some other date shall be true and correct as of such date), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) The obligation power 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 make adjustments, reclassifications, reorganizations or some other date shall be true and correct as of such date); and the condition that the Investor shall have performed all changes of its obligations hereunder theretofore capital or business structure or to be performed. (c) The obligation of each of the Investor and the Company merge, exchange or consolidate or to consummate the Closing shall be subject to the following additional conditions: (1) no provision of any applicable law dissolve, liquidate, sell 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 transfer all or any part of its affiliates to file a prior notice under the Change in Bank Control Act, business 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedassets.

Conditions. 10.3.1 The indemnities set out in Section 10.1 and Section 10.2 shall not apply to any such claim or proceedings: (a) The obligation unless as soon as reasonably practicable following receipt of notice of such claim or proceedings, the Indemnified Person shall have notified the indemnifying Party in writing of it and shall, upon the indemnifying Party’s request and at that indemnifying Party’s cost, have permitted the indemnifying Party to have full care and control of the 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 claim or some other date shall be true and correct as of such date), 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 proceedings using legal representation of its obligations hereunder theretofore to be performed (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein)own choosing; and the condition that since the date hereof no Material Adverse Effect shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement.or (b) The obligation if the Indemnified Person shall have made any admission in respect of such claim or proceedings or taken any action relating to such claim or proceedings prejudicial to the defence of it without the written consent of the Company indemnifying Party (such consent not to consummate the Closing be unreasonably withheld or delayed), provided that no Indemnified Person shall be subject deemed to be in breach of this condition by any statement properly made by the condition that all representations and warranties and other statements Indemnified Person in connection with the operation of the Investor shall be true Indemnified Person’s internal complaint procedures, accident reporting procedures, or disciplinary procedures, or where such a statement is required by law. 10.3.2 The indemnifying Party shall, in relation to any claim or proceedings it has assumed care and correct as control of under Section 10.3.1(a): (a) keep the Indemnified Pperson fully informed of the date progress of this Agreement and any claim or proceedings; (b) consult fully with the date Indemnified Person on the nature 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 any defence to be performed.advanced; and (c) The obligation of each not, without the prior written consent of the Investor and the Company Indemnified Person (such consent not to consummate the Closing shall be subject to the following additional conditions: unreasonably withheld or delayed), enter into any settlement or compromise of such claim or proceedings which: (1a) no provision of any applicable law would result in injunctive 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 companyother relief being imposed against an Indemnified Person; or (iiib) cause does not include as an unconditional term the Investor, together with any giving by the claimant to all applicable Indemnified Persons of a release from liability in relation to such claim or proceedings. 10.3.3 Each Party shall use its reasonable endeavours to inform the other person whose securities of the Company would be aggregated with the Investor’s securities of the Company for purposes Party promptly of any bank regulation circumstances that are likely to give rise to a claim or lawproceedings in respect of which it may be entitled to indemnification under Section 10.1 or Section 10.2; and shall keep the other Party reasonably informed of developments in relation to any such claim or proceedings, even where the Party does not intend to collectively be deemed make a claim under Section 10.1 or Section 10.2. 10.3.4 Each Party shall give to own, control or have the power to vote securities which (assuming, indemnifying Party such assistance as it may reasonably require for this purpose only, full conversion and/or exercise of such securities by the Investor conduct and such other persons) would represent more than 9.9% prompt handling 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); andsuch claim or proceedings. (3) the conditions set forth 10.3.5 Nothing in Section 10 10.1 or Section 10.2 shall restrict or limit an Indemnified Person’s general obligation at law to mitigate a loss it may suffer or incur as a result of the Branch Purchase Agreement, other than the condition set forth in an event that gives rise to a claim under Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied 10.1 or waivedSection 10.2.

Conditions. (a) Section 6.1 Conditions to Each Party’s Obligation To Effect the Merger. The respective obligation of each party to effect the Investor to consummate the Closing Merger shall be subject to the condition that 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 other all statements of the Company 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 the date at and as of the Closing Date, as if made at and as of such time (except those to the extent expressly made as of an earlier date, in which case as of such date); and (ii) the representations and warranties that by their terms speak specifically 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 or some other date shall be true and correct 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 for where the failure of such failures representations and warranties to be so true and correct (without giving effect to any qualification limitation as to materiality “materiality” or “Material Adverse Effect contained Effect” set forth therein) as individually or in the aggregate has not had, and would not have, individually in the aggregatebe reasonably likely to have or result in, a Material Adverse EffectEffect 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 counsel, 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 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 condition 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 all each of its obligations hereunder theretofore under this Agreement required to be performed (without giving effect by it at or prior to any qualification as the Effective Time pursuant to materiality or Material Adverse Effect contained therein); the terms of this Agreement, and the condition that since the date hereof no Material Adverse Effect Parent shall have occurred and 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 continuing with pending any suit, action or proceeding by any Governmental Entity seeking to (i) prohibit or limit in any material respect to either (x) the ownership or operation by the Company or (y) Parent or any of their respective affiliates of a substantial portion of the business or assets of the Company after giving effect 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 Branch Purchase Merger or any of the other transactions contemplated by this Agreement.; (bd) The obligation Parent shall have received the opinion of ▇▇▇▇▇▇▇▇ & Knight, LLP, counsel to Parent, in form and substance reasonably satisfactory to Parent, on the Company to consummate date on which the S-4 is filed and on the Closing shall be subject to Date, in each case dated as of such respective date, rendered on the condition that all basis of facts, representations and warranties assumptions set forth in such opinion and other statements the certificates obtained from officers of Parent and the Investor shall be true and correct 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 this Agreement and the date Section 368(a) of the Closing Code and (except those representations ii) the Company and warranties that by their terms speak specifically as Parent will each be a “party to the reorganization” within the meaning of Section 368 of the date of Code. In rendering the opinion described in this Agreement or some other date shall be true and correct as of such dateSection 6.3(d); and the condition that the Investor , ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, shall have performed all of its obligations hereunder theretofore received and may rely upon the affiliate letters, certificates and representations referred 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 Sharesin Section 5.13(d); (2e) the purchase by the Investor The number of the Investor Dissenting Shares shall not exceed 10% of the outstanding shares of Company Common Stock; (if) require All material consents and approvals of any Person that the Investor 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 affiliates to file counsel, Parent and Parent’s counsel 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 certificate signed on behalf of the Company would be aggregated with the Investor’s securities by a duly authorized officer of the Company for purposes of any bank regulation or law, to collectively be deemed to own, control or have certifying the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities representations set forth in Section 3.26 and as otherwise reasonably requested 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)Company’s or Parent’s tax counsel; and (3h) During the conditions set forth in Section 10 period from the date of execution of this Agreement until the Branch Purchase AgreementEffective Time, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to there shall not have occurred a Material Adverse Effect on the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.

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 obligation of the Investor to consummate the Closing shall be subject to the condition that all Each party’s representations and warranties and other statements of the Company contained herein shall be true and correct in all material respects 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), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement.Date; (b) The obligation As of the Company to consummate the Closing Date, each party shall have performed its obligations hereunder and all deliveries made at 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.tendered; (c) The obligation No actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of each of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against the Investor other party that would materially and adversely affect the Company other party’s ability to consummate the Closing perform its obligations under this Agreement 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 Sharesexist; (2d) No pending or threatened action, suit or proceeding with respect to the purchase 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 Investor consummation of the Investor Shares transaction contemplated hereby 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)exist; and (3e) Seller will pursue the conditions set forth eviction of all tenants on subject property (if any) and no leases shall survive the Closing (if any). So long as neither party is not in Section 10 default hereunder, if any condition to a party’s obligations to proceed with the Closing hereunder has not been satisfied as of the Branch Purchase AgreementClosing Date, such party may, in its sole discretion, terminate this Agreement by delivering written notice to the other than party on or before the condition set forth Closing Date. Or, such party may elect to close, not withstanding the non-satisfaction of such condition, in Section 10.3(e) which event such party shall be deemed to have waived any such condition. There shall be no liability on the part of the Branch Purchase Agreement with respect other party hereto for breaches of representations and warranties of which the party electing to the Company’s acceptance close had knowledge as of the proceeds of the Acceptable Financing (as defined Closing. Nothing in the Branch Purchase Agreement), foregoing shall relieve a party from any liability it would otherwise have been satisfied or waivedif the failure of such party to satisfy a condition also constitutes a default by such party hereunder.

Conditions. (a) The obligation of the Investor In addition to consummate the Closing shall be being subject to the condition that all representations and warranties and other statements satisfaction of the Company 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: (A) the 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, a 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"), 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 agreements being referred to herein as the "L/C DOCUMENTS"), and the proposed Letter of Credit shall be true reasonably satisfactory to such Issuing Bank as to form and correct content; and (B) 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 issuance no order, judgment or some other date shall be true and correct as of such date), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the applicable law Issuing Bank from issuing such Letter of Credit and no law, rule or regulation applicable to such Issuing Bank and no judgment, injunction, order request or decree directive (whether or not having the force of law) from a Governmental Authority with jurisdiction over such Issuing Bank shall prohibit or request that such Issuing Bank refrain from the transactions contemplated hereby issuance of Letters of Credit generally or prohibit the Investor from owning or voting any issuance of the Investor Shares; (2) the purchase by the Investor that Letter 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)Credit; and (3C) in the case of LaSalle acting in its capacity as Issuing Bank, the Borrower shall have duly executed and delivered to LaSalle the L/C Master Agreement and the Borrower shall be in compliance therewith; provided that in the event that the terms and conditions set forth in Section 10 of the Branch Purchase L/C Master Agreement (or any similar agreement entered into with any other Issuing Bank) shall conflict with the terms and conditions of this Agreement, other than the condition set forth in Section 10.3(e) terms and conditions of the Branch Purchase this Agreement with respect shall govern and control to the Company’s acceptance extent of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedsuch conflict.

Conditions. As a material inducement for the Purchaser to enter into this Agreement, Seller hereby makes the following acknowledgments and representations: (a) The obligation of That, it owns the Investor to consummate the Closing shall be subject tradenames 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), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase AgreementProducts described herein. (b) The obligation execution and delivery of this Agreement, the consummation of the Company transactions herein contemplated and compliance with the terms of the Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, other agreement or instrument to consummate which the Closing shall be subject Seller is a party or by which it or its assets are bound; or to the condition that all representations 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 warranties and other statements of the Investor shall be true and correct as of the date performance of this Agreement and the date 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 Closing 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; (except those representations f) The entering into of this Agreement and warranties that the performance thereof has been duly and validly authorized by their terms speak specifically 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 or some other date 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 true, complete and correct 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 within such obligation the condition that abstinence from any actions, the Investor shall have performed all performance 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 which would render 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 Actforegoing representations and warranties inaccurate, 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 as of the Closing (after giving effect to the purchase of the Investor Shares contemplated herebyDate); and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.;

Conditions. (a) The Your obligation of to purchase the Investor to consummate 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) 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, the truth and accuracy of which shall be a condition to your obligation to purchase the Notes proposed to be sold to you and to the effect that all (i) the representations and warranties and other statements of the Company shall be set forth in Exhibit C hereto are true and correct as of the date of this Agreement on 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), 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 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 have occurred and be continuing with respect to either the Closing Date, (xii) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 has performed all of its obligations hereunder theretofore which are to be performed.performed on or prior to the Closing Date, and (iii) no Default or Event of Default has occurred and is continuing; and (c2) The obligation You shall have received a certificate dated the Closing Date, signed by an authorized officer of each of the Investor Existing Subsidiary Guarantors, the truth and the Company to consummate the Closing accuracy of which shall be subject a condition to your obligation to purchase the Notes proposed to be sold to you and 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 effect that (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 representations and warranties 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 Existing Subsidiary Guarantors set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement 2002 Subsidiary Note Guaranty are true and correct on and with respect to the Company’s acceptance Closing Date, (ii) each Existing Subsidiary Guarantor has performed all of its obligations under the proceeds 2002 Subsidiary Note Guaranty which are to be performed on or prior to the Closing Date, and (iii) no Default or Event of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedDefault has occurred and is continuing.

Conditions. (a) The obligation of the Investor In addition to consummate the Closing shall be being subject to the condition that all representations and warranties and other statements satisfaction of the Company conditions contained in Sections 6.01 and 6.02, the obligation of an Issuing Bank to issue any Letter of Credit is subject to the satisfaction in full of the following conditions: (i) the Borrower shall have delivered to the applicable Issuing Bank (with a copy to the Administrative Agent) an L/C Application in the manner prescribed in Section 4.04, and the proposed Letter of Credit shall be true reasonably satisfactory to such Issuing Bank as to form and correct content; and (ii) as of the date of issuance, no order, judgment or decree of any court, 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 such Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of that Letter of Credit or shall impose upon the Issuing Bank with respect to any 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 Issuing Bank as of the date of this Agreement and which 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), except for such failures Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreementit. (b) The obligation No Issuing Bank shall extend, renew, or amend any Letter of Credit unless 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 requirements of this Agreement Section 4.03 are met as though a new Letter of Credit were then being requested 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 performedissued. (c) The obligation of each of the Investor and the Company to consummate the Closing shall be subject Notwithstanding anything herein to the following additional conditions: (1) contrary, no provision of any applicable law or regulation Issuing Bank shall have an obligation hereunder to issue, 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 issue, any Letter of Credit the proceeds of which would be made available to any Person (i) require the Investor to fund any activity or business of or with any Sanctioned Person or any activity or business in any Sanctioned Country, in each case, in violation of its affiliates to file a prior notice under the Change in Bank Control Act, applicable Sanctions or otherwise seek prior approval or non-objection of any state or federal banking regulator; (ii) require the Investor or in any of its affiliates to become manner that would result in 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 violation of any bank regulation or law, Sanctions by any party 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.

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 obligation All of the Investor to consummate the Closing shall be subject to the condition that all representations and warranties and other statements of the Company and the Subsidiaries contained in this Agreement and in each of the Transaction Documents shall be true and correct as of the date of this Agreement hereof and the date of at the Closing (Date, except those to the extent that the failure of such 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), except for such failures to be so true and correct (without giving effect to any qualification as to materiality or “material,” “materiality,” “Material Adverse Effect contained thereinEffect” or any similar terms, qualifications or limitations to such representations and warranties) as to be true or correct individually or in the aggregate would not havereasonably be expected to have a Material Adverse Effect. On or prior to the Closing Date, the Company and each other party to the Transaction 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, complied with or satisfied pursuant to the Transaction Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in the aggregate, reasonably be expected to 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 condition 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 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 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 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) the 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 Company shall have performed in all material respects all failure of its obligations hereunder theretofore to be performed such representations and warranties (without giving effect to any qualification as to materiality or “material,” “materiality,” “Material Adverse Effect contained therein); Effect” or any similar terms, qualifications or limitations to such representations and warranties) to be true or correct individually or in the condition that 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 event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect shall have occurred Effect, (d) since the date of the most recent financial statements in the Pricing Disclosure Package and be continuing with respect the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the 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 Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to either 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, financial condition or results of operations 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, financial condition or results of operations of the Company and the 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 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 Company or (y) the Company after giving effect opinion of Proskauer Rose LLP, counsel to the transactions contemplated by Initial Purchasers, dated the Branch Purchase AgreementClosing Date, in form satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions. (bxi) 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 obligation Initial Purchasers shall have received on the date hereof and on the Closing Date a certificate from the Chief Financial Officer 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 Company, dated as of the date hereof and thereof, substantially in the form 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 performedExhibit A attached hereto. (ci) The obligation of each of the Investor and the Company to consummate the Closing Initial Purchasers shall be subject to the following additional conditions: have received (1A) no provision of any applicable law or regulation and no judgmenta customary comfort letter from PricewaterhouseCoopers LLP, injunctionindependent auditors, 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance , dated as of the proceeds 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 Acceptable Financing (as defined in the Branch Purchase Agreement), 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 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 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 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 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 Secured Parties in the collateral described above is of the priority 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, for the benefit of the Secured Parties, pursuant to a Collateral Documents, in each case subject to the Permitted Liens. (m) All Uniform Commercial Code financing statements or waivedother 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 delivered to CT Corporation System or another similar filing service company acceptable to the Collateral Agent.

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 obligation Company Registration Statement: (x) shall be effective as to all Shares, not 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, in light of the Investor to consummate circumstances under which they were made, not misleading. (b) The Company shall have secured the Closing shall be listing of the Shares on the Nasdaq SmallCap Market (subject to the condition that all official notice of issuance). (c) The representations and warranties and other statements of the Company made in this Agreement 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), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 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 date Purchaser, disclosing the existence of this Agreement and the Closing material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if, by 9:20 a.m. (except those representations 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 without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and warranties that by their terms speak specifically as adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) The Company shall file with the Commission a prospectus supplement to the Company Registration Statement (a "Supplement"), in agreed form, within one Trading Day of the date of this Agreement or some other date Agreement, in order to evidence and disclose the offer and sale of the Shares issued hereunder. In addition, the Company shall be true and correct as of file a Supplement, in agreed form, on each Settlement Date to disclose the number Shares sold on such date); Settlement Date and the condition that the Investor shall have performed all of its obligations hereunder theretofore to be performedcorresponding Per Share Purchase Price. (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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.

Conditions. (a) The obligation obligations of the Investor Initial Purchaser to consummate purchase the Closing shall be Units under this Agreement are subject to the condition that all satisfaction or waiver of each of the following conditions: (i) All the representations and warranties and other statements of each of the Company Issuers in each of the Documents to which it is a party shall be true and correct in all material respects at and as of the date of this Agreement Closing Date after giving effect to the Transactions with the same force and the date of the Closing (except those representations effect as if made on 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 or prior to the Closing Date, except for such failures each of the Issuers and, to be so true and correct the actual knowledge of the Issuers, after reasonable inquiry, each other party to the Documents (without giving effect to any qualification as to materiality or Material Adverse Effect contained thereinother than the Initial Purchaser) as would not have, individually in the aggregate, a Material Adverse Effect; the condition that the Company shall have performed or complied in all material respects with all of the agreements and satisfied in all material respects all of its obligations hereunder theretofore conditions on their respective parts to be performed performed, complied with or satisfied pursuant to the Documents (without giving effect other than conditions to any qualification as be satisfied by such other parties, which the failure to materiality or so satisfy could not reasonably be expected to have a Material Adverse Effect contained thereinEffect); and . There shall exist on the condition that since Closing Date no Event of Default or Default (each as defined in the date hereof no Material Adverse Effect Indenture). (ii) No "default" or "event of default" relating to a payment obligation of any Issuer shall have occurred and be continuing under any agreement between any of (A) the Issuers and (B) any Boeing Affiliate which default or event of default relates to a payment in excess of $500,000. (iii) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of any of the Transactions; and no stop order suspending the qualification or exemption from qualification of any of the Securities in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the actual knowledge of the Issuers after reasonable inquiry, be pending or threatened as of the Closing Date. (iv) 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 any of the Transactions. Except as disclosed in the Holdings SEC Documents, no Proceeding shall be pending or, to the actual knowledge of the Issuers after reasonable inquiry, threatened other than Proceedings that (A) if adversely determined could not, singly or in the aggregate, adversely affect the issuance or marketability of the Securities, and (B) could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. (v) Since the date as of which information is given in Holdings 10-K, there shall not have been any Material Adverse Change. (vi) The Initial Purchaser shall have received on the Closing Date: (A) certificates dated the Closing Date, signed by (1) the chief executive officer, president or treasurer of each Issuer, and (2) the principal financial or accounting officer of each of the Issuers, on behalf of such Issuer, (x) confirming the matters set forth in paragraphs (i) through (v) of this Section 9(a), and (y) certifying as to such other matters as the Initial Purchaser may reasonably request, (B) a certificate, dated the Closing Date, signed by the Secretary or Assistant Secretary of each of the Issuers, certifying such matters as the Initial Purchaser may reasonably request, (C) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer or such other officer acceptable to the Initial Purchaser of each of the Issuers substantially in the form previously approved by the Initial Purchaser; (D) A certificate of the Secretary or the Assistant Secretary of each Issuer and each Restricted Subsidiary attaching (a) resolutions of the Board of Directors of such Issuer and such Restricted Subsidiary, as applicable, evidencing approval of the transactions contemplated by each of the Transaction Documents and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, (b) the Certificate of Incorporation (or equivalent document) of such Issuer and each Restricted Subsidiary, each certified as of a recent date by the Secretary of State (or equivalent entity) of their respective states (or jurisdictions) of incorporation, (c) the Bylaws of such Issuer and each Restricted Subsidiary, (d) an incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer of such Issuer and each Restricted Subsidiary certifying as to the names, titles and true signatures of the officers of such Issuer or Restricted Subsidiary authorized to sign the Transaction Documents to which it is a party and the other documents to be delivered hereunder, (e) corporate and tax good standing certificates as to such Issuer and each Restricted Subsidiary from their respective states of incorporation and other jurisdictions of incorporation and from each jurisdiction where each Issuer and such Restricted Subsidiary is qualified to do business, and (f) certifying that no dissolution or liquidation proceedings as to such Issuer or any Restricted Subsidiary have been commenced or are contemplated; (E) the opinions (in form and substance reasonably satisfactory to the Initial Purchaser and counsel to the Initial Purchaser) of ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, special counsel to the Issuers, dated the Closing Date, in the form of Exhibit I hereto; --------- (F) the opinions (in form and substance reasonably satisfactory to the Initial Purchaser and counsel to the Initial Purchaser) of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, special FAA counsel to the Issuers, dated the Closing Date, substantially in the form of Exhibit J hereto; --------- (G) copies of all opinions, certificates, letters and other documents delivered under or in connection with the Transactions; (H) except with respect to either Permitted Liens and Identified Liens, copies of duly executed payoff letters, UCC-3 termination statements (subject to the reasonable payoff and delivery requirements of each creditor), mortgage releases and other collateral releases and terminations, each in form and substance reasonably satisfactory to the Initial Purchaser evidencing (x) the Company or termination of each agreement and instrument relating to any indebtedness secured by the Collateral and (y) the Company after giving effect to release of each item of Collateral securing such indebtedness and the transactions contemplated termination of all Liens created thereunder, and each such payoff letter, release and termination shall be in full force and effect; (I) the Security Documents duly executed by the Branch Purchase Agreement.Issuers: (bJ) The obligation of duly executed financing statements, appropriate for filing in all jurisdictions that may be deemed necessary or desirable in order to perfect the Company to consummate Liens created by the Closing shall be subject to Security Documents, covering the condition that Collateral; (K) contemplated requests for information, listing all representations and warranties and other effective financing statements of the Investor shall be true and correct filed as of the date of this Agreement and thereof in the date jurisdictions referred to in the prior subparagraph that name either of the Closing (except those representations and warranties that by their terms speak specifically Issuers 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 Investordebtor, 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 copies of such securities by financing statements (none of which shall cover the Investor and Collateral described in the Security Documents (unless 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 financing statements evidence Permitted Liens or are to be terminated pursuant to the purchase of the Investor Shares contemplated herebyterms thereof)); and (3L) reasonable evidence that all other actions necessary or desirable to perfect and protect the conditions set forth in Section 10 of Liens created by the Branch Purchase Agreement, other than the condition set forth in Section 10.3(eSecurity Documents and contemplated thereby have been taken. (vii) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), The Documents shall have been satisfied or waivedexecuted and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each Documen t. (viii) Each of the Transactions shall have been consummated.

Conditions. (a) 5.1 The obligation respective obligations of the Investor Parties to consummate complete the Closing transactions contemplated by this Agreement shall be subject to the condition that all representations and warranties and other statements of the Company shall there 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), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 Applicable Law and no judgment, injunction, order or decree shall prohibit be in effect which restrains or enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or prohibit the Investor from owning or voting any by this Agreement. 5.2 The obligations of the Investor SharesVendor to complete the transactions contemplated by this Agreement will be subject to the fulfilment, or the waiver by the Vendor, of the following conditions on or before the Closing Date, each of which is for the exclusive benefit of the Vendor and may be waived by the Vendor at any time, in whole or in part, in its sole discretion without prejudice to any other rights that it may have: (a) the Purchaser will have complied in all material respects with its covenants in this Agreement on or before the Closing Date and the Vendor will have no actual knowledge of the contrary; (2b) the purchase representations and warranties of the Purchaser set forth in this Agreement will be true and correct in all material respects on and as of the Closing Date (as if made on and as of such date) except as affected by the Investor transactions contemplated or permitted by this Agreement, and except to the extent that any such representation or warranty is made as of the Investor Shares shall not a specified date, in which case such representation or warranty will have been true and correct as of such date; (c) no judgment or order will have been issued by any Governmental Authority, no action, suit, or proceeding will have been taken by any Person, and no Applicable Law will have been proposed, enacted, or promulgated or applied, (i) require which could reasonably be expected to enjoin, prohibit or impose material limitations or conditions on the Investor or any completion 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 regulatortransactions contemplated by this Agreement; or (ii) require that, if the Investor or any of its affiliates transactions contemplated by this Agreement were completed, could reasonably be expected to become result in a bank holding company; or material adverse change to the Purchaser; (iiid) cause the Investor, together with any other person whose securities Vendor’s directors will have duly passed a resolution authorizing the Vendor to carry out the transactions contemplated by this Agreement; (e) the Purchaser will have delivered all of the Company would documents and instruments required to be aggregated with the Investor’s securities of the Company for purposes of any bank regulation or law, delivered by it pursuant 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)Section 6.2; and (3f) since the date hereof, there will not have been any change, condition, event or occurrence that, individually or in the aggregate, has been, or could reasonably be expected to result in, a material adverse change to the Purchaser. 5.3 The obligations of the Purchaser to complete the transactions contemplated by this Agreement will be subject to the fulfilment, or the waiver by the Purchaser, of the following conditions on or before the Closing Date, each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser at any time, in whole or in part, in its sole discretion without prejudice to any other rights that it may have: (a) the conditions Vendor will have complied in all material respects with its covenants in this Agreement on or before the Closing Date and the Purchaser will have no actual knowledge of the contrary; (b) the representations and warranties of the Vendor set forth in Section 10 this Agreement will be true and correct in all material respects on and as of the Branch Purchase Closing Date (as if made on and as of such date) except as affected by the transactions contemplated or permitted by this Agreement, other than and except to the condition set forth extent that any such representation or warranty is made as of a specified date, in Section 10.3(ewhich case such representation or warranty will have been true and correct as of such date; (c) no judgment or order will have been issued by any Governmental Authority, no action, suit, or proceeding will have been taken by any Person, and no Applicable Law will have been proposed, enacted, or promulgated or applied, (i) which could reasonably be expected to enjoin, prohibit or impose material limitations or conditions on the completion of the Branch Purchase transactions contemplated by this Agreement; or (ii) that, if the transactions contemplated by this Agreement with respect were completed, could reasonably be expected to result in a material adverse change to the CompanyPurchaser; (d) the Vendor’s acceptance directors will have duly passed a resolution authorizing the Vendor to carry out the transactions contemplated by this Agreement; (e) the Vendor will have delivered all of the proceeds of documents and instruments required to be delivered by it pursuant to Section 6.2; and (f) since the Acceptable Financing (as defined date hereof, there will not have been any change, condition, event or occurrence that, individually or in the Branch Purchase Agreement)aggregate, shall have been satisfied has been, or waivedcould reasonably be expected to result in, a material adverse change to the Acquired Assets.

Conditions. (a) The obligation of Lender to be bound by the Investor to consummate the Closing provisions of this Amendment shall be subject to the condition that all representations and warranties and other statements fulfillment of the Company following conditions precedent on or before the date hereof: (a) Lender shall be true and correct as have received all of the date following, each in form and substance satisfactory to Lender, in its sole discretion, and each duly executed by each party thereto, other than Lender: (i) This Amendment; (ii) An agency fee letter agreement, duly executed by Borrower, in favor of this Agreement and the date of the Closing Lender; and (except those representations and warranties that by their terms speak specifically as of the date of this Agreement or some iii) All other date shall be true and correct as of such date), except for such failures to be so true and correct (without giving effect documents Lender may request with respect to any qualification as matter relevant to materiality this Amendment or Material Adverse Effect contained thereinthe transactions contemplated hereby. (b) 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 No Event of its 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 Default shall have occurred and be continuing with respect to either (x) the Company and no Default shall exist, unless such Event of Default or (y) the Company after giving effect to the transactions contemplated Default has been specifically waived in writing by the Branch Purchase AgreementLender. (bc) Borrower shall have performed and complied with all agreements and conditions contained in the Agreement and the other Agreements which are required to be performed or complied with by Borrower before or on the date hereof. (d) The obligation of the Company to consummate the Closing shall be subject to the condition that all representations and warranties contained in the Agreement, as amended hereby, and the other statements of the Investor Agreements shall be true and correct in all material respects as of the date hereof, with the same force and effect as though made on and as 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. (ce) The obligation No material adverse change shall have occurred in the business operations, financial condition or prospects of each of the Investor Borrower, and the Company to consummate the Closing no material adverse litigation shall be subject pending or, to the following additional conditions:knowled~e of Borrower, threatened, against Borrower. (1f) no provision of any applicable law or regulation All corporate and no judgmentlegal proceedings and all documents required to be completed and executed by the provisions of, injunction, order or decree shall prohibit and all instruments to be executed in connection with the transactions contemplated hereby or prohibit the Investor from owning or voting by, this Amendment and any of the Investor Shares; (2) the purchase by the Investor of the Investor Shares related agreements shall not (i) require the Investor or any of its affiliates be satisfactory in form and substance 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedLender.

Conditions. The obligations of the Initial Purchaser to purchase the Notes under this Agreement are subject to the satisfaction (or waiver by the Initial Purchaser) of each of the following conditions: (a) The obligation of All the Investor to consummate the Closing shall be subject to the condition that all representations and warranties and other statements of the Company and the Subsidiary Guarantor contained in this Agreement and in each of the Documents shall be true and correct as of the date of this Agreement hereof and at the date Closing Date. On or prior to the Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied with all of the Closing (except those representations agreements and warranties that by satisfied all conditions on their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except for such failures respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein) as satisfy would not havenot, individually or in the aggregate, have or result in a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) The obligation No injunction, restraining order or order of the Company to consummate the Closing any nature by a Governmental Authority shall be subject to the condition that all representations and warranties and other statements of the Investor shall be true and correct have been issued as of the date Closing Date that would prevent or materially interfere with the consummation of this Agreement the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the date 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 as 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 performedDate. (c) The obligation of each No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Investor 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 the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, have or result in 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 PORTAL. (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 consummate the Notes than that on which the Notes were marketed. (g) The Initial Purchaser shall have received on the Closing shall be subject to the following additional conditionsDate: (i) certificates dated the Closing Date, signed by (1) no provision of any applicable law or regulation the Chief Executive Officer 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 principal financial or accounting officer 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 ActCompany, 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 on behalf of the Company would be aggregated Company, to the effect that (a) the representations and warranties set forth in Section 3 hereof and in each of the Documents and the information in the Perfection Certificate are true and correct in all material respects with the Investor’s securities same force and effect as though expressly made at and as of the Company for purposes of any bank regulation or lawClosing Date, 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 personsb) would represent more than 9.9% of any class of voting securities of the Company outstanding 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 Closing most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after giving effect the date hereof), to the purchase knowledge of such officers, no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would have or result in a Material Adverse Effect, (d) since the date of the Investor Shares contemplated herebymost recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof); and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than as described in the Final Offering Circular or contemplated hereby, neither the Company nor the Subsidiary Guarantor has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company 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 set forth in Section 10.3(e(financial or otherwise) or results of operations or prospects of the Branch Purchase Agreement Company and the Subsidiary Guarantor, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company or the Subsidiary Guarantor that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiary Guarantor, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company and the 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 the form of Exhibit A attached hereto. (v) an opinion, dated the Closing Date, of Mayer, Brown, ▇▇▇▇ & Maw LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (h) The Initial Purchaser shall have received from Deloitte & Touche LLP, independent public accountants under the standards established by the American Institute of Certified Public Accountants, with respect to the Company’s acceptance , (A) a customary comfort letter, dated the date of the proceeds of Final Offering Circular, in form and substance reasonably satisfactory to the Acceptable Financing (as defined Initial Purchaser, with respect to the financial statements and certain financial information contained in the Branch Purchase 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 Deloitte & Touche LLP reaffirms the statements made in its letter furnished pursuant to clause (A). (i) Each of this Agreement), the New Credit Agreement, the Indenture, the Collateral Agreements, the Intercreditor Agreement, the Registration Rights Agreement, the Notes and the Guarantees shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each of the Documents. (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) On the Closing Date, the Company shall have paid or caused to have been paid in cash the reasonable fees and expenses of Mayer, Brown, ▇▇▇▇ & Maw LLP, counsel to the Initial Purchaser. (m) The Collateral Agent shall have received (with a copy for the Initial Purchaser) on the Closing Date: (i) appropriately completed copies of Uniform Commercial Code financing statements naming the Company and the Subsidiary 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 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 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 or the Subsidiary Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement, other than such financing statements that evidence Permitted Liens); (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 Lien granted to the Collateral Agent, for the benefit of the Secured Parties in the collateral described above is of the priority described in the Final Offering Circular; and (ii) no Lien exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the Permitted Liens. (n) All Uniform Commercial Code financing statements or waivedother similar financing statements and Uniform Commercial Code Form UCC-3 termination statements required pursuant to clause (m)(i) and (ii) above (collectively, the “Filing Statements”) shall have been delivered to CT Corporation System or another similar filing service company acceptable to the Collateral Agent (the “Filing Agent”). The Filing Agent shall have acknowledged in a writing reasonably satisfactory to the Collateral Agent and its counsel (i) the Filing Agent’s receipt of all Filing Statements, (ii) that the Filing Statements have either been submitted for filing in the appropriate filing offices or will be submitted for filing in the appropriate offices within ten days following the Closing Date and (iii) that the Filing Agent will notify the Collateral Agent and its counsel of the results of such submissions within 30 days following the Closing Date.

Conditions. (a) 7.1. Conditions to Each Party's Obligations to Effect the Merger. The obligation respective obligations of each party to effect the Investor to consummate the Closing Merger shall be subject to the condition fulfillment at or prior to the Closing Date of the following conditions: 7.1.1. No action or proceeding shall have been instituted before a court or other governmental body by any governmental agency or public authority to restrain or prohibit the 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 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 law or that it intends to commence proceedings to restrain consummation of the Merger. 7.1.2. All consents, authorizations, orders, and approvals of (or 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, 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 HealthStream and QS, taken as a whole, following the Effective Time. 7.1.3. HealthStream shall have received from QS copies of all resolutions adopted by the Board of Directors and shareholders of QS in connection with this Agreement and the transactions contemplated hereby. QS shall have received from HealthStream and Merger Sub copies of all resolutions adopted by the Board of Directors and shareholders of each respective company in connection with this Agreement and the transactions contemplated hereby. 7.2. Conditions to Obligations of QS and the QS Shareholders to Effect the Merger. The obligations of QS and the QS Shareholders to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: 7.2.1. HealthStream shall have performed its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of HealthStream and other statements of the Company Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct as of the date of this Agreement Closing Date, and the date QS shall have received a certificate of the President or the Chief Financial Officer of HealthStream, dated the Closing (except those representations and warranties that by their terms speak specifically as of Date, certifying to such effect. 7.2.2. From the date of this Agreement or some other date through the Effective Time, there shall be true and correct as of such date), except for such failures to be so true and correct (without giving effect to not have occurred any qualification as to materiality or Material Adverse Effect contained therein) as would not have, individually change in the aggregatefinancial condition, business, or operations of HealthStream, that would have or would be reasonably likely to have a HealthStream Material Adverse Effect; . 7.2.3. QS and the condition that the Company QS Shareholders shall have performed received a written opinion, dated as of the Closing Date, from counsel for HealthStream substantially in all material respects all the form of its obligations hereunder theretofore to be performed (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein); Exhibit D attached hereto. 7.2.4. HealthStream and the condition that since the date hereof no Material Adverse Effect Merger Sub shall have occurred and be continuing with respect to either (x) executed the Company or (y) Tax Representation Certificate, substantially in the Company after giving effect to the transactions contemplated by the Branch Purchase Agreementform of Exhibit L attached hereto. (b) 7.3. Conditions to Obligations of HealthStream and Merger Sub to Effect the Merger. The obligation obligations of HealthStream and Merger Sub to effect the Company to consummate the Closing Merger shall be subject to the condition that all fulfillment at or prior to the Closing Date of the following conditions: 7.3.1. QS and the QS Shareholders shall have performed their respective agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of QS and other statements of the Investor QS Shareholders contained in this Agreement and in any document delivered in connection herewith shall be true and correct as of the date of this Agreement Closing Date to the same extent as if made on the Closing Date, and the date HealthStream shall have received a certificate of the President of QS dated the Closing (except those representations and warranties that by their terms speak specifically as of Date, certifying to such effect. 7.3.2. From the date of this Agreement through the Effective Time, there shall not have occurred any change in the financial condition, business, operations, or some other date shall prospects of QS, that would have or would be true and correct as of such date); and the condition that the Investor reasonably likely to have a QS Material Adverse Effect. 7.3.3. HealthStream 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 judgmentreceived a written opinion, 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 dated as of the Closing (after giving effect to Date, from counsel for QS, substantially in the purchase form of the Investor Shares contemplated hereby); andExhibit E attached hereto. (3) the conditions set forth in Section 10 of the Branch Purchase 7.3.4. Jane▇ ▇▇▇▇▇▇▇ ▇▇▇ll have executed an Employment Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined substantially in the Branch Purchase Agreement), form of Exhibit F attached hereto. 7.3.5. QS shall have been satisfied or waivedcomplied with all reasonable requests of HealthStream's audit firm and provided all the information required to complete audits for the years ending December 31, 1996, 1997 and 1998. 7.3.6. Thom▇▇ ▇▇▇▇▇▇ ▇▇▇ll have executed a Consulting Agreement, substantially in the form of Exhibit G attached hereto. 7.3.7. The QS Shareholders shall have executed a Shareholders' Agreement, substantially in the form of Exhibit H attached hereto. 7.3.8. The QS Shareholders shall have executed a Co-Sale Agreement, substantially in the form of Exhibit I attached hereto. 7.3.9. The QS Shareholders shall have executed a Voting Agreement, substantially in the form of Exhibit J attached hereto. 7.3.10. QS shall not have more than one hundred twenty thousand dollars (US$120,000) in total debt. 7.3.11. QS Shareholders shall only be Jane▇ ▇▇▇▇▇▇▇ ▇▇▇ Thom▇▇ ▇▇▇▇▇▇. 7.3.12. QS shall have executed the Tax Representation Certificate, substantially in the form of Exhibit K attached hereto.

Conditions. Section 6.1. Conditions to Each Party’s Obligations. The respective obligations of each party to effect the Closing are subject to the satisfaction or waiver at or prior to the Closing of the following conditions: (a) The obligation All necessary consents and approvals of any Governmental Authority required for the consummation of the Investor transactions contemplated by this Agreement shall have been obtained. (b) No statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by a Governmental Authority that prohibits the consummation of the transactions contemplated by this Agreement shall be in effect. (c) The REIT Stockholder Approval shall have been obtained. Section 6.2. Conditions to consummate the REIT’s and the Operating Partnership’s Obligations. The obligations of the REIT and the Operating Partnership to effect the Closing shall be are further subject to the condition that all satisfaction or waiver at or prior to the Closing of the following conditions: (a) Each of the representations and warranties made by the Advisor Parent in this Agreement that is qualified by reference to materiality or Material Adverse Effect shall be true and other statements correct, and each of the Company other representations and warranties made by the Advisor Parent in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and the date at and as of the Closing Date as if made on that date (except those in any case that representations and warranties that by their terms expressly speak specifically as of the a specified date of this Agreement or some other date shall time need only be true and correct as of such datespecified date or time). (b) The Advisor Parent shall have performed and complied in all material respects with each agreement, except for such failures covenant and obligation required by this Agreement to be so true performed or complied with by it at or before the Closing. (c) Since the date of this Agreement, no event, circumstance or change shall have occurred, that individually or in the aggregate with one or more other events, circumstances or changes, have had or reasonably would be expected to have, a Material Adverse Effect with respect to the Advisor. (d) All consents or approvals listed in Section 6.2(d) of the Advisor Disclosure Schedule, and correct any other consents or approvals the absence of which reasonably would be expected to have a Material Adverse Effect on the Advisor, shall have been obtained and the REIT shall have received copies of such consents in form and substance reasonably satisfactory to the REIT. (without giving e) The Advisor Parent shall have delivered to the REIT a certificate, dated the Closing Date and duly executed by ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or another authorized signatory reasonably acceptable to the REIT, as authorized signatories of the Advisor Parent, in form and substance reasonably satisfactory to the REIT, to the effect of clauses (a) through (d) above. (f) The employment agreements set forth on Section 6.2(f) of the Advisor Disclosure Schedule (collectively, the “Employment Agreements”) shall remain in full force and effect. (g) The Advisor Parent shall have executed and delivered to any qualification the Advisor an unconditional release, dated as of the Closing Date, in the form of Exhibit H, and shall have furnished (a) copy thereof to the REIT, and none of the releases, in the form of Exhibit I, executed and delivered by the executives listed on Section 6.2(g) of the Advisor Disclosure Schedule at or prior to the execution of this Agreement shall have been revoked in accordance with its terms. (h) The Advisor Parent shall have delivered to the REIT, prior to the mailing of the Proxy Statement to the REIT’s stockholders, a counterpart of the Joint Venture Agreement, duly executed by DCTRT, and the Joint Venture Agreement shall remain as of the Closing Date in full force and effect. (i) The Loss Estimate contained in the Loss Certificate delivered by the Advisor Parent shall not have been greater than $5,000,000. Section 6.3. Conditions to the Advisor Parent’s Obligations. The obligations of the Advisor Parent to effect the Closing are further subject to the satisfaction or waiver at or prior to the Closing of the following conditions: (a) Each of the representations and warranties made by the REIT and the Operating Partnership in this Agreement that is qualified by reference to materiality or Material Adverse Effect contained therein) as would not haveshall be true and correct, individually in the aggregate, a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) The obligation each of the Company to consummate the Closing shall be subject to the condition that all other representations and warranties made by the REIT and other statements of the Investor Operating Partnership in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and the date at and as of the Closing Date as if made on that date (except those in any case that representations and warranties that by their terms expressly speak specifically as of the a specified date of this Agreement or some other date shall time need only be true and correct as of such datespecified date or time); . (b) Each of the REIT and the condition that the Investor Operating Partnership shall have performed and complied with, in all of its obligations hereunder theretofore material respects, each agreement, covenant and obligation required by this Agreement to be performedso performed or complied with by it at or before the Closing. (c) The obligation REIT shall have delivered to the Advisor Parent a certificate, dated the Closing Date and duly executed by the REIT’s Chief Executive Officer or Chief Financial Officer, in form and substance reasonably satisfactory to the Advisor Parent, to the effect of each clauses (a) and (b) above. (d) The REIT shall have delivered to the Advisor Parent a counterpart of the Investor and Joint Venture Agreement duly executed by the Company to consummate the Closing shall be subject to the following additional conditions:REIT. (1e) 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 None of the Investor Shares; (2) the purchase releases executed and delivered 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 executives listed on the date of the Closing (after giving effect to the purchase of the Investor Shares contemplated hereby); and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(eSchedule 6.2(g) of the Branch Purchase Agreement with respect Advisor Disclosure Schedule at or prior to the Company’s acceptance execution and delivery of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), this Agreement shall have been satisfied or waivedrevoked in accordance with its terms.

Conditions. (a) The obligation several obligations of the Investor to consummate Company hereunder and the Closing shall be several obligations of the Underwriters hereunder are subject to the condition that all the Registration Statement shall have become effective not later than 5 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters hereunder are subject to the following further conditions: (a) 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 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; (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 North American Prospectuses (exclusive of any amendment or supplements thereto subsequent to 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 in the manner contemplated in the Prospectus; and (iii) there shall not have developed, occurred, or come into effect, any occurrence of national or international consequence or any action, governmental regulation, inquiry or other occurrence of any nature whatsoever which, in the opinion of the Underwriters, seriously effects or may seriously effect the Canadian financial markets or the business of the Company and its subsidiaries on a consolidated basis. (b) The Canadian Prospectus shall have been filed with the Canadian Commissions of each of the Qualifying Provinces in accordance with applicable Canadian Securities Laws and receipts therefore shall have been issued by such Canadian Commissions. (c) You 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 clause (a)(i) above and to the effect that the representations and warranties and other statements of the Company shall be contained in this Agreement are true and correct as of the date Closing Date and that the Company has complied with all of this Agreement the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) You and the date Canadian Affiliates shall have received on the Closing Date an opinion of Jenkens & Gilc▇▇▇▇▇, ▇ Professional Corporation, U.S. counsel for the Company, dated the Closing Date, to the effect that: (i) each U.S. subsidiary of the Closing (except those representations and warranties that by their terms speak specifically as Company is a corporation validly existing in good standing under the laws of the date jurisdiction of this Agreement its U.S. incorporation and has the corporate power and authority to own its property and to conduct its business as described in the North American Prospectuses and is duly qualified to transact business and is in good standing in each U.S. jurisdiction in which the conduct of its business or some other date shall be true and correct as its ownership or leasing of property requires such date)qualification, except for such failures to the extent that the failure to be so true and correct (without giving effect to any qualification as to materiality qualified or Material Adverse Effect contained therein) as be in good standing would not have, individually in the aggregate, have a Material Adverse Effect; the condition that material adverse effect on the Company shall have performed in all material respects all and its U.S. subsidiaries, taken as a whole; (ii) the execution and delivery by the Company of, and the performance by the Company of its obligations hereunder theretofore under, this Agreement will not contravene any provision of U.S. law applicable to the Company or, to such counsel's knowledge, any agreement or other instrument binding upon the Company or any of its subsidiaries filed as an exhibit to the Registration Statement or the Company's Annual Report on Form 10-K for the year ended December 31, 1996, or, to such counsel's knowledge, any judgment, or decree of any U.S. governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of or qualification with any U.S. governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be performed required by the securities or Blue Sky laws of the various states of the U.S. in connection with the offer and sale of the Shares; (without giving effect iii) the statements (1) in the Prospectus under the captions "Business and Properties-- Regulations" and "Description of Capital Stock" and in the first, second, fourth and sixth paragraphs under the caption "Underwriters" and (2) in the Registration Statement under Item 15, in each case only insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to any qualification as to materiality or Material Adverse Effect contained therein); and , fairly present the condition that since the date hereof no Material Adverse Effect shall have occurred and be continuing information called for with respect to either such legal matters, documents and proceedings and fairly summarize the matters referred to therein; (xiv) the Shares have been conditionally approved for listing by the NYSE; (v) after due inquiry, such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the North American Prospectuses and are not so described or of any U.S. statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; (vi) the Company or (y) the Company is not and, after giving effect to the transactions contemplated by offering and sale of the Branch Purchase AgreementShares and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; and (vii) the Registration Statement and Prospectus (except for financial statements and schedules and other financial and statistical data and the reserve or related data and information included therein as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act and the rules and regulations of the Commission thereunder. In such opinion such counsel will state that (i) it has no reason to believe that (except for financial statements and schedules and other financial and statistical data and the reserve or related data and information included therein as to which such counsel need not express any belief) the Registration Statement and the prospectus included therein at the time the Registration Statement became effective 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 and (ii) has no reason to believe(except for financial statements and schedules and other financial and statistical data included therein as to which such counsel need not express any belief) the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (be) The obligation You and the Canadian Affiliates shall have received on the Closing Date an opinion of Burnet, Duck▇▇▇▇▇ & ▇alm▇▇, ▇▇nadian counsel for the Company, dated the Closing Date, to the effect that: (i) the Company is a corporation duly incorporated 10 and validly existing under the federal laws of Canada and has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly registered to carry on business in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so registered would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (ii) the authorized capital stock of the Company conforms as to consummate legal matters to the Closing shall description thereof contained under the heading "Description of Capital Stock" in the Prospectus and the heading "Description of Share Capital" in the Canadian Prospectus; (iii) the Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not, as at the date of issuance, be subject to any statutory preemptive or similar rights, except for the condition that all representations and warranties and other statements of preemptive rights held by the Investor shall be true and correct as of Texas Pacific Group (or affiliates thereof) on the date of terms described in the Registration Statement; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the execution and delivery by the Company of, and the date of performance by 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 Company of its obligations hereunder theretofore to be performed. (c) The obligation under, this Agreement will not contravene any provision of each applicable Canadian law or any charter documents or by-laws of the Investor Company or, to such counsel's knowledge, any agreement or other instrument binding upon the Company filed as an exhibit to the Registration Statement or the Company's Annual Report on Form 10-K for the year ended December 31, 1996, or, to such counsel's knowledge, any judgment, or decree of any Canadian governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of or qualification with any Canadian governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by The Toronto Stock Exchange 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 securities laws of the Investor various Canadian provinces in connection with the offer and sale of the Shares; (vi) the statements (1) in the Prospectus under the captions "Canadian Taxation and the Investment Canada Act" and "Service and Enforcement of Legal Process" and (2) in the purchase Canadian Prospectus under the captions "Plan of Distribution" and "Description of Share Capital", in each case only insofar as such statements constitute summaries 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 and fairly summarize the matters referred to therein; (vii) subject to general investment provisions, the Shares are eligible investments under the statutes listed in the Canadian Prospectus under the heading "Eligibility for Investment" without the investor having recourse to the so-called "basket" provisions of such statutes; (viii) the Shares have been conditionally approved for listing by the Investor TSE, subject to the Company fulfilling all of the Investor Shares shall requirements of the TSE in the manner and within the time limites set forth in the Letter of the TSE dated February 5, 1998; (ix) after due inquiry, such counsel does not (i) require know of any legal or governmental proceeding pending or threatened to which the Investor Company is a party or to which 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 properties of the Company would is subject that are required to be aggregated with described in 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 Canadian Prospectuses 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)are not so described; and (3x) the conditions set forth Canadian Prospectus (except for financial statements and schedules and other financial and statistical data and the reserve or related data and information included therein to which counsel need not express any opinion) complies as to form in Section 10 all material respects with Appendix B of National Policy Statement No. 47 of the Branch Purchase AgreementCanadian Securities Laws. In such opinion such counsel will state that (i) it has no reason to believe that (except for financial statements and schedules and other financial and statistical data and the reserve or related data and information included therein as to which such counsel need not express any belief) the Canadian Prospectus at the time the Canadian Prospectus was filed 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 and (ii) has no reason to believe(except for financial statements and schedules and other financial and statistical data included therein as to which such counsel need not express any belief) the Canadian Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, other than the condition set forth in Section 10.3(e) light of the Branch Purchase Agreement circumstances under which they were made, not misleading. (f) You shall have received on the Closing Date an opinion of Cravath, Swaine & Moor▇, ▇▇ecial counsel for the Underwriters, dated the Closing Date, covering the matters referred to in subparagraphs (iii) (but only as to the statements in the Prospectus under "Description of Capital Stock" and "Underwriters"), (vii) and the last paragraph of Section 5(d) above. (g) You shall have received on the Closing Date an opinion of Osler, Hosk▇▇ & ▇arcourt, special counsel for the Underwriters, dated the Closing Date, covering the matters referred to in subparagraphs (iii), (iv) and the last paragraph of Section 5(e) above. With respect to the last paragraph of Section 5(d) and Section 5(e) above, Jenkens & Gilc▇▇▇▇▇, ▇ Professional Corporation, Burnet, Duck▇▇▇▇▇ & Palmer, Cravath, Swaine & Moor▇ ▇▇▇ Osle▇, ▇▇sk▇▇ & ▇arcourt may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement, the Prospectus and, as applicable, the Canadian Prospectus, and any amendments or supplements thereto and review and discussion of the contents thereof with officers of the Company, but are without independent check or verification except as specified. (h) You 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 you, from Deloitte & Touche, Chartered Accountants, Calgary, Alberta, independent public accountants for the Company, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the Company’s acceptance financial statements and certain financial information contained in the Registration Statement and the North American Prospectuses; provided that the letter delivered on the Closing Date shall use a "cut-off" date not earlier than the date hereof. (i) The Underwriters and the Canadian Affiliates shall have received on the Closing Date a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters, addressed to the Underwriters and the Canadian Affiliates and counsel to the Underwriters from Byer▇ ▇▇▇grain, Montreal, Quebec: (i) regarding compliance with the laws of Quebec relating to the use of the proceeds French language in connection with the documents (including the Canadian Prospectus and any amendments or supplements thereto and certificates representing the Shares) to be delivered to purchasers in Quebec in connection with the offering of the Acceptable Financing Shares; and (as defined ii) to the effect that the French language version of the Canadian Prospectus (including any supplement or amendment thereto), other than with respect to the financial information contained in the Branch Purchase AgreementCanadian Prospectus under the headings o, o and o (collectively, the "Financial Information"), is in all material respects a complete and accurate translation of the English language version thereof and that such versions are not susceptible to any materially different interpretation with respect to material matter contained therein. (j) The Underwriters and the Canadian Affiliates shall have been satisfied or waived.received on the Closing Date an opinion of Deloitte Touche, Chartered Accountants, and Price Waterhouse, Chartered Accountants, dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters, addressed to the Underwriters and the Canadian Affiliates and counsel to the Underwriters to the effect that the French language version of the Financial Information (in respect of which such firm has responsibility for translating) contained in

Conditions. (a) 7.1. Conditions to Each Party's Obligations to Effect the Merger. The obligation respective obligations of each party to effect the Investor to consummate the Closing Merger shall be subject to the condition fulfillment at or prior to the Closing Date of the following conditions: 7.1.1. No action or proceeding shall have been instituted before a court or other governmental body by any governmental agency or public authority to restrain or prohibit the 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 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 law or that it intends to commence proceedings to restrain consummation of the Merger. 7.1.2. All consents, authorizations, orders, and approvals of (or 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, 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 HealthStream or M3 following the Effective Time. 7.1.3. HealthStream shall have received from M3 copies of all resolutions adopted by the Board of Directors and stockholders of M3 in connection with this Agreement and the transactions contemplated hereby. M3 shall have received from HealthStream and Merger Sub copies of all resolutions adopted by the Board of Directors and stockholders of each respective company in connection with this Agreement and the transactions contemplated hereby. 7.1.4. Each M3 Stockholder shall have signed a form of consent which (a) consents to the terms of the Merger and to the taking of stockholder action to approve the Merger without a meeting, (b) acknowledges that he or she is aware of his or her rights to dissent to the Merger and demand payment for his or her shares of M3 Common Stock in accordance with the Texas Act, and (c) waives such rights to dissent and demand payment. 7.2. Conditions to Obligations of M3 and the Principal Stockholders to Effect the Merger. The obligations of M3 and the Principal Stockholders to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: 7.2.1. HealthStream shall have performed its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of HealthStream and other statements of the Company Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct as of the date of this Agreement Closing Date, and the date M3 shall have received a certificate of the President or the Chief Financial Officer of HealthStream, dated the Closing (except those representations and warranties that by their terms speak specifically as of Date, certifying to such effect. 7.2.2. From the date of this Agreement or some other date through the Effective Time, there shall be true and correct as of such date), except for such failures to be so true and correct (without giving effect to not have occurred any qualification as to materiality or Material Adverse Effect contained therein) as would not have, individually change in the aggregatefinancial condition, business, or operations of HealthStream, that would have or would be reasonably likely to have a HealthStream Material Adverse Effect; . 7.2.3. M3 and the condition Principal Stockholders shall have received a written opinion, dated as of the Closing Date, from counsel for HealthStream substantially in the form of Exhibit C attached hereto. 7.2.4. HealthStream shall have executed Employment Agreements with Robe▇▇ ▇▇▇▇▇ ▇▇▇ Will▇▇▇ ▇▇▇▇▇, ▇▇bstantially in the form of Exhibit E attached hereto. 7.2.5. M3 shall have received an opinion of counsel satisfactory to it that the Company Merger will qualify as a reorganization under Section 368(a) of the Code. 7.2.6. HealthStream shall have performed executed Stock Vesting Agreements with Robe▇▇ ▇▇▇▇▇ ▇▇▇ Will▇▇▇ ▇▇▇▇▇, ▇▇bstantially in all material respects all the form of its 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 Exhibit I attached hereto. 7.2.7. HealthStream shall have occurred granted either Robe▇▇ ▇▇▇▇▇ ▇▇ Will▇▇▇ ▇▇▇▇▇ ▇▇▇itation rights to its Board of Directors and be continuing with respect to either (x) shall have executed the Company or (y) Visitation Rights Letter substantially in the Company after giving effect to the transactions contemplated by the Branch Purchase Agreementform of Exhibit J attached hereto. (b) 7.3. Conditions to Obligations of HealthStream and Merger Sub to Effect the Merger. The obligation obligations of HealthStream and Merger Sub to effect the Company to consummate the Closing Merger shall be subject to the condition that all fulfillment at or prior to the Closing Date of the following conditions: 7.3.1. M3 and the Principal Stockholders shall have performed their respective agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of M3 and other statements of the Investor Principal Stockholders contained in this Agreement and in any document delivered in connection herewith shall be true and correct as of the date of this Agreement Closing Date to the same extent as if made on the Closing Date, and the date HealthStream shall have received a certificate of the Chief Executive Officer of M3 and each of the Principal Stockholders dated the Closing (except those representations and warranties that by their terms speak specifically as of Date, certifying to such effect. 7.3.2. From the date of this Agreement or some other date shall be true and correct as of such date); and through 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 judgmentEffective Time, 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 there shall not (i) require have occurred any change in the Investor or any of its affiliates to file a prior notice under the Change in Bank Control Actfinancial condition, business, operations, or otherwise seek prior approval prospects of M3, that would have 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, reasonably likely 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waiveda M3 Material Adverse Effect.

Conditions. (a) The obligation of Lender to be bound by the Investor to consummate the Closing provisions of this Amendment shall be subject to the condition that all representations and warranties and other statements fulfillment of the Company following conditions precedent on or before the date hereof: (a) Lender shall be true and correct as have received all of the date of this Agreement following, each in form and substance satisfactory to Lender, in its sole discretion, and each duly executed by each party thereto, other than Lender: (i) This Amendment; (ii) Sale and Participation Agreement, dated on or about the date hereof, executed by the CIT Group/Business Credit, Inc. ("CIT Group") (the "Participation Agreement"); and (iii) All other documents Lender may request with respect to any matter relevant to this Amendment or the transactions contemplated hereby. (b) Lender shall have received from CIT Group the payment required to be made by CIT Group to Lender pursuant to the provisions of the Closing (except those representations and warranties that Participation Agreement in connection with the purchase by their terms speak specifically as CIT Group of the date of this Agreement or some other date shall be true and correct as of such date), 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 a participation in the aggregate, a Material Adverse Effect; the condition that the Company shall have performed in all material respects all Loans. (c) No Event of its 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 Default shall have occurred and be continuing with respect to either (x) the Company and no Default shall exist, unless such Event of Default or (y) the Company after giving effect to the transactions contemplated Default has been specifically waived in writing by the Branch Purchase AgreementLender. (bd) Borrower shall have performed and complied with all agreements and conditions contained in the Agreement and the other Agreements which are required to be performed or complied with by Borrower before or on the date hereof. (e) The obligation of the Company to consummate the Closing shall be subject to the condition that all representations and warranties contained in the Agreement, as amended hereby, and the other statements of the Investor Agreements shall be true and correct in all material respects as of the date hereof, with the same force and effect as though made on and as 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. (cf) The obligation No material adverse change shall have occurred in the business operations, financial condition or prospects of each of the Investor Borrower, and the Company to consummate the Closing no material adverse litigation shall be subject pending or, to the following additional conditions:knowledge of Borrower, threatened, against Borrower. (1g) no provision of any applicable law or regulation All corporate and no judgmentlegal proceedings and all documents required to be completed and executed by the provisions of, injunction, order or decree shall prohibit and all instruments to be executed in connection with the transactions contemplated hereby or prohibit the Investor from owning or voting by, this Amendment and any of the Investor Shares; (2) the purchase by the Investor of the Investor Shares related agreements shall not (i) require the Investor or any of its affiliates be satisfactory in form and substance 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedLender.

Conditions. (a) The obligation of the Investor Initial Purchaser to consummate purchase the Closing shall be Notes under this Agreement is subject to the condition that all 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) All of the representations and warranties and other statements of the Company and the Subsidiaries contained in this Agreement and in each of the Transaction Documents shall be true and correct as of the date of this Agreement hereof and the date of at the Closing (Date, except those to the extent that the failure of such 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), except for such failures to be so true and correct (without giving effect to any qualification as to materiality or “material,” “materiality,” “Material Adverse Effect contained thereinEffect” or any similar terms, qualifications or limitations to such representations and warranties) as to be true or correct individually or in the aggregate would not havereasonably be expected to have a Material Adverse Effect. On or prior to the Closing Date, the Company and each other party to the Transaction 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 with or satisfied pursuant to the Transaction Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in the aggregate, reasonably be expected to 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 condition 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 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 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 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, there shall not have been any event that would have a Material Adverse Effect. (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 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 of the Company and (2) the Chief Financial Officer of the Company, on behalf of the Company, to the effect that (a) the 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 Company shall have performed in all material respects all failure of its obligations hereunder theretofore to be performed such representations and warranties (without giving effect to any qualification as to materiality or “material,” “materiality,” “Material Adverse Effect contained therein); Effect” or any similar terms, qualifications or limitations to such representations and warranties) to be true or correct individually or in the condition that 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 no Material Adverse Effect shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 since the date of the Closing most recent financial statements in the Pricing Disclosure Package (except those representations and warranties that by their terms speak specifically as exclusive of any amendment or supplement thereto after the date of this Agreement hereof), no event or some other date shall events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would reasonably be true and correct as of such date); and the condition that the Investor shall expected to have performed all of its obligations hereunder theretofore to be performed. a Material Adverse Effect, (cd) 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 since the date of the Closing most recent financial statements in the Pricing Disclosure Package (exclusive of any amendment or supplement thereto after giving effect to the purchase of the Investor Shares contemplated herebydate hereof); and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than as described in the condition set forth in Section 10.3(e) Pricing Disclosure Package or contemplated hereby, neither the Company nor any Subsidiary of the Branch Purchase Agreement 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, financial condition 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, financial condition or results of operations or prospects of the Company and the 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 Secretary of the Company and each Guarantor, certifying such matters as the Initial Purchaser may reasonably request covering such matters as are customarily covered in such certificates. (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 or its counsel. (iv) the opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel to the Company, dated the Closing Date and addressed to the Initial Purchaser, substantially in the form of Exhibit A attached hereto. (v) the opinion of Holme ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, local Colorado counsel to the Company, dated the Closing Date and addressed to the Initial Purchaser, substantially in the form of Exhibit B attached hereto. (vi) the opinion of Carlin, Edwards, ▇▇▇▇▇ & ▇▇▇▇, PLLC, local Michigan counsel to the Company, dated the Closing Date and addressed to the Initial Purchaser, substantially in the form of Exhibit C attached hereto. (vii) the opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, local Oregon counsel to the Company, dated the Closing Date and addressed to the Initial Purchaser, substantially in the form of Exhibit D attached hereto. (viii) the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, General Counsel of the Company, dated the Closing Date and addressed to the Initial Purchaser, substantially in the form of Exhibit E attached hereto. (ix) the opinion of Proskauer Rose LLP, counsel to the Initial Purchaser, dated the Closing Date, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (g) The Initial Purchaser shall have received (A) a customary comfort letter from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent auditors, with respect to the Company’s acceptance , dated as of the proceeds date hereof, in form and substance satisfactory to the Initial Purchaser and its counsel, with respect to the financial statements and certain financial information contained in the Pricing Disclosure Package and (B) a customary bring-down comfort letter from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, dated the Closing Date, in form and substance satisfactory to the Initial Purchaser and its counsel, to the effect that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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. (h) Each of the Acceptable Financing (as defined in the Branch Purchase Agreement), Transaction Documents shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each of the Transaction Documents. (i) 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 Transaction Documents. (j) The terms of each Transaction Document shall conform in all material respects to the description thereof in the Pricing Disclosure Package. (k) The Collateral Agent shall have received (with a copy for the Initial Purchaser) on the Closing Date: (i) modifications to the Mortgages in connection with the issuance of the Notes; (ii) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; and (iii) the Collateral Agent and its counsel shall be satisfied or waivedthat (A) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties in the collateral described above is of the priority described in the Pricing Disclosure Package; and (B) 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.

Conditions. (a) The obligation of the Investor All warranties and representations made by Seller herein to consummate Purchaser (except for any such representation or warranty that expressly relates solely to a date prior to the Closing shall be subject to the condition that all representations and warranties and other statements of the Company Date), after disregarding any materiality qualifications contained therein, shall be true and correct on and as of the Closing Date, with the same effect as if such warranties and representations had been made by Seller to Purchaser on and as of the Closing Date, with only such exceptions as would not, in the aggregate, be reasonably expected to have a material adverse impact on the Assets or the operation of the Stations; (b) Seller shall have performed and complied in all material respects, after disregarding any materiality qualifications contained therein, with all agreements, covenants, and conditions herein required to be performed or complied with on Seller's part on or prior to the Closing Date, with only such exceptions as would not, in the aggregate, be reasonably expected to have a material adverse impact on the Assets or the operation of the Stations; (c) each of the Material Consents shall have been duly obtained and delivered to Purchaser, with no material adverse change to the terms of the Assumed Contracts with respect to which such Material Consent shall have been obtained, unless Purchaser shall have consented in writing to such change; (d) Seller shall be the holder of the FCC Licenses and there shall not have been any modification with respect to such FCC Licenses which has a materially adverse effect on either Station or the conduct of its business or operations other than proceedings generally applicable to the television broadcast industry; (e) no proceeding shall be pending, the effect of which would be to revoke, cancel, fail to renew, suspend, or adversely modify the FCC Licenses; (f) Seller shall have made, or shall stand willing and able to make, all deliveries to Purchaser required to be made pursuant to this Agreement; (g) between the date of this Agreement and the date Closing Date, there shall have been no material adverse change in the condition of either Station or of the Closing Assets; (except those representations and warranties that by their terms speak specifically as h) the consent of the date of this Agreement or some other date shall be true and correct as of such date), except for such failures any governmental authority required 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 obtained for the aggregate, a Material Adverse Effect; the condition that the Company shall have performed in all material respects all consummation of its 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by this Agreement shall have been obtained, and the Branch Purchase Agreement. (b) The obligation of the Company to consummate the Closing shall be subject waiting period with respect to the condition that all representations and warranties and other statements of filings made by the Investor shall be true and correct as of parties under 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 HSR Act 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 expired 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)been terminated; and (3i) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), FCC Consent shall have been satisfied granted without any materially adverse condition to Purchaser, such FCC Consent shall be in full force and effect, and, unless waived by the Purchaser, such FCC Consent shall have become a Final Order. For the purpose of this Agreement, an action or waivedorder of the FCC granting the FCC's Consent shall be deemed to have become a "Final Order" when such action or order shall have been issued by the FCC in writing, setting forth the FCC Consent, and (i) so long as such action or order shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, and (ii) so long as no protest, request for stay, reconsideration or review by the FCC on its own motion or by any third party, petition for FCC reconsideration or for rehearing, application for FCC review, or judicial appeal of such action or order shall be pending, when the period provided by law for initiating such protest, request for stay, reconsideration or review by the FCC on its own motion, petition for FCC reconsideration or for rehearing, application for FCC review, or judicial appeal of such action or order shall have expired.

Conditions. SECTION 7.1. Conditions to the Obligation of Each Party. The respective obligations of Parent, Sub and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all parties: (a) The obligation This Agreement and the Plan of Merger shall have been approved and adopted by the Required Vote; (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Investor to consummate the Closing Merger shall be in effect; (c) All actions by or in respect of or filings with any Governmental Entity required to permit the consummation of the Merger shall have been obtained or made (including the expiration or termination of any applicable waiting period under the HSR Act and any pre-closing clearance required under the antitrust laws of any applicable jurisdiction); and (d) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law, executive order, decree or injunction (whether temporary, preliminary or permanent) which is then in effect and has the effect of making illegal, materially restricting or in any way preventing or prohibiting the Merger. SECTION 7.2. Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger are further subject to satisfaction or waiver at or prior to the condition that all Effective Time of the following conditions: (a) (i) The representations and warranties and other statements of the Company in this Agreement (without giving effect to any materiality or Company Material Adverse Effect qualifications) shall be true and correct as of the date of this Agreement and the date of the Closing (except those representations and warranties that by their terms speak specifically as of the date Effective Time (except for representations and 36 warranties which are as of this Agreement or some other date a specific date, in which event, they shall be true and correct as of such date), except for such failures to be so true and correct (without giving effect to any qualification as to materiality inaccuracies in such representations or Material Adverse Effect contained therein) as would not havewarranties as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; the condition that (ii) the Company shall have performed in all material respects all of its obligations hereunder theretofore required to be performed by it under this Agreement at or prior to Closing; and (iii) the Company shall have delivered to Parent and Sub a certificate to the effect that each of the conditions specified in clauses (i) and (ii) of this Section 7.2(a) is satisfied in all respects, duly executed by an authorized officer of the Company; (b) There shall not be overtly threatened, instituted or pending any action, proceeding, application or counterclaim by any Governmental Entity before any court or governmental regulatory or administrative agency, authority or tribunal which challenges or seeks to challenge, restrain or prohibit the consummation of the Merger; (c) There shall be no Company Stock Awards outstanding as of the Effective Time; and (d) The Company shall have caused to be delivered to Parent resignations of all the directors of the Company and the Subsidiaries effective as of the Effective Time. SECTION 7.3. Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) The representations and warranties of Parent and Sub in this Agreement (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 have occurred and be continuing with respect to either (xmaterial adverse effect qualifications) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 as of the Closing Effective Time (except those for representations and warranties that by their terms speak specifically which are as of the date of this Agreement or some other date a specific date, in which event, they shall be true and correct as of such date); , except for such inaccuracies in such representations or warranties as, individually or in the aggregate, would not reasonably be expected, individually or in the aggregate, to prevent or materially delay the performance by Parent or Sub of any of its obligations under this Agreement, the consummation of the Merger or the other transactions contemplated herein; (b) Parent and the condition that the Investor Sub shall have performed in all of its material respects all obligations hereunder theretofore required to be performed.performed by them under this Agreement at or prior to Closing; and (c) The obligation Parent and Sub shall have delivered to the Company a certificate to the effect that each of the conditions specified in Sections 7.3(a) and (b) is satisfied in all respects, duly executed by an authorized officer of each of the Investor Parent 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedSub.

Conditions. (a) CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERS. The obligation respective obligations of each party to effect the Investor to consummate the Closing Mergers shall be subject to the condition that all representations and warranties and other statements fulfillment at or prior to the Closing Date of the Company shall be true and correct as of the date of following conditions: (i) this Agreement and the date transactions contemplated hereby shall have been approved and adopted by the Requisite Stockholder Approvals of the Closing Sellers under applicable law and applicable listing requirements; (except ii) the shares of Parent Common Stock issuable in the Mergers and those representations and warranties that by their terms speak specifically as 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 Registration Statement shall have become effective in accordance with the provisions of the date of this Agreement or some other date shall be true Securities Act, and correct as of no stop order suspending such date), 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 effectiveness shall have performed been issued and remain in all material respects all of its obligations hereunder theretofore to be performed (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein); and the condition no proceeding for that since the date hereof no Material Adverse Effect purpose shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated been instituted by the Branch Purchase Agreement.SEC or any state regulatory authorities; (biv) The obligation no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of any 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 Mergers shall have performed all of been issued and remain in effect (each party agreeing to use its obligations hereunder theretofore reasonable efforts 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 have any applicable law or regulation and no judgment, such injunction, order or decree shall prohibit the transactions contemplated hereby or prohibit the Investor from owning or voting any of the Investor Shareslifted); (2v) the purchase no action shall have been taken, and no statute, rule or regulation shall have been enacted, 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 government or governmental agency in the Investor or United States which would prevent the consummation of any of its affiliates to become a bank holding company; the Mergers or (iii) cause make the Investor, together with consummation of any other person whose securities of the Company would be aggregated with Mergers illegal; (vi) all governmental waivers, consents, orders and approvals legally required for the Investor’s securities consummation of the Company for purposes of any bank regulation or law, to collectively be deemed to own, control or have Mergers and 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 transactions contemplated hereby), and all consents from lenders required to consummate 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 (3vii) the conditions set forth Sellers and Purchasers shall have received an opinion of Coopers & Lybrand LLP, in form and substance reasonably satisfactory to th▇ ▇▇▇▇▇rs and Purchasers, dated the Closing Date, to the effect that (A) Merger 3 will qualify as a reorganization under Section 10 368 of the Branch Purchase Agreement, other than Code and (B) Parent and Convest will each be a "party to a reorganization" within the condition set forth in Section 10.3(emeaning of 368(b) of the Branch Purchase Agreement Code with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedMerger 3.

Conditions. (a) The obligation Except as otherwise provided herein, you will have all rights of a shareholder with respect to the Investor Restricted Shares, including, without limitation, the right to consummate vote the Closing Restricted Shares and receive any cash and stock dividends with respect to such Restricted Shares. Any shares issued to you as a stock dividend with respect to the Restricted Shares 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 same restrictions under this Agreement and as 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), 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 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 have occurred and be continuing Restricted Shares with respect to either (x) which such stock dividends were issued and shall bear the Company or (y) same legends as the Company after giving effect to the transactions contemplated by the Branch Purchase AgreementRestricted Shares. (b) The obligation In the event that the shares of the Company, as a result of a combination of shares or any other change or exchange for other securities, by reclassification, reorganization or otherwise, is increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company to consummate or of another entity, the Closing number of the Restricted Shares shall be subject appropriately adjusted to the condition that all representations and warranties and other statements of the Investor reflect such change. If any such adjustment shall result in a fractional share, such fraction 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 performeddisregarded. (c) The obligation Restricted Shares, and all rights related thereto, may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of each prior to the time that the Restricted Shares vest as provided herein. (d) If your employment with the Company is terminated for any reason, you shall forfeit your right as to any unvested Restricted Shares as of the Investor date of such termination of employment, and the Company to consummate the Closing unvested Restricted Shares shall be subject canceled. The provisions of this Paragraph 3(d) shall not apply to the following additional conditions:any vested Restricted Shares. (1e) no provision Any sale, transfer, assignment or other disposition by you 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 Restricted Shares shall not (i) require the Investor or any of its affiliates to file a prior notice under the Change be made in Bank Control Act, or otherwise seek prior approval or non-objection of any compliance with all federal and 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 laws. The Compensation Committee of the Company would may from time to time impose any conditions on the Restricted Shares as it deems necessary or advisable to ensure such shares are issued and resold in compliance with all applicable federal and state securities laws. (f) On or after a vesting date, the Company shall notify you if and when the restrictions on the vested Restricted Shares have lapsed. Within ten (10) business days of a vesting date, the Company shall deliver to you a certificate for the vested shares without any legend or restrictions, except for such restrictions as may be aggregated imposed by the Company, in its sole judgment, under Paragraph 3(e) of this Agreement, provided that no certificates for shares will be delivered to you until appropriate arrangements have been made with the Investor’s Company for the withholding of any taxes which may be due with respect to such shares. The Company may condition the delivery of certificates for shares upon the prior receipt from you of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. (g) Nothing in this Agreement shall confer on you any right to continue in the employ of the Company for purposes or any subsidiary 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 affiliate of the Company outstanding on or any successor to any of them, or affect the date right of the Closing (after giving effect Company or any such subsidiary, affiliate or successor to the purchase of the Investor Shares contemplated hereby); and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedterminate your employment at any time.

Conditions. (a) Conditions to the Company's Obligations. The Company's --------------------------------------- obligation of to issue and sell the Shares and the Warrant to the Investor to consummate the Closing shall be subject to the condition that all following conditions, any one or more of which may be waived in writing by the Company: (i) The representations and warranties and other statements of made by the Company Investor herein shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and the Investor shall have performed in all material respect all obligations and agreements, and complied in all material respect with all covenants, contained herein, to be performed and complied with by the Investor on or prior to the Closing Date. The Company shall have received a certificate signed on behalf of the Investor by an officer or the managing member of the Investor, dated as of the date of the Closing Date, to such effect. (except those ii) All governmental and regulatory approvals and clearances necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained and shall be in full force and effect, including, without limitation, expiration of the applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Acts of 1976, as amended (the "HSR Act"), and the Company shall be reasonably satisfied that the consummation of such transactions does not and will not contravene any applicable laws. (iii) There shall be no litigation, proceeding or other action seeking an injunction or other restraining order, damages or other relief from a governmental authority pending or threatened which, in the reasonable judgment of the Company, would materially adversely affect the consummation of the transactions contemplated by this Agreement on the terms contemplated hereby. (b) Conditions to the Investor's Obligations. The Investor's ---------------------------------------- obligation to purchase the Shares and the Warrant shall be subject to the following conditions, any one or more of which may be waived in writing by the Investor: (i) The representations and warranties that made by their terms speak specifically the Company herein shall be true and correct in all material respects, in each case as of the date of this Agreement or some other date shall be true and correct as of such date)the Closing Date as though made on and as of the Closing Date, 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 respect all of its obligations hereunder theretofore and agreements, and complied in all material respect with all covenants, contained herein (including, without limitation, in the Schedules hereto), to be performed (without giving effect and complied with by the Company on or prior to any qualification as to materiality or Material Adverse Effect contained therein); and the condition that since the date hereof no Material Adverse Effect Closing Date. The Investor shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) The obligation received a certificate signed on behalf of the Company to consummate by the Closing shall be subject to chief executive officer and the condition that all representations and warranties and other statements chief financial officer of the Investor shall be true and correct Company, dated as of the date of this the Closing Date, to such effect. (ii) Since the date hereof, no change, occurrence or development shall have occurred, been threatened or become known to the Investor that could reasonably be expected to have a material adverse effect on the business, operations, prospects, properties, earnings, assets, liabilities or condition (financial or other) of the Company and its subsidiaries, taken as a whole (other than any change, occurrence or development to the extent attributable to conditions generally affecting the industries in which the Company participates, the U.S. economy as a whole, or the equity capital markets generally) or on the ability of the Company to perform its obligations hereunder or under the Warrant or the Registration Rights Agreement ("Material Adverse Effect"). The Investor shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company, dated as of the date of the Closing Date, to such effect. (except those representations iii) All governmental and warranties that by their terms speak specifically as regulatory approvals and clearances and all third-party consents necessary for the consummation of the date of transactions contemplated by this Agreement or some other date shall have been obtained and shall be true in full force and correct as effect, including, without limitation, expiration of such date); the applicable waiting period under the HSR Act, and the condition that the Investor shall have performed all be reasonably satisfied that the consummation of its obligations hereunder theretofore to be performedsuch transactions does not and will not contravene any applicable law. (civ) The obligation of each There shall be no litigation, proceeding or other action seeking an injunction or other restraining order, damages or other relief from a governmental authority pending or threatened which, in the reasonable judgment of the Investor and Investor, would materially adversely affect the Company to consummate the Closing shall be subject to the following additional conditions: (1) no provision consummation 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 Agreement on the date of the Closing (after giving effect to the purchase of the Investor Shares terms contemplated hereby); and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.

Conditions. The obligation of the Purchaser to purchase the Bonds and the obligation of the Issuer to sell the Bonds are subject to satisfaction of the following conditions precedent: (a) The obligation representations of the Investor to consummate Issuer, the Closing shall be subject to the condition that all representations Purchaser and warranties and other statements of the Company shall in this Bond Purchase Agreement will be true and correct on and as of the date of this Agreement Closing Date as if made on and the date as of the Closing Date. (except those representations and warranties that by their terms speak specifically as b) As of the date of this Agreement or some other date shall be true and correct Closing Date, no Default (as of such date), 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 defined in the aggregateIndenture) or Event of Default (as defined in the Lease) will have occurred and be continuing, a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its 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 event will have occurred and be continuing which, with respect to either (x) the Company lapse of time or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) The obligation of the Company to consummate the Closing shall be subject to the condition that all representations and warranties and other statements notice or both, would constitute a Default or Event 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 performedDefault. (c) The obligation of each On or before the Closing Date, all actions required to be taken as of the Investor Closing Date in connection with the Bonds, the Bond Ordinance and the Bond Documents by the Issuer and the Company will have been taken, and the Issuer and the Company will each have performed and complied with all agreements, covenants and conditions required to consummate be performed or complied with by the Bond Ordinance and the Bond Documents. (d) The Indenture will have been duly executed and delivered by the Issuer, the Company, the Purchaser and the Depositary. The Lease will have been duly executed by the Issuer and the Company. Each of the Bond Documents, the Bond Ordinance and all other official action of the Issuer relating to the Bonds, the Project and the Bond Documents will be in full force and effect on the Closing shall be subject to Date and will not have been amended, modified or supplemented on or before the following additional conditionsClosing Date. (e) The Issuer, the Company and the Purchaser will have received the following, each dated the Closing Date: (1) no provision the opinion of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit Bond Counsel substantially in the transactions contemplated hereby or prohibit the Investor from owning or voting any of the Investor Shares;form set forth in (2) a certificate of and with reference to the purchase Issuer signed by the Investor a duly authorized officer of the Investor Shares shall not Issuer to the effect set forth in subsections (ia), (b), (c) require and (d) of this Section 7; (3) a certificate of and with reference to the Investor or any of its affiliates to file Company signed by 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 duly authorized officer of the Company would be aggregated to the effect set forth in subsections (a), (b), (c) and (d) of this Section 7; (4) opinions of counsel to the Company and the Purchaser in a form acceptable to the Issuer; (5) the opinion of counsel to the Issuer in a form acceptable to the Company and the Purchaser; (6) a certificate of and with reference to the Investor’s securities Purchaser signed by a duly authorized officer 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 Purchaser to the purchase effect set forth in subsections (a) and (d) of the Investor Shares contemplated hereby)this Section 7; and (37) the conditions set forth in Section 10 a certificate of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) Depositary signed by a duly authorized officer of the Branch Purchase Agreement with respect Depositary, to the Company’s acceptance effect that (A) he or she is an authorized officer of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.Depositary;

Conditions. (a) The obligation of the Investor Purchasers to consummate purchase the Closing shall be Series A Notes under this Agreement is subject to the condition that all satisfaction or waiver of each of the following conditions: (i) All the representations and warranties and other statements of the Company Issuer in this Agreement 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 of the date of this Agreement written) at and the date as of the Closing (except those representations Date after giving effect to the Transactions with the same force and warranties that by their terms speak specifically effect as if made on and as of such date. On or prior to the Closing Date, the Issuer shall have performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on its part to be performed, complied with or satisfied pursuant to this Agreement. (ii) The Offering Circular shall have been printed and copies made available to the Purchasers not later than 12:00 noon, New York City time, on the first business day following the date of this Agreement or some other at such later date and time as the Purchasers 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 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 any of the Transactions. No Proceeding shall be true and correct as of such date)pending or threatened other than Proceedings that (A) if adversely determined could not, except for such failures to be so true and correct (without giving effect to any qualification as to materiality singly or Material Adverse Effect contained therein) as would not have, individually in the aggregate, adversely affect the issuance or marketability of the Series A Notes and (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 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) The Purchasers shall have received on the Closing Date (A) certificates dated the Closing Date, signed by (1) the President and (2) the principal financial or accounting officer of the Issuer, on behalf of the Issuer, (x) confirming the matters set forth in paragraphs (i) through (v) of this Section 9(a) and (y) certifying as to such other matters as the Purchasers may reasonably request, (B) a certificate, dated the Closing Date, signed by the Secretary of the Issuer, certifying such matters as the 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 Purchasers. (viii) The Purchasers shall have received: (1) an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Issuer ("Winston & ▇▇▇▇▇▇"), dated the Closing Date, in the form of Exhibit A hereto; and (2) an opinion, dated the condition Closing Date, of ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois), in form and substance reasonably satisfactory to the Purchasers covering such matters as are customarily covered in such opinions. (ix) The Purchasers shall have received from Ernst & Young LLP (A) a customary comfort letter, dated the date of the Offering Circular, in form and substance reasonably satisfactory to the 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 Purchasers, to the effect that they reaffirm the statements made in the letter furnished pursuant to clause (A), except that the Company specified date referred to shall be a date not more than five days prior to the Closing Date. (x) The Documents shall have performed been executed and delivered by all parties thereto and the Purchasers shall have received a fully executed original of each Document. (xi) The Purchasers 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 Purchasers, evidencing (1) the repayment of the outstanding indebtedness of the Issuer under the Old Credit Facility (as defined in the Offering Circular) and (2) the release of all Liens created under the Old Credit Facility on each item constituting Collateral under the Indenture, and each such release shall be in full force and effect. (xii) The Purchasers shall have received copies of commitments to issue ALTA title insurance policies on the real property collateral in form and substance satisfactory to the Purchasers. (xiii) The Trustee shall have received executed copies of each UCC-1 financing statement signed by the Issuer, naming the Trustee as secured party and filed in such jurisdictions as the Purchasers may reasonably require. (xiv) The Issuer shall have entered into the New Credit Facility and an amendment to the Securities Purchase Agreement on or prior to the Closing. (xv) Counsel to the Purchasers 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 in order to evidence the accuracy, completeness or satisfaction in all material respects all of its obligations hereunder theretofore to be performed (without giving effect to any qualification as to materiality of the representations, warranties or Material Adverse Effect contained therein); and the condition that since the date hereof no Material Adverse Effect shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreementconditions herein contained. (b) The obligation of the Company Issuer to consummate sell the Closing shall be Series A Notes under this Agreement is subject to the condition that all satisfaction or waiver of each of the following conditions: (i) The Purchasers shall have delivered payment to the Issuer for the Series A Notes pursuant to Sections 2 and 4 of this Agreement. (ii) All of the representations and warranties and other statements of the Investor Purchasers in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement Closing Date, with the same force and the date of the Closing (except those representations effect as if made on 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. (ciii) The obligation No injunction, restraining order or order of each any nature by a Governmental Authority shall have been issued as of the Investor Closing Date that would prevent or interfere with the issuance and sale of the Company to consummate the Closing shall be subject to the following additional conditions: (1) no provision of any applicable law or regulation Series A Notes; and no judgment, injunction, stop order suspending the qualification or decree shall prohibit the transactions contemplated hereby or prohibit the Investor exemption from owning or voting qualification of any of the Investor Shares; (2) the purchase by the Investor of the Investor Shares Series A Notes in any jurisdiction shall not (i) require the Investor have been issued and no Proceeding for that purpose shall have been commenced or any of its affiliates to file a prior notice under the Change in Bank Control Act, be pending 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 contemplated as of the Closing (after giving effect to the purchase of the Investor Shares contemplated hereby); and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedDate.

Conditions. (a) The obligation 2.1 Completion shall be conditional upon: 2.1.1 the German Federal Cartel office having cleared the purchase of the Investor to consummate Shares or the Closing relevant statutory waiting periods having expired (the filing for which shall be subject to the condition that all representations and warranties and other statements of the Company shall be true and correct as of made within two business days from the date of this Agreement Agreement); 2.1.2 there having been no material unremedied breach of any of the provisions of Clauses 6.1 and 6.2; 2.1.3 there having been no event not Disclosed in the Disclosure Letter of even date or the disclosure or discovery of any existing fact or circumstance between the date hereof and the date Completion Date which has not been remedied that would be (or could be reasonably expected to be ) adverse to the business, assets, condition, operating results, or operations of the Closing Company (except those representations and warranties that by their terms speak specifically including the Subsidiary), taken as whole, which are in aggregate in excess of £300,000 excluding, for the avoidance of doubt, (i) termination or receipt of intention to terminate, the contracts Disclosed at paragraph 5.1 of the Disclosure Letter of even date or (ii) the resignation of any employee of the Company; 2.1.4 the Company shall have facilitated verbal conversations between a representative of LOUD Technologies Inc and the following distributors; Dah C▇▇▇▇ ▇▇▇▇ Ltd, Adagio, S.A, Algam, Atlantic Audio Gmbh and one UK dealer to be mutually agreed; 2.1.5 the Company shall have facilitated verbal conversations between a representative of LOUD Technologies Inc and the following suppliers, Sarivale, Lab Gruppen, and B&C Speakers and TC Electronics; and 2.1.6 no suit, action or other proceeding shall be pending or threatened in writing before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the performance of this Agreement or some other date shall be true and correct as of such date), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 consummation of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit of the transactions contemplated hereby or prohibit the Investor from owning or voting declare unlawful 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 regulatortransactions contemplated hereby; (ii) require the Investor or cause any of its affiliates the transactions contemplated by this Agreement to become a bank holding companybe rescinded following consummation; or (iii) cause affect adversely the Investor, together with any other person whose securities right of the Company would Purchaser to own the Shares or control the Company, and no such injunction, judgment, order, decree or ruling shall have been entered or be aggregated with the Investor’s securities in effect. 2.2 If any 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 out in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), Clause 2.1 shall not have been satisfied or waivedwaived in writing by the Purchaser by 5 April 2007 (the “Long Stop Date”), this Agreement (except for the provisions of this Clause and of Clauses 1 (Definitions, interpretation and third party rights), 8 (Guarantee), 14 (Announcements), 17 (Notices), 18 (Governing law and jurisdiction) shall be null and void and of no further effect and the Parties shall be released and discharged from their respective obligations under this Agreement, provided that such termination of this Agreement shall be without prejudice to the rights of the Parties in respect of any breach of clause 2 of this Agreement occurring before the termination. 2.3 The Purchaser in respect of the condition in 2.1.1 and the Purchaser and the Vendors in respect of the remaining conditions each shall use all reasonable endeavours to fulfil or procure the fulfillment of the Conditions as soon as possible and in any event before the Long Stop Date and shall: 2.3.1 keep each other regularly informed of the progress towards satisfaction of each such condition; 2.3.2 immediately notify each other in writing as soon as they are aware that each such condition has been satisfied or has become incapable of satisfaction; and 2.3.3 produce to the other such evidence as the other shall reasonably require of the satisfaction of each such condition capable of satisfaction. 2.4 The Purchaser undertakes that in the event that Completion does not take place as a result of the condition in 2.1.1 above not being fulfilled that it will pay to the Vendors the sum of £250,000.

Conditions. (a) The obligation This policy , any endorsement hereon and the schedule shall be read together as one contract and any word or expression to which a specific meaning has been attached in any part of this policy or of the Investor schedule shall bear such specific meaning wherever it may appear. 1. In the event of any incident, circumstance which may give rise to consummate a claim for indemnity under this policy, the Closing 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 to of indemnity hereunder , or incur any costs or expenses in connection therewith , without the condition that all representations and warranties and other statements written consent of the Company Insurer , which be entitled to take over and conduct in the name of the insured the defense and / or settlement of any such claim, any such claim , for which purpose the Insured shall be true give all the information and correct as 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 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 Agreement insurance does not apply to claims made against the Insured by reason of any negligent act , error or 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 date Insurer, this insurance shall be governed by the law of the Closing (except those representations country specified in the schedule, whose courts only shall have jurisdiction in any 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 warranties that all claims there under shall be forfeited. 8. If any claim covered by their terms speak specifically as this policy is also covered in whole or in part by other insurance, the liability of the date of this Agreement or some other date company shall be true and correct as limited to their ratable proportion of such date), except for such failures claim. 9. The indemnity provided by this policy is restricted to be so true and correct (without giving effect to any qualification as to materiality apply in respect of a) compensation resulting from judgment rendered by or Material Adverse Effect contained therein) as would not have, individually obtained from a court of competent jurisdiction in the aggregateterritory 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 Material Adverse Effect; local , legal regulation regarding cancellation , this insurance may be cancelled by the condition that Insured at any time by giving written notice to the Company Insurer . this insurance may also be cancelled by or on behalf of the Insurer 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 have performed in all material respects all be effective . The mailing of its obligations hereunder theretofore to such notice as aforesaid shall be performed (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein); sufficient proof of notice and the condition that since this insurance shall terminate at the date hereof no Material Adverse Effect shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated hour specified in such notice. 11. If this insurance is cancelled by the Branch Purchase Agreement. (b) The obligation Insured, the Insurer shall refund the customary short rate proportion 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 performedpremium hereon. (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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.

Conditions. (a) The obligation of the Investor Buyer to consummate the Acquisition on the Closing shall be Date is subject to the condition that satisfaction of the following conditions (any or all of which may be waived by Buyer, in its sole discretion, in whole or in part, to the extent permitted by applicable law): (i) each of the representations and warranties and other statements of the Company Seller contained herein shall be true and correct in 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 covenants and provisions of this Agreement required to be performed or complied with by it between the date hereof and the Closing Date; (iii) since 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 Agreement, no event or some other date shall be true and correct as of such date), 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 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 circumstance shall have occurred and be continuing that has had, or is reasonably likely to have, a material adverse effect on the 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 either (x) the Company or (y) the Company after giving effect to consummation of the transactions contemplated by this Agreement, or which might, in the Branch Purchase Agreement. 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 (bB) The obligation there shall not be in effect any Order of a Government Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the Company to consummate the Closing shall be subject to the condition that all representations and warranties and other statements consummation 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 Sharesby this Agreement; (2v) Buyer and Seller shall have received all third-party consents and approvals required with respect to the purchase by assumption by, and the Investor assignment to, Buyer of the Investor Shares Lease; (vi) Buyer shall not (i) require have obtained or discovered, in the Investor or any course of its affiliates due diligence review referred to file a prior notice under in Section 5.1 above, information concerning Seller or the Change Assets which, in Bank Control Actthe reasonable judgment of Buyer, could materially adversely affect the business, assets, financial condition or otherwise seek prior approval or non-objection results 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 operations of the Company would be aggregated with the Investor’s securities of the Company for purposes of any bank regulation Seller or law, to collectively be deemed to own, control or have the power to vote securities which Buyer (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 in Section 10 of the Branch Purchase Agreement, other than provided that the condition set forth in Section 10.3(ethis clause (vi) will lapse on the Closing Date); (vii) Buyer shall have received a certificate to the effect set forth in clauses (i) and (ii) above, dated the Closing Date and signed by a duly authorized officer of Seller; (viii) Buyer shall have received a certificate of the Branch Purchase Agreement with respect to Secretary of each Seller, dated the Company’s acceptance Closing Date, setting forth resolutions of the proceeds Board of Directors and of the Acceptable Financing (shareholders or members, as defined in applicable, of Seller authorizing the Branch Purchase Agreement)execution and delivery of this Agreement and each document and instrument required to be executed and delivered by Seller hereunder and the consummation of the transactions contemplated hereby and thereby, shall and certifying that such resolutions were duly adopted and have not been satisfied rescinded or waived.amended as of the Closing Date;

Conditions. 8.1 The Insured shall give written notice to the Company as soon as reasonably practicable of any claims made against the Insured (aor any specific event or circumstances that may give rise to a claim being made against the Insured) The obligation and which forms the subject of indemnity under this policy and shall give all such additional information as the Company may require. Every claim, writ, summons or process and all documents relating to the event shall be forwarded to the Company immediately they are received by the Insured. 8.2 No admission offer promise or payment shall be made or given by or on behalf of the Investor Insured without the written consent of the Company. 8.3 The Company will have the right but in no case the obligation, to consummate take over and conduct in the Closing name of the insured the defence of any claims and will have full discretion in the conduct of any proceedings and in the settlement of any claim and having taken over the defence of any claim may relinquish the same. All amounts expended by the Company in the defence, settlement or payment of any claim will reduce the limits of indemnity specified in the Schedule of the Policy. In the event that 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 right will serve to modify or expand in any 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 be subject 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 condition that all representations Company at the time when this policy was effected and warranties 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 other statements of upon such payment being made the Company shall relinquish the conduct and control of and be true under no further liability in connection with such claims. <<< 15 >>> 8.7 The Policy and correct 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 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 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 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 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 Company shall disclaim liability to the Insured for any claim hereunder and such claim shall not within 12 calendar months from the date of this Agreement and such disclaimer have been made the date subject matter of suit in a court of Law then the Closing (except those representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date claim shall be true and correct as of such date), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 been abandoned and shall not thereafter be recoverable hereunder. <<< 16 >>> 8.13 The Company shall not be liable to vote securities which (assuming, for make any payment under this purpose only, full conversion and/or exercise of such securities by the Investor and such other persons) would represent more than 9.9% Policy in respect of any class of voting securities 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 Company outstanding Insured and/or if the insurance has been continued in consequence of any material mis-statement or the non- disclosure of any material information by or on the date behalf of the Closing (after giving effect to the purchase of the Investor Shares contemplated hereby); and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedInsured.

Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent (the date on which the following conditions are satisfied or waived, the “Amendment No. 2 Effective Date”): (a) The obligation of the Company and Investor shall have executed and delivered this Amendment. (b) after giving effect to consummate this Amendment, the Closing shall be subject to the condition that all representations and warranties contained in the Note Purchase Agreement and in each other statements of Note Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the Company text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date hereof to the same extent as though made on and as of this Agreement and such date, except to the date of the Closing (except those extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that by their terms speak specifically such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as of to “materiality” or “Material Adverse Effect” in the date of this Agreement or some other date text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date), except for such failures to be so true and correct ; (without c) after giving effect to this Amendment, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated herein that would constitute an Event of Default or a Default; (d) each Note Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with the transactions contemplated by this Amendment and each other Note Document and each of the foregoing shall be in full force and effect. All applicable waiting periods shall have expired without any qualification action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the this Amendment and each other Note Document or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired; (e) the Company shall have delivered to the Investor an originally executed closing certificate, certifying as to materiality the conditions set forth in Sections 3(b), (c) and (h) of this Amendment; (f) on the Amendment No. 2 Effective Date, the Investor shall have received a Solvency Certificate of the chief financial officer or treasurer of the Company substantially in the form of Exhibit G, dated as of the Amendment No. 2 Effective Date; (g) there shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments pending or, to the Company’s knowledge, threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable judgment of the Investor, singly or in the aggregate, materially impairs any of the other transactions contemplated by this Amendment and each other Note Document, or that would have a Material Adverse Effect contained thereinEffect; (h) as would not havesince December 31, individually 2023, no event, circumstance or change shall have occurred that has caused or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect; and (i) all actual and documented reasonable out-of-pocket costs, fees and expenses of Ropes & Gray LLP, as counsel to the condition that the Company shall have performed in all material respects all of its obligations hereunder theretofore Investor, as invoiced on or prior 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 have occurred in connection with this Amendment and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 documents 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), connection herewith shall have been satisfied or waivedpaid.

Conditions. (a) The obligation of the Investor In addition to consummate the Closing shall be being subject to the condition that all representations and warranties and other statements satisfaction of the Company conditions contained in Sections 6.01 and 6.02, the obligation of an Issuing Bank to issue any Letter of Credit is subject to the satisfaction in full of the following conditions: (i) the Applicable Borrower shall have delivered to the applicable Issuing Bank (with a copy to the Administrative Agent) an L/C Application in the manner prescribed in Section 4.04, and the proposed Letter of Credit shall be true reasonably satisfactory to such Issuing Bank as to form and correct content; and (ii) as of the date of issuance, no order, judgment or decree of any court, 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 such Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of that Letter of Credit or shall impose upon the Issuing Bank with respect to any 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 Issuing Bank as of the date of this Agreement and which 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), except for such failures Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreementit. (b) The obligation No Issuing Bank shall extend, renew, or amend any Letter of Credit unless 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 requirements of this Agreement Section 4.03 are met as though a new Letter of Credit were then being requested 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 performedissued. (c) The obligation of each of the Investor and the Company to consummate the Closing shall be subject Notwithstanding anything herein to the following additional conditions: (1) contrary, the Issuing Bank shall have no provision of any applicable law or regulation obligation hereunder to issue, 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 issue, any Letter of Credit the proceeds of which would be made available to any Person (i) require to fund in violation of applicable Sanctions any activity or business of or with any Sanctioned Person or in any country or territory that, at the Investor or any time of its affiliates to file a prior notice under such funding, is the Change in Bank Control Act, or otherwise seek prior approval or non-objection subject of any state Sanctions or federal banking regulator; (ii) require the Investor or in any of its affiliates to become manner that would result in 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 violation of any bank regulation or law, Sanctions by any party 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.

Conditions. 3.1 This Settlement Agreement shall not be deemed in any respect to constitute an admission by any party that any allegation or contention in this proceeding is true or false. Except as specified in this Settlement Agreement to accomplish the customer benefit intended by this Settlement Agreement, the entry of an order by the Department approving the Settlement Agreement shall not in any respect constitute a determination by the Department as to the merits of any other issue raised in this proceeding. 3.2 The making of this Settlement Agreement establishes no principles and shall not be deemed to foreclose any party from making any contention in any future proceeding or investigation, except as to those issues and proceedings that are stated in this Settlement Agreement as being specifically resolved and terminated by approval of this Settlement Agreement. 3.3 This Settlement Agreement is the product of settlement negotiations. The Settling Parties agree that the content of those negotiations (aincluding any work papers or documents produced in connection with the negotiations) The obligation are confidential, that all offers of settlement are without prejudice to the position of any party or participant presenting an offer or participating in the discussion, and, except to enforce rights related to this Settlement Agreement or defend against claims made under this Settlement Agreement, that they will not use the content of those negotiations in any manner in these or other proceedings involving one or more of the Investor parties to consummate this Settlement Agreement, or otherwise. 3.4 The provisions of this Settlement Agreement are not severable. This Settlement Agreement is conditioned on its approval in full by the Closing Department. 3.5 This Settlement Agreement is also contingent upon, and the Company warrants, the provision of accurate, truthful and updated information by the Company during the settlement negotiation process through the Department’s final order. Notwithstanding any other part of this Settlement Agreement to the contrary, this article 3.5 shall be subject binding on the Settling Parties upon execution of the Settlement Agreement. 3.6 If the Department does not approve the Settlement Agreement in its entirety by December 29, 2006, this filing shall be deemed to be withdrawn and shall not constitute a part of the record in any proceeding or used for any other purpose. 3.7 To the extent permitted by law, the Department shall have its usual jurisdiction to implement the terms of this Settlement Agreement. Nothing in this Settlement Agreement, however, shall be construed to prevent or delay the Attorney General from pursuing any cause of action related to this Settlement Agreement in court under ▇.▇. ▇. 93A or otherwise. 3.8 From time to time during the term of this Settlement Agreement, the Attorney General, orally or in writing, may request that the Company respond to not more than 20 informal information requests, including sub-parts, per calendar month regarding any matter related to this Settlement Agreement, the filing and subsequent compliance filings or any other rates, charges or tariffs, and the Company shall answer these information requests in a reasonably prompt manner, not to exceed 21 calendar days from issuance. 3.9 Under no circumstances shall: (1) any charge under this Settlement Agreement or tariffs promulgated under it recover costs that are collected by the Company more than once, or through some other rate, charge or tariff; or (2) any charge recover costs more than once in any other rate, charge or tariff collected by the Company. The Settling Parties acknowledge that the collection(s) described in this paragraph, unless fully refunded with interest, as soon as reasonably possible, shall constitute a breach of this Settlement Agreement when discovered and generally known, and be deemed to violate the involved tariffs. 3.10 Notwithstanding any provision in this Settlement Agreement to the condition that all representations and warranties and other statements contrary, no part of this Settlement Agreement shall be interpreted to interfere with the Attorney General’s rights to petition the Department under ▇.▇. ▇. 164, § 93, or otherwise under law or regulation, for a review of the Company shall be true and correct as or any reason. The signatories listed below represent that they are authorized on behalf of their principals to enter into this Settlement Agreement. By its attorney, /s/ ▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Senior Counsel Chief, Utilities Division Unitil Service Corp. Office of the date of this Agreement Attorney General ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ One Ashburton Place Hampton, NH 03842 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Dated: November 29, 2006 Dated: November 29, 2006 Fitchburg Gas 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), except for such failures to be so true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained thereinElectric Light Company ) 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.D.T.E 06-

Conditions. The obligations of the Underwriter to purchase the Shares under this Agreement are subject to the satisfaction of each of the following conditions or waiver thereof by the Underwriter: (a) The obligation of All the Investor to consummate the Closing shall be subject to the condition that all representations and warranties and other statements of the Company contained in this Agreement shall be true and correct as of the date of this Agreement hereof and the date of at the Closing (except those representations and warranties that by their terms speak specifically as of Date. On or prior to the date of this Agreement or some other date shall be true and correct as of such date)Closing Date, 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 and each other party hereto (other than the Underwriter) shall have performed in all material respects or complied with all of its obligations hereunder theretofore the agreements and satisfied all conditions on their respective parts to be performed (without giving effect to any qualification as to materiality performed, complied with or Material Adverse Effect contained therein); and the condition that since the date hereof no Material Adverse Effect shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreementsatisfied hereunder. (b) The obligation 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 in any jurisdiction, and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company to consummate the Closing shall after due inquiry, be subject to the condition that all representations and warranties and other statements of the Investor shall be true and correct pending or contemplated 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 performedDate. (c) The obligation of each No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Investor 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, and (B) would not, individually or in the aggregate, have a Material Adverse Effect, except as disclosed in the Registration Statement and the Company Final Prospectus. (d) Except as may be disclosed in the Registration Statement, subsequent to consummate 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 any Issuer Free Writing Prospectus (exclusive of any supplement thereto), there shall not have been any material adverse change having a Material Adverse Effect. (e) The Underwriter shall have received on the Closing shall be subject to the following additional conditionsDate: (i) certificates dated the Closing Date, signed by (1) no provision of any applicable law or regulation the Chief Executive Officer 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 principal financial or accounting officer 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 ActCompany, 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 on behalf of the Company would be aggregated with Company, to the Investor’s securities effect that (a) the representations and warranties set forth in Section 4 hereof, are true and correct, as of the date hereof and at the Closing Date, (b) the Company for purposes of any bank regulation has performed 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 complied with all of the Company outstanding agreements and satisfied all conditions on its part to be performed, complied with or satisfied hereunder, (c) at the Closing Date or since the date of the Closing 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 giving effect to the purchase of the Investor Shares contemplated herebydate hereof); and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than as disclosed in or incorporated by reference into the Registration Statement and the Final Prospectus or contemplated hereby, no event or events have occurred, no information has become known nor does any condition set forth exist that, individually or in Section 10.3(ethe aggregate, would have a Material Adverse Effect, (d) since the date of the Branch Purchase Agreement 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 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 Company, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company other than pursuant to the terms of outstanding debt and equity securities that is materially adverse to the business, financial condition or 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 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 has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company, certifying such matters as the Underwriter may reasonably request. (iii) the opinion of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ 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) the opinions of ▇▇▇▇▇ & Lardner LLP, special intellectual property counsel to the Company and Buc & ▇▇▇▇▇▇▇▇▇, special regulatory counsel to the Company, dated the Closing Date, in form reasonably satisfactory to the Underwriter covering such intellectual property and regulatory matters, respectively, as are customarily covered in such opinions. (f) The Underwriter shall have received from Ernst & Young LLP, independent auditors, with respect to the Company’s acceptance , (i) a customary comfort letter, as of the proceeds of Applicable Time, in form and substance reasonably satisfactory to the Acceptable Financing (as defined Underwriter and Ernst & Young LLP, with respect to the financial statements and certain financial information contained in the Branch Purchase Agreement)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 Ernst & Young LLP, to the effect that Ernst & Young LLP reaffirms the statements made in its letter furnished pursuant to clause (i) above. (g) The Underwriter shall have been satisfied received copies of all opinions, certificates, letters and other documents delivered under or waivedin connection with the Offering or any transaction contemplated hereunder. (h) The Underwriter shall have received the Registration Statement and the Final Prospectus.

Conditions. (a) The obligation Your obligations under this Agreement in respect of the Investor to consummate the Closing each Option shall be subject to the condition that all representations and warranties and other statements of the Company shall be herein are true and correct at and as of the date of this Agreement and the date closing of the Closing (except those representations purchase 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 sale of such date), 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 EffectOption; the condition that the Company shall have performed in all material respects all of its 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 performed in respect of each of the Investor such Option; and the Company to consummate the Closing shall be subject to the following additional conditions: (1a) no provision Counsel for the Company specified in Annex III hereto shall have furnished to you their written opinion, dated the date of such closing, in form and substance reasonably satisfactory to you, to the effect set forth in Annex III hereto. (b) 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 applicable law material adverse change in the capital stock or regulation and no judgment, injunction, order or decree shall prohibit the transactions contemplated hereby or prohibit the Investor from owning or voting any long-term debt of the Investor Shares; (2) the purchase by the Investor of the Investor Shares shall not (i) require the Investor Company or any of its affiliates to file a prior notice under the Change in Bank Control Actsubsidiaries or any material adverse change, or any development that is known to the Company to involve a prospective material adverse change, in or affecting the business, properties, financial position, shareholders' equity or results of operations of the Company and its subsidiaries, otherwise seek prior approval than as set forth or non-objection contemplated in the Exchange Act Reports. (d) Up to and including the date of such closing, there shall not have occurred any state of the following: (i) a suspension or federal banking regulatormaterial limitation in trading in securities generally on the New York Stock Exchange or the Nasdaq National Market; (ii) require a suspension or material limitation in trading in the Investor Company's securities on the Nasdaq National Market; (iii) a general moratorium on commercial banking activities declared by either Federal or any of its affiliates to become a bank holding companyNew York State authorities; or (iiiiv) cause the Investoroutbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or wary, together with any other person whose securities of if the Company would be aggregated with the Investor’s securities of the Company for purposes effect of any bank regulation such event specified in this Clause (iv) in your reasonable judgment makes it impracticable or law, inadvisable 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 proceed with the purchase of the Investor Shares contemplated hereby); and (3) Option on the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined terms and in the Branch Purchase manner contemplated in this Agreement), shall have been satisfied or waived.

Conditions. (a) The obligation of any Agent, as agent of the Investor Company, at any time ("SOLICITATION TIME") to consummate solicit offers to purchase the Closing 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 (1) to the condition that all representations and warranties and other statements of the Company shall be 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 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 date time the Company accepts the offer to purchase such Securities and, as the case may be, at and as of this Agreement 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 in all material respects 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) Prior 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 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 effect 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 reasonable satisfaction of such Agent; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of downgrading, any intended or potential downgrading or 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 such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act; (iii) there shall not have been since the respective dates as to which information is given in the Prospectus, any material change in the capital stock or long-term debt of the Company or any of its significant subsidiaries (as defined in the Commission's Regulation S-X) or any material adverse change or any development involving a material adverse change, in or affecting the general affairs, business, prospects, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, the effect of which in the judgment of the applicable Agent makes it impracticable or inadvisable to proceed with the solicitation by such Agent of offers to purchase Securities from the Company or the purchase by such Agent of Securities from the Company as principal, as the case may be, on the terms and in the manner contemplated in the Prospectus, as so amended or supplemented; and neither the Company nor any of its subsidiaries has sustained since the date of the Closing latest audited financial statements included or incorporated by reference in the Prospectus any material 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 Prospectus; and (except those representations and warranties that by their terms speak specifically iv) trading generally shall not have been suspended or materially limited on or by, as the case may be, any of the date New York Stock Exchange, the American Stock Exchange, the National Association of this Agreement Securities Dealers, Inc., the Chicago Board Options Exchange, the Chicago Mercantile Exchange or some other date shall be true and correct as the Chicago Board of such date)Trade, except for such failures to be so true and correct (without giving effect to B) trading of any qualification as to materiality securities of or Material Adverse Effect contained therein) as would not have, individually in the aggregate, a Material Adverse Effect; the condition that guaranteed by the Company shall not have performed been suspended on any exchange or in all material respects all of its obligations hereunder theretofore to be performed any over-the-counter market, (without giving effect to any qualification as to materiality C) a general moratorium on commercial banking activities in New York shall not have been declared by either Federal or Material Adverse Effect contained therein); and the condition that since the date hereof no Material Adverse Effect New York State authorities, or (D) there shall not have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of such Agent or Agents or of such other purchaser, is material and be continuing adverse and which in the judgment of such Agent or Agents or of other purchaser makes it impracticable to proceed with respect the solicitation by such Agent of offers to either (x) purchase Securities from the Company or (y) the purchase by such Agent of Securities from the Company after giving effect as principal, as the case may be, on the terms and in the manner contemplated in the Prospectus as amended or supplemented at the Solicitation Time or at the time such offer to the transactions contemplated by the Branch Purchase Agreementpurchase was made. (b) On the Commencement Date, and in the case of a purchase of Securities 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 of the Company, shall have furnished to the relevant Agent or Agents his 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 is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; (ii) the Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the Company and its subsidiaries taken as a whole; (iii) each of the subsidiaries of the Company which constitute "significant subsidiaries" within the meaning of that term under the Commission's Regulation S-X (the "SUBSIDIARIES") is a partnership, limited liability company or corporation existing and in good standing under the laws of its respective jurisdiction of organization or incorporation. Each Subsidiary is qualified to do business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified and in good standing would not have a material adverse effect on the Company and its subsidiaries taken as a whole; and all of the equity or other ownership interests of each of the Subsidiaries is owned directly or indirectly by the Company, except as specified in such opinion; (iv) the Company and each of the Subsidiaries has the power (corporate, limited liability company or partnership or other) to own and lease its properties and to conduct its business as described in the Prospectus; (v) after due inquiry, such counsel (A) has no knowledge of any legal action or governmental investigation, action, suit or proceeding that is pending or threatened against the Company or any of its subsidiaries that has caused such counsel to conclude that such proceeding is required by Item 103 of Regulation S-K to be described in the Prospectus and is not so described and (B) has no knowledge of any contract, document, or court order to which the Company is a party or to which any of the properties of the Company is subject that has caused such counsel to conclude that such contract, document or court order is required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required; (vi) the execution and delivery of this Agreement, any applicable Terms Agreement or other agreement pursuant to which an Agent purchases Securities as principal, the Indenture, the supplemental indenture relating to the Securities, if any, and the Securities (collectively, the "TRANSACTION DOCUMENTS") have been duly authorized by all necessary actions by the Company; (vii) neither the Company nor any of its Subsidiaries is, or with the giving of notice or lapse of time or both would be, in violation of or in default under, its Certificate of Incorporation or By-Laws or agreement of limited partnership or limited liability company, as the case may be. The execution and delivery by the Company of this Agreement, any applicable Terms Agreement or other agreement pursuant to which an Agent purchases Securities as principal, the performance of the Company's obligations under the Transaction Documents and the Company's sale of the Securities do not (i) violate the Certificate of Incorporation or By-Laws of the Company or (ii) constitute a violation by the Company of any applicable provision of any law, statute, rule regulation or court order (except that such counsel need express no opinion as to (A) any prohibition against fraud or misrepresentation or (B) whether performance of the indemnification or contribution provisions in this Agreement would be permitted or (C) compliance with any disclosure requirement) or (iii) materially breach, or result in a material default under, any existing obligation of the Company or any of its subsidiaries under any of the agreements with which such counsel is familiar; (viii) the Company was not required to consummate obtain any consent, approval, authorization or order, of any governmental agency for the Closing issuance, delivery and sale of the Securities under this Agreement, any applicable Terms Agreement or other agreement pursuant to which an Agent purchases Securities as principal, except for the order by the Commission declaring the Registration Statement effective and such as may be required under state securities or Blue Sky laws in connection with offers and sales of the Securities from the Company and with purchasers of Securities; (ix) the Registration Statement has been declared effective under the Securities Act and such counsel has no knowledge that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or overtly threatened by, the Commission. Section 309(a) of the Trust Indenture Act provides that the Indenture shall be subject deemed to have been qualified under that Act when the condition Registration Statement became effective under the Securities Act; (x) The statements under Item 3 in the most recently filed Annual Report on Form 10-K incorporated by reference in the Registration Statement and the Prospectus were correct in all material respects on the date that all representations and warranties and other the Annual Report was filed with the Commission. Insofar as the statements constitute a summary of the Investor shall be true legal matters, documents or proceedings referred to therein, such statements adequately present the information called for with respect to such legal matters, documents or proceedings; (xi) Nothing has come to such counsel's attention that has caused such counsel to conclude that the Company or any of its subsidiaries (a) does not own or have the rights under any license, permit, certificate, consent, order, approval or other authorization from or has not made any declaration or filing with, any federal, state, local or other governmental authority (including foreign regulatory agencies) or any court or tribunal, domestic or foreign, necessary to own or lease, as the case may be, and correct to operate its properties and to carry on its business as conducted as of the date hereof; or (b) has received any actual notice of this Agreement and any proceeding relating to revocation or modification of any license, permit, certificate, consent, order, approval or other authorization cited in immediately preceding clause (a); or (c) does not have any material right required to use the date of Intellectual Property employed by it in connection with the Closing (except those representations and warranties that business conducted by their terms speak specifically it as of the date hereof; or (d) is, or with the giving of this Agreement notice or some lapse of time or both would be, in violation of or in default under any material indenture, mortgage, deed of trust, loan agreement or 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 material agreement or instrument known to be performed. (c) The obligation of each of the Investor and me to which 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 subsidiaries, is a party or by which it or any of them or any of their respective subsidiaries is bound. (xii) such counsel is of the opinion that each document incorporated by reference in the Registration Statement and the Prospectus as amended or supplemented (except for the financial statements and related schedules and other financial and statistical information therein, as to file a prior notice under which such counsel need express no opinion) complied as to form when filed with the Change Commission in Bank Control all material respects with the Exchange Act, and the rules and regulations of the Commission thereunder, (B) nothing has come to the attention of such counsel that has caused such counsel to believe that (except for the financial statements and schedules and other financial and statistical information included therein as to which such counsel need express no belief) each part of the Registration Statement (including the documents incorporated by reference therein) filed with the Commission pursuant to the Securities Act relating to the Securities, when such part became effective contained and, as of the date such opinion is delivered contains, any untrue statement of a material fact or otherwise seek prior approval omitted or non-objection omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) such counsel is of the opinion that Registration Statement and the Prospectus and any amendments and supplements thereto (except for the financial statements and schedules and other financial and statistical information included therein as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and (D) nothing has come to the attention of such counsel that has caused such counsel to believe that (except for the financial statements and schedules and other financial and statistical information included therein as to which such counsel need express no belief) the Registration Statement and the Prospectus, as amended or supplemented, if applicable, as of the date such opinion is delivered 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 that in the case of an opinion delivered on the Commencement Date or federal banking regulatorpursuant to Section 4(i) , the opinion and belief set forth in clauses 6 (b) (xii) (c) and 6 (b) (xii) (o) above shall be deemed not to cover information concerning an offering of particular Securities to the extent such information will be set forth in a supplement to the Basic Prospectus; (c) On the Commencement Date, and in the case of a purchase of Securities 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, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Company, 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 set forth in clauses (i) , (iv) (as to the Company only), (v), (viii), (ix) and (xii) (B), (C) and (D) of paragraph (b) above and to the further effect that: (i) this Agreement or the applicable Terms Agreement have been duly authorized, executed and delivered by the Company; (ii) require the Investor Securities have been duly authorized and, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by any purchaser of Securities sold through an Agent as agent 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (Agent as defined in the Branch Purchase Agreement), shall have been satisfied or waived.principal pursua

Conditions. On the Effective Date (and after giving effect to the terms hereof), (a) The obligation there shall exist no Event of the Investor to consummate the Closing shall be subject to the condition that Default or Default, (b) all representations and warranties and other statements made by the Issuer herein or in any of the Company Related Documents to which it is a party shall be true and correct with the same effect as though such representations and warranties had been made at and as of such time, (c) except as described in the date Official Statement or any other documents provided by the Issuer to the GSEs and approved by the GSEs prior to the Effective Date, no material adverse change shall have occurred in the condition (financial or otherwise) or operations of this Agreement and the Issuer between the date of the Closing Issuer’s most recent audited financial statements and the Effective Date, and no transactions or obligations having a material adverse effect on the condition (except those representations and warranties that financial or otherwise) or operations of the Issuer, whether or not arising from transactions in the ordinary course of the Issuer’s business, shall have been entered into by their terms speak specifically as of the Issuer subsequent to the date of this Agreement the Issuer’s most recent audited financial statements, (d) and such Official Statement (including any amendments or some other date supplements prepared subsequent to its date) shall be true and correct have been furnished to the GSEs prior to the distribution thereof which does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which made, not misleading, (e) except as of such date), 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 described in the aggregate, a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed (without giving effect to any qualification as to materiality Official Statement no 16 transaction or Material Adverse Effect contained therein); and the condition that since the date hereof no Material Adverse Effect event shall have occurred and be continuing with respect to either no change shall have occurred in the condition (xfinancial or otherwise) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) The obligation operations 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 Issuer between 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); Issuer’s most recent audited financial statements and the condition that Effective Date which materially adversely affects the Investor shall have performed all issuance 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; Bonds, the security for any of the Bonds, or the Issuer’s ability to repay when due its obligations under this Agreement, any of the Bonds and the Related Documents, and (2f) the purchase except as otherwise expressly agreed by the Investor of GSEs, evidence reasonably satisfactory to the Investor Shares shall not GSEs that all existing liquidity and credit facilities relating to the Bonds have been (i) require the Investor or any of its affiliates to file a prior notice under the Change in Bank Control Actwill be, 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 (3applicable CLF Effective Date for Series) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedterminated.

Conditions. The obligations of the Initial Purchaser to purchase the Units under this Agreement are subject to the satisfaction of each of the following conditions or waiver thereof by the Initial Purchaser: (a) The obligation of All the Investor to consummate the Closing shall be subject to the condition that all representations and warranties of each Obligor and other statements its Subsidiaries contained in this Agreement and in each of the Company Documents shall be true and correct as of the date of this Agreement hereof and at the date Closing Date. On or prior to the Closing Date, each Obligor and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied with all of the Closing (except those representations agreements and warranties that by satisfied all conditions on their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except for such failures respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein) as satisfy would not havenot, individually or in the aggregate, have a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) The obligation No injunction, restraining order or order of the Company to consummate the Closing any nature by a Governmental Authority shall be subject to the condition that all representations and warranties and other statements of the Investor shall be true and correct have been issued as of the date Closing Date that would prevent or materially interfere with the consummation of this Agreement the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the date 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 any Obligor, be pending or contemplated as 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 performedDate. (c) The obligation of each No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Investor and Closing Date, prevent the Company to consummate consummation of the Closing shall be subject to the following additional conditions: (1) no provision Offering or any of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the transactions contemplated hereby under the Documents. No Proceeding shall be pending or, to the knowledge of any Obligor, threatened other than Proceedings that (A) if adversely determined would not, individually or prohibit in the Investor from owning aggregate, adversely affect the issuance or voting marketability of the Units, 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 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 Investor Shares; (2foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) the purchase by the Investor any "nationally recognized statistical rating organization" as such term is defined for purposes of the Investor Shares shall not (iRule 436(g)(2) 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 there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the Investor outlook for any rating of the Issuers 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 Issuers by 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); rating organization and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.

Conditions. (a) The obligation obligations of the Investor Investment Entity to consummate cancel the Valero Obligations in exchange for the Shares at the First Exchange Closing and any Optional Closing shall be subject to the condition that all satisfaction (or waiver) of the following conditions: (i) Valero shall have furnished to the Investment Entity an opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to Valero, dated the applicable Closing Date in the 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 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 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 First Exchange Closing or the Optional Exchange Closing, as applicable; (iv) (A) the representations and warranties and other statements of the Company Valero in this Agreement shall be true and correct in all respects on and as of the date of 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 satisfied pursuant to this Agreement at or prior to the applicable Closing Date and (C) Valero shall have furnished to the date 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 (except those A) and (B) above; (A) the representations and warranties that by their terms speak specifically as of the date of CST Brands in this Agreement or some other date shall be true and correct in all respects on and as of such date)the applicable Closing Date, except for such failures to be so true and correct with the same effect as if made on the applicable Closing Date, (without giving effect to any qualification as to materiality or Material Adverse Effect contained thereinB) as would not have, individually in the aggregate, a Material Adverse Effect; the condition that the Company CST Brands shall have performed in complied with all material respects the covenants and satisfied all of the conditions on its obligations hereunder theretofore part to be performed or satisfied pursuant to this Agreement at or prior to the applicable Closing Date and (without giving 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 to any qualification as to materiality or Material Adverse Effect contained therein); 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 condition that since conditions to the date hereof no Material Adverse Effect shall have occurred obligations of the Underwriters to purchase and be continuing pay for the applicable Shares as set forth in the first paragraph of Section 6 (with respect to either Valero and CST Brands only) and Section 6(a), (xb), (e), (g), (j), (k) (with respect to Valero and CST Brands only), (m) and (o) of the Company Underwriting Agreement shall have been satisfied or waived (y) the Company after giving effect other than those conditions that by their nature cannot be satisfied prior to the transactions contemplated applicable closing pursuant to the 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 Branch Purchase Treasury Department regulations in lieu thereof) and (ii) certification of non-foreign status substantially in the form set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv). In the event that any of the conditions set forth in this clause (a) shall not have been fulfilled (or waived by the Investment Entity) on the First Exchange Closing Date, this Agreement may be terminated by the 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 termination of this Agreement. (b) The obligation obligations of Valero to exchange Shares for cancellation of the Company to consummate Valero Obligations at the First Exchange Closing and any Optional Closing shall be subject to the condition that all 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 and other statements of the Investor Investment Entity in this Agreement shall be true and correct in all respects on and as of the date of this Agreement applicable Closing Date, with the same effect as if made on the applicable Closing Date, (B) the Investment Entity shall have complied with all the agreements and satisfied all the date conditions on its part to be performed or 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 (except those representations A) and warranties that by their terms speak specifically (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 revoked in whole or in part as of the date 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 this Agreement competent jurisdiction, administrative agency or some commission or other date governmental authority or instrumentality, domestic or foreign, or other legal restraint or prohibition 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 in effect preventing the transactions contemplated hereby to occur at the First Exchange Closing or prohibit the Investor from owning or voting any of the Investor SharesOptional Exchange Closing, as applicable; (2v) the purchase Investment Entity shall have delivered to Valero IRS Form W-9 (or other applicable form or statement specified 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 Treasury Department regulation 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)lieu thereof; and (3vi) 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 Section 10 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 the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect termination to the Company’s acceptance 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 proceeds Underwriting Agreement shall not be affected by any such termination of the Acceptable Financing (as defined in the Branch Purchase this Agreement), shall have been satisfied or waived.

Conditions. Notwithstanding anything in this Commitment Letter (a) The including 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 Investor 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) to such funding or performance, including compliance with the terms of this Commitment Letter, the Fee Letters or the Facility Documentation, other than 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 other agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) 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 the 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 Closing shall be subject Acquisition pursuant to the condition that all 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 other statements (B) the Specified Representations (as defined below) and (ii) the terms of the Company Facility Documentation shall be true consistent with the Documentation Principles (as defined in Exhibit B) and correct as shall be in a form such that they do not impair the availability of the date of this Agreement and the date of Term Facility on the Closing Date if the Limited Conditionality Provisions are satisfied (except those representations and warranties or waived by the Commitment Party) (it being understood that, to the extent that by their terms speak specifically any security interest in any Collateral (as of the date of this Agreement or some other date shall be true and correct as of such date), 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 defined in the aggregate, a Material Adverse Effect; Existing Credit Agreement (as defined in Exhibit B)) is not or cannot be provided and/or perfected (if applicable) on the condition that the Company shall have performed Closing Date (other than (i) any security interest in all material respects all of its obligations hereunder theretofore to any Collateral which may be performed perfected (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 have occurred and be continuing with respect to either if applicable) by (x) the Company filing of a financing statement under the Uniform Commercial Code (the “UCC”) or (y) the Company after giving effect delivery to the transactions contemplated by the Branch Purchase Agreement. Administrative Agent (b) 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(edesignee) of the Branch Purchase Agreement certificated equity interests with respect to the Company’s acceptance certificated securities (and related stock powers or other similar transfer instruments) of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.the

Conditions. (a) The obligation of Lender to be bound by the Investor to consummate the Closing provisions of this Amendment shall be subject to the condition that all representations and warranties and other statements fulfillment of the Company following conditions precedent on or before the date hereof: (a) Lender shall have received all of the following, each in form and substance satisfactory to Lender, in its sole discretion, and each duly executed by each party thereto, other than Lender: (i) This Amendment; (ii) Second Amendment to Sale and Participation Agreement, dated on or about the date hereof, executed by The CIT Group/Business Credit, Inc. ("CIT Group") (the "Second Amendment to Participation Agreement"); (iii) Modifications to such existing real estate lien documents as shall be true and correct as of the date of this Agreement and the date of the Closing required by Lender, duly executed by Borrower; and (except those representations and warranties that by their terms speak specifically as of the date of this Agreement or some iv) All other date shall be true and correct as of such date), except for such failures to be so true and correct (without giving effect documents Lender may request with respect to any qualification as matter relevant to materiality this Amendment or Material Adverse Effect contained thereinthe transactions contemplated hereby. (b) 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 No Event of its 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 Default shall have occurred and be continuing with respect to either (x) the Company and no Default shall exist, unless such Event of Default or (y) the Company after giving effect to the transactions contemplated Default has been specifically waived in writing by the Branch Purchase AgreementLender. (bc) Borrower shall have performed and complied with all agreements and conditions contained in the Agreement and the other Agreements which are required to be performed or complied with by Borrower before or on the date hereof. (d) The obligation of the Company to consummate the Closing shall be subject to the condition that all representations and warranties contained in the Agreement, as amended hereby, and the other statements of the Investor Agreements shall be true and correct in all material respects as of the date hereof, with the same force and effect as though made on and as 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. (ce) The obligation No material adverse change shall have occurred in the business operations, financial condition or prospects of each of the Investor Borrower, and the Company to consummate the Closing no material adverse litigation shall be subject pending or, to the following additional conditions:knowledge of Borrower, threatened, against Borrower. (1f) no provision of any applicable law or regulation All corporate and no judgmentlegal proceedings and all documents required to be completed and executed by the provisions of, injunction, order or decree shall prohibit and all instruments to be executed in connection with the transactions contemplated hereby or prohibit the Investor from owning or voting by, this Amendment and any of the Investor Shares; (2) the purchase by the Investor of the Investor Shares related agreements shall not (i) require the Investor or any of its affiliates be satisfactory in form and substance 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedLender.

Conditions. (a) The obligation of the parties hereto is subject to the following conditions: (i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise enjoining, restraining or prohibiting consummation of the transactions contemplated by this Agreement; (ii) all conditions precedent to the closing set forth in the Business Combination Agreement shall have been satisfied (which shall be deemed satisfied if mutually determined by the applicable parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement that, by their nature are to be satisfied in connection with the closing, including to the extent that any such condition is dependent upon the consummation of this Agreement or waived by the applicable parties to the Business Combination Agreement as provided therein) and the closing of the Business Combination shall have occurred; and (iii) all conditions precedent to the Closing set forth in the Purchase Agreement shall have been satisfied (which shall be deemed satisfied if mutually determined by the applicable parties to the Purchase Agreement and other than those conditions under the Purchase Agreement that, by their nature are to be satisfied in connection with the Closing, including to the extent that any such condition is dependent upon the consummation of this Agreement or waived by the applicable parties to the Purchase Agreement as provided therein). (b) The obligation of the Investor to consummate the Closing transactions contemplated by this Agreement shall be subject to the condition conditions (which may be waived in writing (email being sufficient) by the Investor) that (i) all representations and warranties and other statements of the Company contained in the Transaction Documents shall be true and correct in all material respects at and as of the date of this Agreement and the date of the Closing (except those other than (A) 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), except for such failures to be so true and correct (without giving effect to any qualification are qualified as to materiality or Material Adverse Effect contained therein(as defined below), which representations and warranties shall be true and correct in all respects and (B) those representations and warranties that speak as would not haveof a specified earlier date, individually in the aggregate, a Material Adverse Effect; the condition that the Company which shall have performed be so true and correct in all material respects (or, if qualified by materiality, in all respects) as of its obligations hereunder theretofore to be performed (without giving effect to any qualification as to materiality or Material Adverse Effect contained thereinsuch specified earlier date); and the condition that since the date hereof no Material Adverse Effect shall have occurred and be continuing with respect to either (xii) the Company and the DevvStream shall have performed, satisfied and complied in all material respects with all obligations, covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or (y) the Company after giving effect complied with by it at or prior to the transactions contemplated by the Branch Purchase AgreementClosing. (bc) The obligation of the Company to consummate the Closing transactions contemplated by this Agreement shall be subject to the condition conditions (which may be waived in writing (email being sufficient) by the Company) that (i) all representations and warranties and other statements of the Investor contained in the Transaction Documents shall be true and correct in all material respects at and as of the date of this Agreement and the date of the Closing (except other than (A) representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects and (B) those representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date a specified earlier date, which shall be so true and correct in all material respects (or, if qualified by materiality, in all respects) as of such specified earlier date); and the condition that (ii) the Investor shall have performed performed, satisfied and complied in all of its obligations hereunder theretofore material respects with all obligations, covenants, agreements and conditions required by the Transaction Documents to be performed. (c) The obligation of each of the Investor and the Company to consummate the Closing shall be subject , satisfied or complied with by it at or prior 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedClosing.

Conditions. (a) The obligation obligations of the Investor to consummate the Closing Purchasers under this Agreement shall be subject to the condition that all representations and warranties and other statements of the Company shall be herein are true and correct at and as of the date of this Agreement and the date closing of the Closing (except those representations purchase and warranties that by their terms speak specifically as sale of the date of this Agreement or some other date shall be true and correct as of such date)Convertible Notes, 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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: (1a) Counsel for the Company specified in Annex III hereto shall have furnished to you its written opinion, dated the date of such closing, in form and substance satisfactory to each Purchaser, to the effect set forth in Annex III hereto. (b) On the date of such closing, the Company shall have furnished to each Purchaser such appropriate further information, certificates and documents as such Purchaser may reasonably request. (c) The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing. (d) The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Convertible Notes, no provision Default or Event of Default shall have occurred and be continuing. (e) The Company shall have delivered to each Purchaser an Officer's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 5(c), 5(d) and 5(k) have been fulfilled. (f) The Company shall have delivered to each Purchaser a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Convertible Notes and the Agreements. (g) On the date of the Closing the purchase of Convertible Notes by each Purchaser shall (i) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation and no judgment(including, injunctionwithout limitation, order Regulation U, T or decree shall prohibit the transactions contemplated hereby or prohibit the Investor from owning or voting any X of the Investor Shares;Board of Governors of the Federal Reserve System) and (iii) not Subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by any Purchaser, such Purchaser shall have received an Officer's Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted. (2h) The Company shall sell the purchase by the Investor entire principal amount of the Investor Shares shall not Convertible Notes scheduled to be sold at the Closing as specified in Schedule I hereto. (i) require Without limiting the Investor provisions of Section 6(f), the Company shall have paid on or before the Closing the fees, charges and disbursements of the Purchasers' special counsel. (j) A Private Placement number issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Convertible Notes. (k) The Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of its affiliates to file a prior notice under the Change in Bank Control Act, or otherwise seek prior approval or non-objection liabilities of any state or federal banking regulator; (ii) require the Investor or other entity, at 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 time following the date of the Closing most recently filed Exchange Act Report (after giving effect to the purchase of the Investor Shares contemplated herebydefined below); and. (31) All corporate and other proceedings in connection with the conditions set forth in Section 10 of the Branch Purchase Agreementtransactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to each Purchaser and its special counsel, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), and each Purchaser and its special counsel shall have been satisfied received all such counterpart originals or waivedcertified or other copies of such documents as such Purchaser or it may reasonably request.

Conditions. (a) 4.1 The obligation obligations of Parent and the Investor to consummate the Subscription Closing shall be are subject to the condition satisfaction or waiver of the following conditions: (a) occurrence of the Acceptance Time, (b) the receipt by the Investor of its portion of the Offer Consideration for each of its Company Shares validly tendered by the Investor and not withdrawn pursuant to the Offer prior to the Acceptance Time, (c) no Law having been enacted, entered, issued or promulgated (and remaining in effect) by any Governmental Authority that all prohibits, restricts or impedes the consummation of the Subscription Closing and (d) the Investor and its Affiliates shall have received any required approval under the outbound direct investment Laws of the People’s Republic of China (“ODI Approval”) in connection with the transactions contemplated hereby. 4.2 The obligations of Parent to consummate the Subscription Closing are subject to the satisfaction or waiver of the following conditions: (a) the representations and warranties and other statements of the Company Investor set forth in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of the date of this Agreement and the date as of the Subscription Closing Date with the same effect as though made on and as of such date (except those to the extent expressly made as of an earlier date, in which case as of such earlier date), (b) Investor shall have complied with or performed in all material respects its obligations and covenants required to be complied with or performed by it pursuant to this Agreement at or prior to the Subscription Closing and (c) there shall be no action, lawsuit, arbitration, claim or proceeding pending that seeks to enjoin, restrict or impede the consummation of this Agreement. 4.3 The obligations of the Investor to consummate the Subscription Closing are subject to the satisfaction or waiver of the following conditions: (a) the representations and warranties that by their terms speak specifically as of the date of Parent set forth in this Agreement or some other date shall be true and correct as of such date), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) The obligation of the Company to consummate the Closing shall be subject to the condition that all other than representations and warranties that are qualified as to materiality, which representations and other statements of the Investor warranties shall be true and correct in all respects) as of the date of this Agreement and the date as of the Subscription Closing Date with the same effect as though made on and as of such date (except those representations and warranties that by their terms speak specifically to the extent expressly made as of an earlier date, in which case as of such earlier date), (b) Parent shall have complied with or performed in all material respects its obligations and covenants required to be complied with or performed by it pursuant to this Agreement at or prior to the Subscription Closing, (c) for the period from and including the date of this Agreement or some other date through and including such date, there shall not have not occurred any Material Adverse Change, (d) there shall be true no action, lawsuit, arbitration, claim or proceeding pending that seeks to enjoin, restrict or impede the consummation of this Agreement and correct as of such date); and (e) 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 Subscription Securities shall be approved for listing, subject to the following additional conditions: (1) no provision official notice of any applicable law or regulation and no judgmentissuance, 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedNew York Stock Exchange.

Conditions. (a) 7.1 Conditions to Each Party's Obligation To Effect the Merger. ---------------------------------------------------------- The obligation respective obligations of each party to effect the Investor to consummate the Closing shall Merger will be subject to the condition that all representations and warranties and other statements fulfillment at or prior to the Closing Date of the Company shall be true and correct as of the date of this following conditions: (a) This Agreement and the date transactions contemplated hereby shall have been approved in the manner required by applicable law by the holders of the Closing (except those representations issued and warranties that by their terms speak specifically as outstanding shares of capital stock of the date of this Agreement or some other date shall be true and correct as of such date), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase AgreementCompany. (b) The obligation waiting period applicable to the consummation of the Company to consummate Merger under 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 HSR Act shall have performed all of its obligations hereunder theretofore to be performedexpired or been terminated. (c) The obligation of each Neither of the Investor and the Company to consummate the Closing parties hereto 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 injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated hereby by this Agreement. In the event any such order or prohibit injunction shall have been issued, each party agrees to use its reasonable best efforts to have any such injunction lifted. (d) The Form S-4 shall have become effective and shall be effective at the Investor from owning or voting any Effective Time, and no stop order suspending effectiveness of the Investor Shares;Form S-4 shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing or, to the knowledge of Parent or the Company, be threatened in writing, and all necessary approvals under state securities laws relating to the issuance or trading of Parent Common Shares to be issued to the Company stockholders in connection with the Merger shall have been received. (2e) All consents, authorizations, orders and approvals of (or filings or registrations with) any Governmental Entity required in connection with the purchase by execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Investor Merger and any other documents required to be filed after the 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, financial condition or results of operations of the Investor Surviving Corporation following the Effective Time. (f) Parent Common Shares to be issued to the Company's stockholders in connection with the Merger shall not have been approved for listing on the NASDAQ, subject only to official notice of issuance. (g) Each of Parent and the Company shall have received letters, (i) require dated as of 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; date hereof and (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 dated as of the Company would be aggregated with the Investor’s securities of the Company for purposes of any bank regulation or lawEffective Time, 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 from their respective independent public accountants to the purchase effect that the Merger will qualify for "pooling of the Investor Shares contemplated hereby); and (3) the conditions set forth interests" accounting treatment under Accounting Principles Board Opinion No. 16 if consummated in Section 10 of the Branch Purchase accordance with this Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.

Conditions. (a) The obligation of the Investor Purchasers to consummate purchase the Closing shall be Series A Notes under this Agreement is subject to the condition that all satisfaction or waiver of each of the following conditions: (i) All the representations and warranties and other statements of the Company Issuer in this Agreement 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 of the date of this Agreement written) at and the date as of the Closing (except those representations Date after giving effect to the Transactions with the same force and warranties that by their terms speak specifically effect as if made on and as of such date. On or prior to the Closing Date, the Issuer shall have performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on its part to be performed, complied with or satisfied pursuant to the Documents; and nothing shall have come to the attention of the Issuer to lead it to believe that any other party to the Documents (other than the Purchasers) has not 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 Purchasers not later than 12:00 noon, New York City time, on the first business day following the date of this Agreement or some other at such later date and time as the Purchasers 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 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 as of the Closing Date. (iv) 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 issuance or sale of the Series A Notes. No Proceeding shall be true and correct as of such date)pending or threatened other than Proceedings that (A) if adversely determined could not, except for such failures to be so true and correct (without giving effect to any qualification as to materiality singly or Material Adverse Effect contained therein) as would not have, individually in the aggregate, adversely affect the issuance or marketability of the Series A Notes or (B) could not reasonably be expected to have a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (bv) 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 Notes shall have performed all (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 its obligations hereunder theretofore to be performedB+ and B1 from Standard & Poor's Corporation and Mood▇'▇ ▇▇▇estors Services, Inc., respectively. (cvi) The obligation of each of the Investor and the Company to consummate Purchasers shall have received on the Closing shall be subject to Date (A) certificates dated the following additional conditions: Closing Date, signed by (1) no provision of any applicable law or regulation the Chief Executive Officer 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 principal financial or accounting officer of the Investor Shares shall not Issuer, on behalf of the Issuer, (x) confirming the matters set forth in paragraphs (i) require through (iv) of this Section 9(a) and (y) certifying as to such other matters as the Investor or any of its affiliates to file Purchasers may reasonably request, (B) a prior notice under certificate, dated the Change in Bank Control ActClosing Date, or otherwise seek prior approval or non-objection of any state or federal banking regulator; (ii) require signed by 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 Secretary of the Company would be aggregated with Issuer, certifying such matters as the Investor’s securities Purchasers may reasonably request and (C) a certificate, dated the Closing Date, signed by the principal financial or accounting officer of the Company for purposes of any bank regulation or law, to collectively be deemed to own, control or have Issuer substantially in the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities form previously approved by the Investor and such other personsPurchasers. (vii) would represent more than 9.9% of any class of voting securities of the Company outstanding The Purchasers shall have received on the date of Closing Date an opinion and a letter (each reasonably satisfactory in form and substance to the Purchasers and counsel to the Purchasers), dated the Closing (after giving effect to the purchase of the Investor Shares contemplated hereby); and (3) the conditions set forth in Section 10 of the Branch Purchase AgreementDate, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.of

Conditions. (a) The obligation of the Investor Initial Purchaser to consummate purchase the Closing shall be Notes under this Agreement is subject to the condition that all satisfaction of each of the following conditions or waiver thereof by the Initial Purchaser: (a) All the representations and warranties and other statements of the Company and its Subsidiaries contained in this Agreement and in each of the Documents shall be true and correct in all material respects as of the date of this Agreement hereof and the date of at the Closing Date except for (except those i) representations and warranties that by their terms which speak specifically as of the an earlier date of this Agreement or some other date which shall be true and correct as of such date), except for such failures to be so true earlier date and correct (without giving effect to any qualification as to ii) representations and warranties qualified by materiality or Material Adverse Effect contained thereinwhich shall be true and correct in all respects. On or prior to the Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) as shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied in all material respects with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not havenot, individually or in the aggregate, have a Material Adverse Effect; the condition that the Company shall have performed in all material respects all of its 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) The obligation 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 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 to consummate 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 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 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) the 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 event or events have occurred, no information has become known nor does any condition exist that, individually or 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 date hereof), other than as disclosed in the Final Offering Circular or contemplated hereby, none of the 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 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 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 (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 of the Documents are in breach or default 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 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 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 purchase of the Notes hereunder by the Initial Purchaser, (i) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties in the collateral described above is of the priority described in the Final Offering Circular; and (ii) no Lien exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the condition that all representations and warranties and other statements Permitted Liens. (q) All information certified to by an officer of the Investor 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 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 performedDate. (cr) The obligation of each of the Investor Company and the Company to consummate Guarantors shall have received all necessary governmental, shareholder and third-party approvals and consents necessary in connection with the Closing shall be subject to Transactions and the following additional conditions: (1) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the other 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 Offering Circular (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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) receipt of the Branch Purchase Agreement 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 requirement shall apply only to approval from jurisdictions the Company’s acceptance of Financing Approvals from jurisdictions from which the proceeds of the Acceptable Financing (as defined Company derived in the Branch Purchase Agreement)aggregate at least 92% of its total revenues during the fiscal quarter ended March 31, 2006. The ATX Approvals shall have been satisfied applied for without any action being taken by any applicable authority that would restrain, prevent or waivedotherwise impose adverse conditions on the Acquisition or the financing thereof.

Conditions. (a) The obligation of any Agent, as agent of the Investor Company, at any time ("Solicitation Time") to consummate solicit offers to purchase the Closing 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 in each case be subject subject, in such offeree's or Agent's discretion, to the condition that all representations and warranties and other statements of the Company shall be 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 date of this Agreement Commencement Date and any other applicable Representation Date that is on or prior to such Solicitation Time, the date of such purchase or the Closing (except those representations Time of Delivery under such Terms Agreement, as the case may be, and warranties that by their terms speak specifically at and as of such Solicitation Time, the date of this Agreement such purchase or some other date shall be true and correct such Time of Delivery, as of such date)the case may be, 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 at or prior to such time the Company shall have performed in all material respects all of its 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 12 -12- hereunder (or under any applicable Terms Agreement) 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: (1i) no provision of any 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 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 time period prescribed for such filing by the Investor of the Investor Shares shall not (iRules and Regulations and in accordance with Section 4(a) 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 regulatorhereof; (ii) require no stop order suspending the Investor effectiveness of the Registration Statement shall have been issued and shall remain in effect and no proceeding for that purpose shall have been initiated or any of its affiliates to become a bank holding companythreatened by the Commission; or and (iii) cause all requests for additional information on the Investorpart of the Commission shall have been complied with to the reasonable satisfaction of such Agent; (b) 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 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 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 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: (i) any of the events described in clauses (A) through (D), such event, singly or together with any other person whose securities such event, makes it, in such Agent's reasonable judgment, impracticable to market the Securities on the terms and 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 Company would be aggregated with the Investor’s Company's securities of the Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of any bank regulation or law, to collectively be deemed to own, control or have Rule 436(g)(2) under 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedSecurities Act.

Conditions. (a) The obligation of the Investor to consummate the Closing shall be subject to the condition that all representations and warranties and other statements following obligations of the Company shall be true satisfied or fulfilled on or prior to the date of each Closing, unless otherwise agreed to in writing by the Placement Agent: (a) The Company shall have delivered to the Placement Agent, at the Initial Closing, (i) a currently-dated long-form good standing certificate or telegram from the Secretary of State where the Company is incorporated and correct each other jurisdiction in which the Company is qualified to do business as a foreign corporation; (ii) the articles of incorporation (as amended) of the Company, as currently in effect, certified by the Secretary of State of the state where the Company is incorporated; (iii) by-laws of the Company certified by the secretary of the Company; and (iv) certified resolutions of the Board of Directors of the Company approving the execution and delivery of this Agreement, the Investor Warrants and the Placement Agent Warrants, the issuance and sale of the Shares, the issuance of Common Stock upon exercise of the Investor Warrants and Placement Agent Warrants and the registration of the Registrable Securities. (b) There shall have occurred no event which has a Material Adverse Effect on the Company or any of its businesses, assets, prospects or the Company's securities since the date of this Agreement and Agreement. (c) No litigation or administrative proceeding shall have been threatened or commenced against the date Company which (i) seeks to enjoin or otherwise prohibit or restrict the consummation of the Closing transactions contemplated by this Agreement or (except those representations 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 warranties that by their terms speak specifically financial officers as of to the date matters set forth in paragraphs 9(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, other agreement or some other date shall be true and correct as of such date)instrument to which it is a party, 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 disclosed in the aggregate, Financial Statements or the Memorandum and except where such default has not and will not have a Material Adverse Effect; (ii) 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 changes to the Company's articles of incorporation or by-laws or authorizing resolutions from those delivered pursuant to Paragraph 9(a) of this Agreement; and (iv) no event has occurred which, with or without the lapse of time or giving of notice, or both, would constitute a breach of default thereof by the Company, or would cause acceleration of any obligation of the Company, or could adversely affect the business, operations, financial condition that or prospects of the Company. (e) The Placement Agent shall have received the opinion of Dennis Brovarone Attorney at Law, counsel for the Company, dated as ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ 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 SEC and any states in which such filing is required, a Form D relating to the sale of the Common Stock and such other documents and certificates as are required. (g) Subscriptions for at least the Minimum Amount of Units shall have been accepted by the Company. (h) In addition to the right of the Placement 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 may be terminated by the Placement Agent by written notice to the Company at any time prior to the Initial Closing if, in the Placement Agent's sole judgment, (i) the Company shall have performed 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 all material respects all of its obligations hereunder theretofore to be performed (without giving effect to securities on any qualification as to materiality exchange or Material Adverse Effect contained therein); and the condition that since the date hereof no Material Adverse Effect system shall have occurred and be continuing been suspended or limited either generally or specifically with respect to either the Common Stock; (xiii) the Company material governmental restrictions have been imposed on trading in securities generally or (y) the Company after giving effect specifically with respect to the transactions contemplated by the Branch Purchase Agreement. Common Stock (b) The obligation of the Company to consummate the Closing shall be subject to the condition that all representations not in force and warranties and other statements of the Investor shall be true and correct as of effect on the date of this Agreement and 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 date Congress of the Closing United States or any state legislative body shall have passed or taken any action or measure, or such 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 Placement Agent reasonably believes is likely to have a Material Adverse Effect on the business, financial condition or financial statements of the Company or the market for the Common Stock; (except those representations and warranties that by their terms speak specifically as vii) the Common Stock shall have been delisted from the exchange on which it currently listed, or the Company shall have received notice from such exchange advising the Company of its intention to have the Common Stock delisted from such exchange, whether conditional or otherwise, or the Company shall fail to meet the requirements for continued listing on such exchange; or (viii) there shall have been, in the Placement Agent's judgment, a material decline in the Dow Jones Industrial Index or the market price of the Common Stock at a▇▇ ▇▇me subsequent to 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 performedAgreement. (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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.

Conditions. 10.1 The Insured shall give written notice to the Company as soon as reasonably practicable of any claims made against the Insured (aor any specific event or circumstances that may give rise to a claim being made against the Insured) The obligation and which forms the subject of indemnity under this policy and shall give all such additional information as the Company may require. Every claim, writ, summons or process and all documents relating to the event shall be forwarded to the Company immediately they are received by the Insured. 10.2 No admission offer promise or payment shall be made or given by or on behalf of the Investor Insured without the written consent of the Company. 10.3 The Company will have the right but in no case the obligation, to consummate take over and conduct in the Closing name of the insured the defence of any claims and will have full discretion in the conduct of any proceedings and in the settlement of any claim and having taken over the defence of any claim may relinquish the same. All amounts expended by the Company in the defence, settlement or payment of any claim will reduce the limits of indemnity specified in the Schedule of the Policy. In the event that 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 right will serve to modify or expand in any 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. 10.4 The Insured shall be subject give all such information and assistance as the Company may reasonably required. 10.5 The Insured shall give notice as soon as reasonably practicable of any fact, event or circumstance which materially changes the information supplied to the condition that all representations Company at the time when this policy was effected and warranties the Company may amend the terms of this policy. 10.6 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 other statements of upon such payment being made the Company shall relinquish the conduct and control of and be true under no further liability in connection with such claims. 10.7 The Policy and correct 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. <<< 29 >>> 10.8 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 shall not be liable to pay or contribute more than its rateable proportion of such liability. 10.9 This Policy does not cover liability which at the 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. 10.10 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 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 cancelled 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 not claim under the Policy during the period of Insurance. In case of any claim under the policy, no refund of premium shall be allowed. 10.11 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 claim. Under not circumstance it shall be permissible to reinstate the aggregate limit of indemnity to the original level even on payment of extra premium. 10.12 It is also hereby further expressly agreed and declared that if the Company shall disclaim liability to the Insured for any claim hereunder and such claim shall not within 12 calendar months from the date of this Agreement and such disclaimer have been made the date subject matter of suit in a court of Law then the Closing (except those representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date claim shall be true and correct as of such date), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase Agreement. (b) 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 been abandoned and shall not thereafter be recoverable hereunder. 10.13 The Company shall not be liable make any payment under this purpose only, full conversion and/or exercise of such securities by the Investor and such other persons) would represent more than 9.9% Policy in respect of any class of voting securities 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 Company outstanding Insured and/or if the insurance has been continued in consequence of any material mis-statement or the non-disclosure of any material information by or on the date behalf of the Closing (after giving effect to the purchase of the Investor Shares contemplated hereby); and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waived.Insured. <<< 30 >>>

Conditions. (a) The obligation of the Investor Bank to consummate the Closing execute and to perform this Agreement shall be subject to the condition that all representations and warranties and other statements full satisfaction of the Company shall be true and correct following conditions precedent on or before the date of execution of this Agreement: (a) Copies, certified as of the date of execution of this Agreement, of such corporate documents and resolutions of Borrower and Guarantors as the Bank may request evidencing necessary action by Borrower to obtain necessary authorization for the execution and performance of this Agreement and all other agreements or documents delivered pursuant hereto as 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), 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 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase AgreementBank may reasonably request. (b) The obligation of the Company to consummate the Closing This Agreement shall be subject have been duly executed by Borrower and delivered to the condition that all representations Bank and warranties and other statements of executed by 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 performedBank. (c) The obligation Amended and Restated Revolving Line of each Credit Promissory Note shall have been duly executed by Borrower and delivered to the Bank in the form attached hereto as Exhibit A. (d) Borrower shall have paid all costs and expenses incurred by the Bank in connection with the negotiation, preparation and closing of the Investor this Agreement and the Company to consummate other documents and agreements delivered pursuant hereto, including the Closing shall be subject to the following additional conditions:reasonable attorneys’ fees. (1e) no provision No Event of Default, or any applicable law event which, with notice or regulation lapse of time, or both would constitute an Event of Default, shall have occurred 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;be continuing. (2f) No adverse change in the purchase by the Investor financial condition or affairs of the Investor Shares Borrower, as determined in Bank’s reasonable discretion, shall not have occurred. (ig) require the Investor No litigation or governmental proceeding shall have been instituted against Borrower or any of its affiliates to file a prior notice under officers or shareholders which in the Change in discretion of Bank, reasonably exercised, materially adversely affects the financial condition or continued operation of Borrower. (h) The Bank Control Actshall have received such additional financial information, 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 Investoragreements, together with any other person whose securities of the Company would documents and certifications, fully executed by Borrower, as may 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 reasonably requested 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 in Section 10 of the Branch Purchase Agreement, other than the condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as defined in the Branch Purchase Agreement), shall have been satisfied or waivedBank.

Conditions. The obligations of the Underwriter to purchase the Stock under this Agreement are subject to the satisfaction of each of the following conditions or waiver thereof by the Underwriter: (a) The obligation of All the Investor to consummate the Closing shall be subject to the condition that all representations and warranties and other statements of the Company contained in this Agreement shall be true and correct as of the date of this Agreement hereof and the date of at the Closing (except those representations and warranties that by their terms speak specifically as of Date. On or prior to the date of this Agreement or some other date shall be true and correct as of such date)Closing Date, 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 or complied with all of the agreements and satisfied all conditions on its obligations hereunder theretofore part to be performed (without giving effect performed, complied with or satisfied pursuant 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 have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by the Branch Purchase this Agreement. (b) The obligation 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 of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under this Agreement, including the issuance of any stop order suspending the qualification or exemption from qualification of any of the Stock in any jurisdiction, and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company to consummate the Closing shall after due inquiry, be subject to the condition that all representations and warranties and other statements of the Investor shall be true and correct pending or contemplated 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 performedDate. (c) The obligation of each No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Investor Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under this Agreement. 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 Stock, and (B) would not, individually or in the aggregate, have a Material Adverse Effect, except as disclosed in the Disclosure Package and the Final Prospectus. (d) Subsequent to the respective dates as of which data and information is given in the Registration Statement (exclusive of any amendment thereof), the Disclosure Package, the Final Prospectus (exclusive of any supplement thereto), or any Issuer Free Writing Prospectus (exclusive of any supplement thereto), 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 to consummate 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 and (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. (f) The Underwriter shall have received on the Closing shall be subject to the following additional conditionsDate: (i) certificates dated the Closing Date, signed by (1) no provision of any applicable law or regulation the Chief Executive Officer 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 principal financial or accounting officer 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 ActCompany, 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 on behalf of the Company would be aggregated with Company, to the Investor’s securities effect that (a) the representations and warranties set forth in Section 4 hereof are true and correct in all respects, as of the date hereof and at the Closing Date, (b) the Company for purposes of any bank regulation has performed 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 complied with all of the Company outstanding agreements and satisfied all conditions on its part to be performed, complied with or satisfied pursuant to this Agreement, (c) at the Closing Date or since the date of the Closing most recent financial statements in or incorporated by reference into the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto after giving effect to the purchase of the Investor Shares contemplated herebydate hereof); and (3) the conditions set forth in Section 10 of the Branch Purchase Agreement, other than as disclosed in or incorporated by reference into the Disclosure Package and the Final Prospectus or contemplated hereby, no event or events have occurred, no information has become known nor does any condition set forth exist that, individually or in Section 10.3(ethe aggregate, would have a Material Adverse Effect, (d) since the date of the Branch Purchase Agreement most recent financial statements in or incorporated by reference into the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto after the Applicable time), other than as disclosed in or incorporated by reference into the Disclosure Package and the Final Prospectus 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 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 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 (financial or otherwise) or results of operations or prospects of the Company and its Subsidiaries, 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 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 Stock has not been enjoined (temporarily or permanently). (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company, certifying such matters as the Underwriter may reasonably request. (iii) the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Company, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel to the Underwriter. (iv) the opinion of Robins, Kaplan, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, local counsel to the Company, dated the Closing Date, in the form attached hereto as Exhibit D. (v) an opinion, dated the Closing Date, of Mayer, Brown, ▇▇▇▇ & Maw LLP, counsel to the Underwriter, in form satisfactory to the Underwriter covering such matters as are customarily covered in such opinions. (g) The Underwriter shall have received from E&Y, independent auditors, with respect to the Company’s acceptance , (i) a customary comfort letter, as of the proceeds of Applicable Time, in form and substance reasonably satisfactory to the Acceptable Financing (as defined Underwriter, with respect to the financial statements and certain financial information contained in the Branch Purchase Agreement)or incorporated by reference into the Registration Statement, the Disclosure Package 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, to the effect that E&Y reaffirms the statements made in its letter furnished pursuant to clause (i) above. (h) This Agreement shall have been satisfied executed and delivered by the Company and the Underwriter, and the Underwriter shall have received a fully executed original of this Agreement. (i) The Underwriter shall have received copies of all opinions, certificates, letters and other documents delivered under or waivedin connection with the Offering or any transaction contemplated in this Agreement. (j) The Underwriter shall have received the Disclosure Package and the Final Prospectus, and the terms of this Agreement shall conform in all material respects to the description thereof in the Disclosure Package and the Final Prospectus. (k) All necessary clearance and approvals required to be obtained from the NASD in connection with the Offering shall have been obtained (including with respect to the fairness and reasonableness of the underwriting terms and arrangements). (l) None of the parties to this Agreement are in breach or default in any material respect under their respective obligations thereunder. (m) At the date of this Agreement, the Underwriter shall have received an agreement substantially in the form of Exhibit B hereto, signed by each of the persons listed in Schedule IV hereto. (n) At the Closing Date, the Stock to be purchased by the Underwriter at such time shall have been approved for quotation on the NASDAQ National Market, subject only to official notice of issuance.