Common use of Conditions Clause in Contracts

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following matters: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Party; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.

Conditions. 4.1 The obligations For the purposes of Article 4(8) of the PartiesMoU, respectivelyan authority listed in Article 1 of this Annex shall be considered as an onward sharing authority, as contemplated by this Agreement, are in all respects conditional upon under the following mattersconditions: (1) Confidential Information is transmitted only where necessary for the performance of the authorities’ lawful supervisory tasks; (2) Confidential information is needed for the discharge of the own supervisory functions of the onward sharing authority; (3) The supervisory function for which confidential information is needed is one of the following: (a) Each Party being given full access to all the relevant records relating to public duty of supervising other financial sector entities and the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent supervision of the furnishing Party;financial markets;7 (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose responsibility for maintaining the stability of this Agreement and the transactions contemplated hereinfinancial system through the use of macroprudential instruments; (c) The completion the protection of the agreements contemplated hereby, including stability of the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabovefinancial system; (d) No governmental agency the administration of contractual or regulatory body institutional protection schemes, that is a contractual or any statutory liability arrangement which has been authorized by the competent authority under the applicable law to protect member institutions and in particular ensure their liquidity and solvency to avoid bankruptcy where necessary; (e) the overseeing of bodies involved in the liquidation and bankruptcy of institutions and in other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges similar procedures; (f) the completion and performance prevention of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation use of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation financial system for the purposes of money laundering and terrorist financing; (g) the administration of deposit-guarantee schemes and investor compensation schemes; (h) the overseeing of persons charged with carrying out statutory audits of the transactions contemplated by this Agreementaccounts of institutions, insurance undertakings and financial institutions; 7 This does not include market conduct functions. (j) recovery and early intervention of institutions. 4.2 MOT and its representatives (4) The information received shall have in any event be subject under the right applicable law to conduct a full due diligence review professional secrecy requirements at least equivalent to those applicable to the authority that provided the information. The equivalence of the activitiesconfidentiality regime applicable to the UK authorities shall be evaluated having regard to the EBA assessment. (5) In addition to such professional secrecy requirements as may be required by law, accountsconfidential information will not be further disclosed by the onward sharing authority, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilitiesexcept to other authorities listed in Article 1 of this Annex, and other facets subject to the obligation to notify the Authority which provided the information in accordance with Article 4(8) of the businesses MoU or as authorised by the authority which has provided the information in accordance with Article 4(6) of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.MoU.

Conditions. 4.1 The obligations Any of the Partiesobligation of Purchaser hereunder is conditional upon: 4.1.1 the Purchaser being satisfied in its sole and absolute discretion with the results of a legal and financial due diligence review to be conducted by it on the Holding Company and the Company; 4.1.2 if required, respectivelythe relevant stock exchange, as contemplated by government and securities authority and regulator in the United States granting listing of the PACT Shares to be issued herein; 4.1.3 if required, a resolution at a meeting of the Directors of PACT approving this Agreement, are the purchase of the Sale Shares, creating and giving authority for the issue of the Escrow Shares, the implementation of the transactions contemplated hereunder and all other matters incidental hereto in accordance with the provisions of PACT's articles of association and Bylaws and such rules, regulations and laws in force from time to time in the United States and which apply to PACT; 4.1.4 if required, the shareholders of PACT at a meeting of shareholders approving this Agreement, the purchase of the Sale Shares, creating and giving authority for the issue of the Escrow Shares, the implementation of the transactions contemplated hereunder and all respects conditional other matters incidental hereto in accordance with the provisions of PACT's articles of association and Bylaws and such rules, regulations and laws in force from time to time in the United States and which apply to PACT; 4.1.5 all amounts outstanding to the Seller by the Holding Company and the Company have been either repaid to the Holding Company and the Company or otherwise waived; and 4.1.6 the Purchaser being satisfied that the accounts of the Holding Company and the Company can be consolidated into PACT's audited financial statement, including balance sheet and income statements in accordance with the US GAAP. 4.2 The Seller, the Holding Company, and the Company undertakes to disclose in writing to the Purchaser anything which will or may prevent any of the conditions from being satisfied at or prior to Completion, as applicable, immediately upon the following mattersSeller and/or the Holding Company and/or the Company becoming aware of such a situation. 4.3 From the date of this Agreement until Completion, except for the transactions described herein or otherwise with the prior written consent of the Purchaser: (a) Each Party being given The Warrantor warrants and undertakes that they will cause the Holding Company and the Company to: (i) conduct its Business in the ordinary course and consistent with past practices; (ii) use its best efforts to maintain in full access force and effect the existence of the Holding Company and the Company; (iii) promptly and timely prepare and file any financial reports and franchise tax returns and pay all taxes and assessments, if any, required to maintain the existence of the Holding Company and the Company; (iv) keep records in which true and correct entries will be made of all material transactions by and with the relevant records relating to Holding Company and the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without Company; (v) duly observe all material requirements of governmental authorities unless contested in good faith by appropriate proceedings with the consent of the furnishing PartyPurchaser; (vi) promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Holding Company and the Company unless contested in good faith by appropriate proceedings with the consent of the Purchaser; (vii) at all times comply with the provisions of all contracts, agreements and leases to which the Holding Company and the Company is a party, unless contested in good faith by appropriate proceedings with the consent of the Purchaser; and (viii) to use best endeavors to procure that the employees of the Holding Company and the Company at the date of this Agreement remain and continue as employees after completion; (b) There not being any objection put forward by any relevant authority in connection with The Warrantor warrants and undertakes to cause the finality and purpose of this Agreement Holding Company and the transactions contemplated hereinCompany not to: (i) modify its [Memorandum or Articles of Association] [Bylaws]; (cii) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabovecause or permit its liquidation or dissolution; (diii) No governmental agency institute, or regulatory body permit to be instituted against it, any proceeding, which remains undismissed for a period of [30] days after the filing thereof, seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order or relief or the appointment of receiver, trustee or other person similar official for it or organization having instituted for any action, suit or investigation which restrains, prohibits or otherwise challenges substantial part of its property; (iv) make a general assignment for the completion and performance benefit of the transactions contemplated its creditors; (v) except as agreed in this Agreement; , declare or threatened pay any dividend or make any distribution to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals eventsshareholders; (vi) issue, circumstancesredeem, facts sell or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Tetondispose of, or matters that materially adversely affect the rights create any obligation to issue, redeem, sell or dispose of, any shares of MOT hereunderits capital stock (whether authorized but unissued or held in treasury); (vii) effect any stock split, reclassification or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.combination;

Conditions. 4.1 3.1 The obligations completion of the Parties, respectively, as contemplated by this Agreement, are in all respects sale and purchase of shares hereunder shall be conditional upon the following mattersupon: (a) Each Party being given full access to all The Purchaser’s satisfaction with the completion and result of a comprehensive due diligence inspection of the Company (which shall cover without limitation the legal, financial and commercial aspects) and the Purchaser shall have the absolute discretion in deciding whether or not it is satisfied with the result of such inspection. (b) The obtaining of the relevant records Board Resolution and Shareholders’ Resolution of the Company to approve the terms of this Agreement and all matters and affairs relating to the transaction hereunder, as required. (c) To obtain all necessary consent and approval as may be required under the laws and regulations governing stock trading in the United States of America (including all relevant consents and approvals of governmental and regulatory authorities) regarding the transaction hereunder for the consideration as agreed by the Purchaser. (d) If so required, the obtaining of a letter of approval issued by a lawyer in the United States of America by the Purchaser (in such format and contents as the Purchaser in its absolute discretion may determine) regarding the contents and the effects of this Agreement, including :- (i) the legality and feasibility of the contents of this Agreement, including the setting of the price for the issue of any shares under this Agreement and all matters concerning the transfer of such shares; (ii) to confirm that all the procedural requirements and requisite approval has been complied with and obtained for the acquisition of the shares of the Company under this Agreement; and (iii) regarding all other Partiesmatters the performance, fulfillment or occurrence of which the Purchaser may reasonably require. (e) All the covenants and confirmation contained in this Agreement being truthful and free from misleading information from the date of this Agreement until the date of Completion. (f) The Sale Shares be freely transferable to an independent third party without violation of the laws and regulations of the People’s Republic of China or its governmental policy. 3.2 The Vendor shall use its best endeavours to assist the Purchaser and such persons as the Purchaser may authorize for such purpose to complete the due diligence inspection and to allow them to enter into the premises of the Company and to peruse all the books, documents, contracts, records, tax forms, permits, correspondence and return forms and such other information of the Company as the Purchaser may reasonably require, so that it can conduct a comprehensive due diligence exercise (covering, but not limited to, the legal, financial and business aspects of the Company), and allow copies to be made of the relevant documents. The Parties Company’s directors and staff should give the Purchaser all the required information and explanations. For the avoidance of doubt, the carrying out of due diligence inspection will not exonerate the Vendor from any obligation or liability towards the Purchaser nor limit the scope of such obligation or liability. 3.3 The Purchaser is entitled to waive any requirement under Clause 3.1 hereof. If, (a) any condition under Clause 3.1(a) has not been fulfilled (or otherwise waived by the Purchaser) before 3:00 p.m. on the Completion Date or on such postponed date for Completion as the Purchaser may agree or (b) the Purchaser is not satisfied with the result of the due diligence inspection according to Clause 3.2 hereof and notify the Vendor according in writing, then this Agreement shall become null and void and neither party shall have any further obligation or liability towards the other under this Agreement. 3.4 If any pre-condition to Completion has not been fulfilled on or before the Completion Date or has been rendered unfulfillable then the Vendor or the Company must upon its gaining knowledge of the situation forthwith inform the Purchaser in writing accordingly. Both parties hereby declare that theynotwithstanding the issue of the written notification mentioned above all the Vendor’s legal obligations under this Agreement will remain unchanged. 3.5 From the date of this Agreement until the Completion Date, save and their representatives shall not disclose any information so furnished without except with the consent of the furnishing Party; (b) There not being any objection put forward by any relevant authority Purchaser, the Vendor covenants to procure that the Company will :- keep the daily operation and maintenance of best practice maintain its full operation; accounts payable in connection a timely fashion; maintain all records of the major operation the Vendor and the Company accurately. comply with the finality and purpose of this Agreement government’s main demands, except where is reason to object to such demand and the transactions contemplated herein; (c) The completion consent of the agreements contemplated hereby, including Purchaser to raise such objection having been obtained; pay up the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation payments which restrains, prohibits or otherwise challenges the completion and performance should be paid out of the transactions contemplated in this Agreement; turnover or threatened to take any action as a result of or in anticipation profits, taxes and fees and government funds, except where there is sufficient reason for claiming that such sums are not payable and the prior consent of the transactions contemplated in this agreementPurchaser to object to such payment having been obtained; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon fulfill all the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments contracts signed by the Vendor or the Company; refrain from selling any of the Company’s assets and otherwise undertake such operations as necessary to give effect to contractual rights without first obtaining the foregoingprior written consent of the Purchaser.

Conditions. 4.1 The (a) All obligations of Buyer under this Agreement are subject to the Partiesfulfillment of each of the following conditions, respectivelyany one or more of which may be waived in writing by Buyer prior to the Closing: (i) The representations and warranties of Seller contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made and at Closing, Seller shall deliver a reaffirmation of all representations and warranties hereunder signed by Seller and certified as contemplated of the Closing Date. (ii) Seller shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (iii) Buyer and Seller shall have executed and delivered all documents to be executed and delivered at Closing pursuant to the terms hereof. (iv) Buyer shall have received the Title Policies in accordance with the requirements of Section 6(b) or the written assurances of the Title Company that the Title Policies meeting the requirements of this Agreement will be issued within a reasonable period of time after Closing. (v) To the extent required by applicable law, Buyer shall have received the regulatory approvals of any governmental authorities regulating the Facilities or the transaction which is the subject of this Agreement in order to enable Buyer to take title to Seller’s Assets or any portion thereof and any applicable waiting period under such laws shall have expired. (vi) Either Buyer shall have received written consent from the applicable lenders with respect to Buyer’s assumption of the Existing Debt (the “Lenders’ Consent”) at Closing or Seller shall have provided any required notices for the prepayment or defeasance of the Existing Debt at Closing and any applicable prepayment/defeasance notice periods shall have expired. Notwithstanding the foregoing, Buyer acknowledges that the receipt of the Lenders’ Consent is not a condition of Closing and, if such consent is not available within the timeline for Closing provided in this Agreement, are Seller shall be entitled to payoff Existing Debt at Closing from the proceeds of the sale and/or cause Buyer to defease such debt (where prepayment is not permitted by the terms of the applicable loan documents), and Buyer shall be responsible for any and all prepayment fees and/or defeasance costs associated therewith as provided in all respects conditional Section 5(h) above. (vii) Tenant and Seller shall have entered into lease termination agreements with respect to the Facility Leases (the “Lease Termination Agreements”), pursuant to which the Facility Leases shall be terminated effective as of Closing. Notwithstanding the foregoing, if reasonably requested by Buyer in connection with the assumption of the Existing Debt or in order to facilitate the continued licensing of any applicable Facility comprising a part of the Seller’s Assets, Seller shall execute and deliver an assignment of any of the Facility Leases (and related ancillary agreements) at Closing to Buyer or an Affiliate of Buyer designated by Buyer (the “Lease Assignments”). (vi) Prior to the expiration of the Due Diligence Review Period, Seller and Buyer shall have agreed upon the following matters: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent form of the furnishing Party;Seller Carry-back Loan Documents, which Seller Carry-back Loan Documents shall be executed and delivered concurrently with the Closing. (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose All obligations of Seller under this Agreement and are subject to the transactions contemplated herein;fulfillment, prior to or as of the Closing Date, of each of the following conditions, any one or more of which may be waived by Seller in writing: (ci) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth hereinof Buyer contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made and at Closing, reveal any material liabilities Buyer shall deliver a reaffirmation of Goloil, Goltech all representations and warranties hereunder signed by Buyer and certified as of the Closing Date. (ii) Buyer shall have performed all of its obligations under this Agreement that are to be performed by it prior to or Teton, or matters that materially adversely affect as of the rights of MOT hereunder, or under any agreement Closing Date. (iii) Buyer and Seller shall have executed and delivered in connection herewith, then MOT may terminate this Agreement, all documents to be executed and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect delivered at Closing pursuant to the foregoingterms hereof. (iv) Tenant and Seller shall have entered into the Lease Termination Agreements and/or Lease Assignments, as the case may be. (v) Prior to the expiration of the Due Diligence Review Period, Seller and Buyer shall have agreed upon the form of the Seller Carry-back Loan Documents, which Seller Carry-back Loan Documents shall be executed and delivered concurrently with the Closing.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects 3.1 Completion is conditional upon the following mattersupon: (a) Each Party being given full access the Purchaser having completed its due diligence (including without limitation, legal, financial and commercial aspects) in respect of the Group referred to all in Clause 3.3 below and the relevant records relating results of which are, in the absolute opinion of the Purchaser, satisfactory and acceptable to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing PartyPurchaser in all respects; (b) There the due execution of a share transfer agreement by the Vendors and the Purchaser's Nominees; (c) if so required, passing of necessary resolutions by directors of the Purchaser at a board meeting approving (i) this Agreement and the transactions contemplated herein and (ii) the allotment and issue of the Consideration Shares to the Vendors credited as fully paid; (d) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required under US securities laws or other relevant laws, regulations and rules in US in respect of this Agreement, the allotment and issue of the Consideration Shares and the transactions contemplated hereunder having been obtained by the Purchaser; (e) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required in respect of the sale and purchase of the Sale Interests and/or the change of control of the Company having been obtained from the relevant PRC governmental authorities, including but not being any objection put forward limited to the new business license for the Company; (f) the Purchaser having obtained a legal opinion issued by any relevant authority a lawyer (acceptable to the Purchaser) qualified to practice PRC laws (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in connection with respect of: (i) the finality legality and purpose validity of this Agreement and the transactions contemplated herein; (cii) The the completion of all necessary procedures and obtaining of all necessary approvals regarding the agreements contemplated hereby, including sale and purchase of the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveSale Interests; (diii) No governmental agency the appointment of Director(s) nominated by the Purchaser become effective; (iv) no change in the permitted scope business of the Company after the transfer of the Sale Interests; (v) all other matters reasonably requested by the Purchaser; (g) the Purchaser having obtained a legal opinion issued by a US legal counsel (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in respect of: (i) the legality and validity of this Agreement, allotment and issue of the Consideration Shares and the transactions contemplated herein; (ii) the completion of all necessary procedures and obtaining of all necessary approvals regarding the acquisition of the Sale Interests; and (iii) all other matters reasonably requested by the Purchaser; (h) the Vendors having obtained a consent letter duly signed by all shareholders and person who has any direct or regulatory body indirect interest in the registered capital of the Company waiving their respective rights of pre-emption or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance rights they may have in respect of the transactions contemplated Sale Interests; (i) the due execution of a share transfer and pledge agreement by the Purchaser's Nominees and the Purchaser; (j) the Warranties and undertakings under this Agreement are true and accurate and are not misleading in any material aspects at Completion as if repeated at Completion and at all time between the date of this Agreement; or threatened to take any action as a result of or in anticipation Agreement and the Completion. 3.2 The Vendors shall jointly and severally procure the fulfillment of the transactions contemplated condition precedents mentioned in this agreement; or proposed or enacted Clauses 3.1(e) above and shall keep the Purchaser fully informed of all their actions and efforts in connection with their obtaining the necessary consents, permits and approvals from the relevant regulatory authorities, including without limitation, providing the Purchaser immediately with all of their correspondence with these relevant regulatory authorities. 3.3 In relation to Clause 3.1(a), the Vendors shall give and shall procure that the Purchaser and/or any statute or regulation which would prohibitpersons authorized by it in writing will be given such access to the premises and all books, materially restrict or materially delay implementation documents, title deeds, records, returns, approvals, correspondence and accounts of the transactions contemplated Company and all members of the Group and all such information relating to the Group as may be reasonably requested by this Agreement. 4.2 MOT or on behalf of the Purchaser to undertake and its representatives shall have the right to conduct a full due diligence review (including but without limitation, in all legal, financial and commercial aspects) against the Group and be permitted to take copies of any such books, documents, title deeds, records and accounts and that the directors and employees of all members of the activitiesGroup shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them. For the avoidance of doubt, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts shall not limit or other matters which breach otherwise qualify in any way the representations obligations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or Vendors under Clause 10. 3.4 The Purchaser may at any agreement executed and delivered time by notice in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect writing to the foregoingVendors waive any of the conditions set out in Clause 3.1 . If (a) any of the conditions set out in Clause 3.1 has not been satisfied (or as the case may be, waived by the Purchaser) on or before 5:00 p.m. on the Long Stop Date or such later date as the Purchaser may agree; or (b) the Purchaser is not satisfied with the results of the due diligence conducted according to Clause 3.3 and informs the Vendors in writing at any time, this Agreement shall cease and determine and the parties to this Agreement shall not have any obligations and liabilities.

Conditions. 4.1 The obligations 2.1 Subject to the terms of the PartiesMandate Documents, respectively, as contemplated by this Agreement, are in all respects conditional upon the Underwriter is pleased to offer to underwrite and provide to the Borrower 100% of the Facility. 2.2 The Underwriter’s offer to underwrite the Facility is subject to satisfaction of the following mattersconditions: (a) Each Party being given full access to compliance by the Co-Borrowers with all the relevant records relating to terms of each Mandate Document in all material respects and the other Parties. The Parties agree that they, and their representatives shall Mandate Documents not disclose any information so furnished without having been terminated in accordance with the consent of the furnishing Partyterms thereof; (b) There not being any objection put forward by any relevant authority the preparation, execution and delivery of the Facility Agreement (in connection accordance with the finality Term Sheet and purpose otherwise in form and substance mutually satisfactory to the Co-Borrowers and the Underwriter) by no later than six months after the date of this Agreement Letter or any later date agreed between the Co-Borrowers and the transactions contemplated hereinMandated Lead Arranger; (c) The completion there being no material adverse changes in the business, financial conditions, or assets of the agreements contemplated hereby, including Co-Borrowers and the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveTarget; (d) No governmental agency satisfaction of all conditions precedent to utilisation set out in the sections headed “Conditions Precedent” and “Further Conditions Precedent” in the Term Sheet; and (e) it not being illegal or regulatory body unlawful for the Underwriter (or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance Affiliate of the transactions Underwriter) if the Underwriter were to perform any of its obligations as contemplated under the Mandate Documents or to fund, make available or maintain its participation under the Facility. 2.3 If it is or becomes unlawful in this Agreementany applicable jurisdiction for the Underwriter (or any Affiliate of the Underwriter) to perform any of its obligations as contemplated by the Mandate Documents or to fund, make available or maintain its participation under the Facility, the Mandated Lead Arranger shall: (a) promptly notify the Co-Borrowers upon becoming aware of that event; and (b) in consultation with the Co-Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would result in its underwriting in respect of the Facility not being available including (but not limited to) transferring its rights and obligations under the Mandate Documents to one or threatened to take any action more of its Affiliates provided that: (i) the Co-Borrowers shall promptly, jointly and severally, indemnify the Underwriter for all costs and expenses reasonably and properly incurred by the Underwriter as a result of or steps taken by it pursuant to this paragraph (b); and (ii) the Underwriter is not obliged to take any such steps if, in anticipation the opinion of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibitUnderwriter (acting reasonably), to do so might be materially restrict or materially delay implementation of the transactions contemplated by this Agreementprejudicial to it. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.

Conditions. 4.1 3.1 The obligations of the PartiesParties to complete the issuance and subscription of the First Subscription Shares pursuant to this Agreement shall be conditional upon the satisfaction or, respectivelyif applicable, waiver of the following conditions: 3.1.1 there not having occurred at any time before First Completion, any event or circumstance which renders any of the TM Home Warranties untrue, inaccurate or misleading in any material respect; 3.1.2 there not having occurred at any time before First Completion, any event or circumstance which renders any of the Alibaba Warranties untrue, inaccurate or misleading in any material respect; 3.1.3 there not having occurred at any time before First Completion, any event or circumstance which renders any of the E-House Warranties untrue, inaccurate or misleading in any material respect; 3.1.4 E-House having obtained the consent and waiver from holders of the Old Notes for, among other things, the transactions contemplated herein and the Restructuring; 3.1.5 each of the Cooperation Agreements having been terminated; 3.1.6 all the authorisations, approvals, consents, waivers and permits of, and filings with, Government Entities which are necessary for the entry into this Agreement and/or the performance of the obligations hereunder or otherwise to give effect to the transactions contemplated hereunder as required by Applicable Laws having been granted, received, obtained and completed; 3.1.7 there not being in effect any Applicable Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement; and 3.1.8 E-House paying Alibaba Investment, are on the First Completion Date, an amount of US$1,275,000 (the “Incentive Fee”) in all respects consideration for Alibaba Investment electing not to subscribe for additional shares in TM Home pursuant to Clauses 2.1 and 2.2. 3.2 The obligations of the Parties to complete the issuance and subscription of the Second Subscription Shares pursuant to this Agreement shall be conditional upon the satisfaction or, if applicable, waiver of the following mattersconditions: (a) Each Party being given full access to 3.2.1 there not having occurred at any time before Second Completion, any event or circumstance which renders any of the TM Home Warranties untrue, inaccurate or misleading in any material respect; 3.2.2 there not having occurred at any time before Second Completion, any event or circumstance which renders any of the Alibaba Warranties untrue, inaccurate or misleading in any material respect; 3.2.3 there not having occurred at any time before Second Completion, any event or circumstance which renders any of the E-House Warranties untrue, inaccurate or misleading in any material respect; 3.2.4 the courts of the Cayman Islands and Hong Kong having sanctioned the relevant Scheme filed under the laws of Cayman Islands and the laws of Hong Kong, as the case may be, and the Restructuring having become unconditional in all respects; 3.2.5 all the relevant records relating to the other Parties. The Parties agree that theyauthorisations, approvals, consents, waivers and permits of, and their representatives shall not disclose any information so furnished without filings with, Government Entities which are necessary for the consent entry into this Agreement and/or the performance of the furnishing Party; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose of this Agreement and obligations hereunder or otherwise to give effect to the transactions contemplated herein;hereunder as required by Applicable Laws having been granted, received, obtained and completed; and (c) The completion of the agreements contemplated hereby3.2.6 there shall not be in effect any Applicable Law restraining, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits enjoining or otherwise challenges prohibiting or making illegal the completion and performance consummation of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT 3.3 The Conditions set out in Clauses 3.1.1 and its representatives 3.2.1 may be waived in writing in whole or in part by E-House and Alibaba Investment. The Conditions set out in Clauses 3.1.2 and 3.2.2 may be waived in writing in whole or in part by E-House. The Conditions set out in Clauses 3.1.3, 3.1.5, 3.1.8 and 3.2.3 may be waived in writing in whole or in part by Alibaba Investment. The Conditions set out in Clauses 3.1.4, 3.1.6, 3.1.7, 3.2.4, 3.2.5 and 3.2.6 may not be waived by any Party. 3.4 E-House shall have use all reasonable endeavours to procure the right to conduct a full due diligence review satisfaction and continued satisfaction of the activitiesConditions set out in Clauses 3.1 and 3.2 (other than the Conditions set out in Clause 3.1.1, accounts3.1.2, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, 3.2.1 and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing3.

Conditions. 4.1 At Closing, the Companies shall deliver to the PaineWebber Parties one or more stock certificates registered in the name of PaineWebber representing the number of Purchase Shares set forth in Section 1 above. The obligations obligation of the PartiesCompanies to complete the purchase and sale of the Purchase Shares and deliver such stock certificate(s) to the PaineWebber Parties at the Closing shall be subject to the following conditions, respectivelyany one or more of which may be waived by both of the Companies acting together: (i) receipt by the Companies of immediately available funds (or other mutually agreed upon form of payment) in the full amount of the purchase price specified in Section 2 for the Purchase Shares being purchased hereunder, (ii) the accuracy in all material respects as contemplated of the Closing Date, of the representations and warranties made by this the PaineWebber Parties herein and the fulfillment, in all material respects, of those undertakings of the PaineWebber Parties to be fulfilled prior to the Closing, (iii) execution and delivery of the Adjustment Agreement, are in all respects conditional upon (iv) receipt by the following matters: (a) Each Party being given full access to all the relevant records relating Companies of a cross-receipt with respect to the other Parties. The Parties agree Purchase Shares executed by PaineWebber Agent on behalf of PaineWebber and (v) receipt by the Companies of a certificate by an officer or authorized representative of PaineWebber Agent to the effect that they, the representations and their representatives shall not disclose any information so furnished without the consent warranties of the furnishing Party; (b) There not being any objection put forward by any relevant authority PaineWebber Parties set forth in connection with Section 5 hereof are true and correct as of the finality and purpose date of this Agreement and the transactions contemplated herein; (c) The completion as of the agreements contemplated herebyClosing Date. The obligation of PaineWebber to accept delivery of such stock certificate(s) and to pay for the Purchase Shares evidenced thereby shall be subject to the following conditions, including any one or more of which may be waived by the amendment of Goltech's regulationsPaineWebber Parties: (i) the accuracy in all material respects, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance as of the transactions contemplated in this Agreement; or threatened to take any action as a result Closing Date, of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth hereinmade by the Companies herein and the fulfillment, reveal any in all material liabilities respects, of Goloilthose undertakings of the Companies to be fulfilled prior to the Closing, Goltech or Teton(ii) receipt by the PaineWebber Parties of all opinions, or matters that materially adversely affect letters and certificates to be delivered by the rights Companies pursuant to this Purchase Agreement, (iii) execution and delivery of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this the Adjustment Agreement, and thereupon (iv) receipt by the provisions PaineWebber Parties of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect a cross-receipt with respect to the foregoingpurchase price for the Purchase Shares executed by the Companies.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects 3.1 Completion is conditional upon the following mattersupon: (a) Each Party being given full access the Purchaser having completed its due diligence (including without limitation, legal, financial and commercial aspects) in respect of the Group referred to all in Clause 3.3 below and the relevant records relating ----------- results of which are, in the absolute opinion of the Purchaser, satisfactory and acceptable to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing PartyPurchaser in all respects; (b) There the due execution of a share transfer agreement by the Vendors and the Purchaser's Nominees; (c) if so required, passing of necessary resolutions by directors of the Purchaser at a board meeting approving (i) this Agreement and the transactions contemplated herein and (ii) the allotment and issue of the Consideration Shares to the Vendors credited as fully paid; (d) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required under US securities laws or other relevant laws, regulations and rules in US in respect of this Agreement, the allotment and issue of the Consideration Shares and the transactions contemplated hereunder having been obtained by the Purchaser; (e) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required in respect of the sale and purchase of the Sale Interests and/or the change of control of the Company having been obtained from the relevant PRC governmental authorities, including but not being any objection put forward limited to the new business license for the Company; (f) the Purchaser having obtained a legal opinion issued by any relevant authority a lawyer (acceptable to the Purchaser) qualified to practice PRC securities laws (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in connection with respect of: (i) the finality legality and purpose validity of this Agreement and the transactions contemplated herein; (cii) The the completion of all necessary procedures and obtaining of all necessary approvals regarding the agreements contemplated hereby, including sale and purchase of the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveSale Interests; (diii) No governmental agency the appointment of Director(s) nominated by the Purchaser become effective; (iv) no change in the permitted scope business of the Company after the transfer of the Sale Interests; (v) all other matters reasonably requested by the Purchaser; (g) the Purchaser having obtained a legal opinion issued by a US legal counsel (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in respect of: (i) the legality and validity of this Agreement, allotment and issue of the Consideration Shares and the transactions contemplated herein; (ii) the completion of all necessary procedures and obtaining of all necessary approvals regarding the acquisition of the Sale Interests; and (iii) all other matters reasonably requested by the Purchaser; (h) the Purchaser having obtained a consent letter duly signed by all shareholders and person who has any direct or regulatory body indirect interest in the registered capital of the Company waiving their respective rights of pre-emption or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance rights they may have in respect of the transactions contemplated Sale Interests; (i) the due execution of a share transfer and pledge agreement by the Purchaser's Nominees and the Purchaser; (j) the Warranties and undertakings under this Agreement are true and accurate and are not misleading in any material aspects at Completion as if repeated at Completion and at all time between the date of this Agreement; or threatened to take any action as a result of or in anticipation Agreement and the Completion. 3.2 The Vendors shall jointly and severally procure the fulfillment of the transactions contemplated condition precedents mentioned in this agreement; or proposed or enacted Clauses 3.1(e) above and shall keep -------------- the Purchaser fully informed of all their actions and efforts in connection with their obtaining the necessary consents, permits and approvals from the relevant regulatory authorities, including without limitation, providing the Purchaser immediately with all of their correspondence with these relevant regulatory authorities. 3.3 In relation to Clause 3.1 (a) the Vendors shall give and shall procure ------------- that the Purchaser and/or any statute or regulation which would prohibitpersons authorized by it in writing will be given such access to the premises and all books, materially restrict or materially delay implementation documents, title deeds, records, returns, approvals, correspondence and accounts of the transactions contemplated Company and all members of the Group and all such information relating to the Group as may be reasonably requested by this Agreement. 4.2 MOT or on behalf of the Purchaser to undertake and its representatives shall have the right to conduct a full due diligence review (including but without limitation, in all legal, financial and commercial aspects) against the Group and be permitted to take copies of any such books, documents, title deeds, records and accounts and that the directors and employees of all members of the activitiesGroup shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them. For the avoidance of doubt, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts shall not limit or other matters which breach otherwise qualify in any way the representations obligations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or Vendors under Clause 10. --------- 3.4 The Purchaser may at any agreement executed and delivered time by notice in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect writing to the foregoingVendors waive any of the conditions set out in Clause 3.1. If (a) any of the ----------- conditions set out in Clause 3.1 has not been satisfied (or as the case ---------- may be, waived by the Purchaser) on or before 5:00 p.m. on the Long Stop Date or such later date as the Purchaser may agree; or (b) the Purchaser is not satisfied with the results of the due diligence conducted according to Clause 3.3 and informs the Vendors in writing at ---------- any time, this Agreement shall cease and determine and the parties to this Agreement shall not have any obligations and liabilities.

Conditions. 4.1 The obligations (a) Notwithstanding anything in this Agreement to the contrary, Buyer's obligation to purchase a particular Property shall be subject to and contingent upon the satisfaction or waiver of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following mattersconditions precedent with respect to such Property: (ai) Each Party being given full access The willingness, upon the sole condition of the payment of any regularly scheduled premium, of the Title Company (or another title insurance company reasonably satisfactory to all Buyer) to issue Owner's Policies of Title Insurance in the relevant records relating form of the Title Policy issued to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Party; (b) There not being any objection put forward by any relevant authority applicable Transferor with respect to each Property in connection with the finality initial public offering of the stock of the Company (as herein defined) ("IPO") or, if no Title Policy was issued for a Property in connection with the IPO, then the Title Policy issued upon the acquisition of the Property by the applicable Transferor (or the party that contributed such Property to the Transferor at the IPO (a "Contributor") (or such other form(s) as may be reasonably satisfactory to Buyer)), and purpose with all of this Agreement the endorsements issued in any Title Policy issued by the Title Company for a particular Property insuring Buyer (or Buyer's permitted assignee or nominee) that title to the applicable Real Property is vested of record in Buyer (or Buyer's permitted assignee or nominee) on the Closing Date subject only to the printed conditions and exceptions of such policies (but deleting (by endorsement or otherwise), where permitted under applicable laws or regulations and at Buyer's expense, any co-insurance, creditors rights and so-called "standard" exceptions) and the transactions contemplated herein; Permitted Exceptions applicable to such Real Property. Transferors will cooperate and use reasonable efforts (cbut at no out-of-pocket cost to Transferors) The completion of to assist Buyer in obtaining all endorsements contained in the agreements contemplated hereby, including Title Policies (whether issued in connection with the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency IPO or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000an acquisition). Without limiting the foregoing, Teton shall provide if the Title Company (and, to MOT the extent applicable, a detailed list different title insurance company if one other than the Title Company previously issued any such endorsement) refuses to issue such endorsement to Buyer at closing with respect to a matter insured against under the Title Policies, upon request of its liabilities Buyer, Transferors will assert a claim against such insurer at Buyer's expense and obligationsdirection with the goal of enabling Buyer to obtain such endorsement from such title company. In Nothing contained in the event that such due diligence reveals eventssecond, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Tetonthird, or matters that materially adversely affect the rights fourth sentence of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon Section 3.1(a)(i) shall be construed as expanding the provisions of Clause 2.10 the first sentence of this Section 3.1(a)(i) or Section 2.6 or be considered a condition to Buyer's obligation to purchase any of the Properties and Transferors shall apply as have no liability whatsoever if MOT had breached they are unable to cause a title company to issue any such endorsement; (ii) With respect to a particular Property, such Property has not been designated a Deleted Property pursuant to this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect ; and (iii) Transferors' performance or tender of performance of all material obligations under this Agreement with respect to the foregoingapplicable Property, including Transferors' covenants under Section 4.2 with respect to such Property. (b) Notwithstanding anything in this Agreement to the contrary, Transferors' obligation to sell or exchange a particular Property or all of the Properties, as the case may be, shall be subject to and contingent upon the satisfaction or waiver of the following conditions precedent: (i) With respect to a particular Property, such Property has not been designated a Deleted Property pursuant to this Agreement; and (ii) Buyer's performance or tender of performance of all material obligations under this Agreement.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects 3.1 Completion is conditional upon the following mattersupon: (a) Each Party being given full access the Purchaser having completed its due diligence (including without limitation, legal, financial and commercial aspects) in respect of the Group referred to all in Clause 3.3 below and the relevant records relating results of which are, in the absolute opinion of the Purchaser, satisfactory and acceptable to the other Parties. The Parties agree that they, Purchaser in all respects; (b) the due execution of a share transfer agreement by the Vendors and their representatives shall not disclose any information so furnished without the consent of the furnishing PartyPurchaser's Nominees; (bc) There if so required, passing of necessary resolutions by directors of the Purchaser at a board meeting approving (i) this Agreement and the transactions contemplated herein and (ii) the allotment and issue of the Consideration Shares to the Vendors credited as fully paid; (d) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required under US securities laws or other relevant laws, regulations and rules in US in respect of this Agreement, the allotment and issue of the Consideration Shares and the transactions contemplated hereunder having been obtained by the Purchaser; (e) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required in respect of the sale and purchase of the Sale Interests and/or the change of control of the Company having been obtained from the relevant PRC governmental authorities, including but not being any objection put forward limited to the new business license for the Company; (f) the Purchaser having obtained a legal opinion issued by any relevant authority a lawyer (acceptable to the Purchaser) qualified to practice PRC securities laws (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in connection with respect of: (i) the finality legality and purpose validity of this Agreement and the transactions contemplated herein; (cii) The the completion of all necessary procedures and obtaining of all necessary approvals regarding the agreements contemplated hereby, including sale and purchase of the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveSale Interests; (diii) No governmental agency the appointment of Director(s) nominated by the Purchaser become effective; (iv) no change in the permitted scope business of the Company after the transfer of the Sale Interests; (v) all other matters reasonably requested by the Purchaser; (g) the Purchaser having obtained a legal opinion issued by a US legal counsel (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in respect of: (i) the legality and validity of this Agreement, allotment and issue of the Consideration Shares and the transactions contemplated herein; (ii) the completion of all necessary procedures and obtaining of all necessary approvals regarding the acquisition of the Sale Interests; and (iii) all other matters reasonably requested by the Purchaser; (h) the Purchaser having obtained a consent letter duly signed by all shareholders and person who has any direct or regulatory body indirect interest in the registered capital of the Company waiving their respective rights of pre-emption or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance rights they may have in respect of the transactions contemplated Sale Interests; (i) the due execution of a share transfer and pledge agreement by the Purchaser's Nominees and the Purchaser; (j) the Warranties and undertakings under this Agreement are true and accurate and are not misleading in any material aspects at Completion as if repeated at Completion and at all time between the date of this Agreement; or threatened to take any action as a result of or in anticipation Agreement and the Completion. 3.2 The Vendors shall jointly and severally procure the fulfillment of the transactions contemplated condition precedents mentioned in this agreement; or proposed or enacted Clauses 3.1(e) above and shall keep the Purchaser fully informed of all their actions and efforts in connection with their obtaining the necessary consents, permits and approvals from the relevant regulatory authorities, including without limitation, providing the Purchaser immediately with all of their correspondence with these relevant regulatory authorities. 3.3 In relation to Clause 3.1(a), the Vendors shall give and shall procure that the Purchaser and/or any statute or regulation which would prohibitpersons authorized by it in writing will be given such access to the premises and all books, materially restrict or materially delay implementation documents, title deeds, records, returns, approvals, correspondence and accounts of the transactions contemplated Company and all members of the Group and all such information relating to the Group as may be reasonably requested by this Agreement. 4.2 MOT or on behalf of the Purchaser to undertake and its representatives shall have the right to conduct a full due diligence review (including but without limitation, in all legal, financial and commercial aspects) against the Group and be permitted to take copies of any such books, documents, title deeds, records and accounts and that the directors and employees of all members of the activitiesGroup shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them. For the avoidance of doubt, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts shall not limit or other matters which breach otherwise qualify in any way the representations obligations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or Vendors under Clause 10. 3.4 The Purchaser may at any agreement executed and delivered time by notice in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect writing to the foregoingVendors waive any of the conditions set out in Clause 3.1. If (a) any of the conditions set out in Clause 3.1 has not been satisfied (or as the case may be, waived by the Purchaser) on or before 5:00 p.m. on the Long Stop Date or such later date as the Purchaser may agree; or (b) the Purchaser is not satisfied with the results of the due diligence conducted according to Clause 3.3 and informs the Vendors in writing at any time, this Agreement shall cease and determine and the parties to this Agreement shall not have any obligations and liabilities.

Conditions. 4.1 6.1. Conditions to Obligations of the Purchaser and the Company at Each Closing . The obligations of the Parties, respectively, as Purchaser and the Company to consummate the transactions contemplated by this Agreement, hereby to be consummated at each Closing are in all respects conditional upon subject to the satisfaction or waiver at or prior to the applicable Closing Date of each of the following mattersconditions: (a) Each Party being given full access to all no preliminary or permanent injunction or other Order by any Governmental Entity which prevents the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent consummation of the furnishing Partytransactions contemplated hereby shall have been issued and remain in effect (each party agreeing to use its reasonable best efforts to have any such injunction or Order lifted); (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose waiting period applicable to the consummation of this Agreement and the transactions contemplated hereinhereby under the HSR Act shall have expired or been terminated; (c) The completion of the agreements contemplated herebyno statute, including the amendment of Goltech's regulationsrule, and regulation or other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or Law shall have been enacted by any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation Governmental Entity which would prohibit, materially restrict prevent or materially delay implementation make illegal the consummation of the transactions contemplated by this Agreement; (d) any Consents, Filings and Approvals that are necessary for the consummation of the transactions contemplated by this Agreement shall have been made or obtained except where (i) the Company's failure to make or obtain such Consents, Filings and Approvals would not have a Material Adverse Effect or a material adverse effect on the Company's ability to perform its obligations under this Agreement or (ii) the Purchaser's failure to obtain such Consents, Filings and Approvals would not have a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement; and (e) no suit, claim, investigation, action or other proceeding shall be overtly threatened or pending against the Purchaser or the Company or any Subsidiary before any Governmental Entity which reasonably could be expected to result in the restraint or prohibition of any such party, or the obtaining of damages or other relief from any such party, in connection with this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby. 4.2 MOT and its representatives shall have the right 6.2. Additional Conditions to conduct a full due diligence review Obligations of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets Purchaser at Each Closing. The obligations of the businesses Purchaser to consummate the transactions contemplated hereby to be consummated at each Closing shall be subject to the satisfaction or waiver at or prior to the applicable Closing Date of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting each of the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach following additional conditions: (a) the representations and warranties of the Company contained in this Agreement shall have been true and correct in all respects at and as of the date they were made, and shall be true and correct in all respects at and as of such Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects (without regard to any qualifiers with respect to materiality or Material Adverse Effect set forth hereintherein) would have, reveal in the aggregate, a Material Adverse Effect or would have, in the aggregate, a material adverse effect on the Company's ability to perform its obligations under this Agreement; (b) the Company shall have performed, in all material respects, all of its obligations contemplated herein to be performed by the Company on or prior to such Closing Date; (c) from the date hereof through such Closing Date, there shall not have occurred, and be continuing, a Material Adverse Effect; (d) the Series B Certificate of Designation with respect to the series of Preferred Shares to be issued at such Closing and as dividends on Preferred Shares of such series shall have been duly filed with the Delaware Secretary of State in accordance with the laws of the State of Delaware, and such Series B Certificate of Designation shall be in full force and effect; (e) the Conversion Shares issuable upon conversion of the Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants shall have been duly authorized and reserved for issuance; (f) with respect to the purchase of the Preferred Shares and Warrants by Holding at any material liabilities Closing that occurs after the Initial Closing Date, the stockholders of GoloilPowertel, Goltech Inc. shall have approved the acquisition of Powertel, Inc. by VoiceStream Wireless Corporation and/or Deutsche Telecom AG; (g) the trading of the Common Stock shall not have been suspended by the SEC or Tetonthe Nasdaq Stock Market or by any other automated quotation system on which the Common Stock is quoted or by any national securities exchange on which the Common Stock is listed; (h) the Series A Holder Approval and the Company Stockholder Approval shall have been obtained; (i) the Company shall have obtained the waiver or amendment of provisions of the agreements listed on Exhibit 6.2 (i) to the extent specified in such Exhibit; and (j) the Company shall have delivered the following to the Purchaser: (i) an officer's certificate certifying as to the Company's compliance with the conditions set forth in clauses (a), (b) and (c) of this Section 6.2; (ii) a counterpart of the Registration Rights Agreement Registration Rights Agreement5.2(g)executed by the Company; (iii) the certificates and Warrants specified in Section 1.4; (iv) an opinion of the Company's independent counsel in substantially the form of, or as to substantially the matters that materially adversely affect set forth in, Exhibit 6.2(j)(iv); and (v) such other documents as may be required by this Agreement or reasonably requested by the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingPurchaser.

Conditions. 4.1 Mutual Conditions Precedent 6.1 The respective obligations of the Parties, respectively, as Parties hereto to complete the transactions contemplated by this AgreementAgreement shall be subject to the satisfaction, are in all respects conditional upon on or before the Effective Date, or earlier date where specified, of the following matters:conditions precedent, each of which may only be waived in full or in part by the mutual consent of UEC and Concentric (and only to the extent such waiver is permitted by applicable Law): (a) Each Party being given full access to all the relevant records relating Board of Directors of UEC will have determined that the Merger is fair to the other Parties. The Parties agree that they, UEC Shareholders and their representatives shall not disclose any information so furnished without is in the consent best interests of the furnishing PartyUEC; (b) There not being any objection put forward The Board of Directors of Concentric will have: (i) determined that the Merger is fair to the Concentric Shareholders and is in the best interests of Concentric; (ii) to the extent required by any relevant authority law or if determined by UEC and Concentric to be appropriate in connection with the finality circumstances, received a fairness opinion prepared for Concentric to the effect that, subject to the assumptions, qualifications and purpose limitations relating to such opinion, as of this Agreement and the transactions contemplated hereinExecution Date, the Merger is fair from a financial point of view to holders of Concentric Shares; and (iii) determined to recommend that the Concentric Shareholders vote in favor of the Merger; (c) The completion the Merger shall have been approved at the Concentric Meeting by more than 50% of the agreements contemplated hereby, including votes cast by the amendment of Goltech's regulations, and other organizational documents to reflect Concentric Shareholders represented in person or by proxy at the matters stipulated hereinaboveConcentric Meeting which actually vote in favor or against the Concentric Merger Resolutions; (d) No governmental agency each of UEC and Concentric shall have completed their due diligence inspection conducted in conjunction with the Merger and the transactions contemplated herein to the satisfaction of UEC and Concentric, respectively; (e) there shall not be in force any order or regulatory body decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no proceeding, of a judicial or administrative nature or otherwise, brought by a Governmental Entity in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with any Regulatory Approvals which have been obtained; (f) all consents, waivers, permits, orders and approvals of any Governmental Entity and the expiry of any waiting periods, in connection with, or required to permit the consummation of the Merger, the failure of which to obtain or the non-expiry of which would constitute a criminal offence, or would have a Material Adverse Effect on UEC or Concentric, as the case may be, shall have been obtained or received on terms that will not have a Material Adverse Effect on UEC and/or Concentric; (g) save and except for that certain and existing Involuntary Bankruptcy Petition, there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success; (i) seeking to restrain or prohibit the consummation of the Merger or seeking to obtain from UEC or Concentric any damages that are material in relation to Concentric taken as a whole; (ii) seeking to prohibit or materially limit the ownership or operation by UEC of any material portion of the Business or Assets of Concentric or to compel UEC to dispose of or hold separate any material portion of the Business or Assets of Concentric, as a result of the Merger; (iii) seeking to prohibit UEC from effectively controlling in any material respect the Business or operations of Concentric; or (iv) there is in effect any other person circumstance which is reasonably likely to have a Material Adverse Effect on UEC or organization having instituted any actionConcentric or the Surviving Corporation; (h) all necessary Regulatory Approvals shall have been obtained; and (i) neither Party shall have given notice to the other within 30 days of the Execution Date terminating this Agreement based on the results of the due diligence investigation conducted by the Party giving notice. It is the Parties' intention that each Party shall have a due diligence investigation period, suit expiring 30 days from the Execution Date, in order to conduct such due diligence investigations as the Parties deem necessary to determine the feasibility, economic or investigation which restrainsotherwise, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT Either Party may terminate this Agreement, and thereupon Agreement at any time within such 30 day period by delivery to the provisions other of Clause 2.10 shall apply as if MOT had breached written notice of termination of this Agreement. ThereuponUpon such termination, each this Agreement shall be of no further force and effect. Either Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to may waive the foregoingdue diligence period in writing at its option.

Conditions. 4.1 The Any of the obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects Purchaser hereunder is conditional upon the following mattersupon: (a) Each Party the Purchaser being given full access satisfied in its sole and absolute discretion with the results of a legal and financial due diligence review to be conducted by it on the Holding Company and the Company (the “Companies”), all the relevant records relating such due diligence to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Partybe completed by 1 January 2008; (b) There not the Purchaser being any objection put forward by any relevant authority satisfied (acting reasonably) that either of the Seller or Harmen Breninnkmeijer has either (i) completed or will on the Completion Date complete a capital raising for $5,000,000 or (ii) has obtained irrevocable commitments from parties to subscribe for $5,000,000 on a capital raising to occur within 6 months of the Completion Date provided always that the Purchaser agrees that in connection with the finality and purpose of event that the Seller waives the condition at clause 4.4(b), the Purchaser is deemed to have waived this Agreement and the transactions contemplated hereincondition; (c) The completion if required, the relevant stock exchange, government and securities authority and regulator in the United States granting listing of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents PACT Shares to reflect the matters stipulated hereinabovebe issued herein; (d) No governmental agency a resolution at a meeting or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance unanimous written consent of the transactions contemplated in Directors of PACT approving this Agreement; or threatened to take any action as a result of or in anticipation , the purchase of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibitSale Shares, materially restrict or materially delay the issuance of the Escrow Shares, the implementation of the transactions contemplated by hereunder and all other matters incidental hereto in accordance with the provisions of PACT’s certificate of incorporation and Bylaws and such rules, regulations and laws in force from time to time in the United States and which apply to PACT; (e) if required, the shareholders of PACT at a meeting of shareholders approving this Agreement, the purchase of the Sale Shares, the issuance of the Escrow Shares, the implementation of the transactions contemplated hereunder and all other matters incidental hereto in accordance with the provisions of PACT’s certificate of incorporation and Bylaws and such rules, regulations and laws in force from time to time in the United States and which apply to PACT; (f) all amounts outstanding to either the Seller or Harmen Breninnkmeijer by the Companies have been either repaid by the Companies or otherwise waived by the Seller or Harmen Breninnkmeijer; and (g) the auditor of the Purchaser and PACT, ▇▇▇▇▇▇ & Company, Inc. (“▇▇▇▇▇▇”) being satisfied at its sole and absolute discretion that the accounts of the Companies can be consolidated into PACT’s audited financial statement, including balance sheet and income statements in accordance with the US GAAP. 4.2 MOT The Seller and its representatives shall have the right Companies undertake to conduct a full due diligence review disclose in writing to the Purchaser anything which will or is reasonably likely to prevent any of the activitiesconditions from being satisfied at or prior to the Completion Date, accountsas applicable, immediately upon the Seller and/or the Companies becoming aware of such a situation. 4.3.1 From the date of this Agreement until the Completion Date, except for the transactions described herein or otherwise with the prior written consent of the Purchaser: (i) The Warrantor warrants and undertakes that it will cause the Companies to: (a) conduct its Business in the ordinary course and consistent with past practices; (b) use its best efforts to maintain in full force and effect the existence of the Companies; (c) promptly and timely prepare and file any financial reports and franchise tax returns and pay all taxes and assessments, if any, required to maintain the existence of the Companies; (d) keep records in which true and correct entries will be made of all material transactions by and with the Companies; (e) duly observe all material requirements of governmental authorities unless contested in good faith by appropriate proceedings with the consent of the Purchaser; (f) promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Companies unless contested in good faith by appropriate proceedings with the consent of the Purchaser; (g) at all times comply with the provisions of all contracts, capitalagreements and leases to which the Companies are a party, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets unless contested in good faith by appropriate proceedings with the consent of the businesses Purchaser; and (h) to use reasonable endeavors to procure that the key employees of Goltechthe Companies at the date of this Agreement remain and continue as employees after completion except in the event of a breach of contract by such employee(s); (ii) The Warrantor warrants and undertakes to cause the Companies not to: (a) modify their Memorandum or Articles of Incorporation or Bylaws; (b) cause or permit their liquidation or dissolution; (c) institute, Goloil and Teton or permit to be instituted against them, any proceeding, which remains un-dismissed for a period until 24 July 2000. Without limiting of 30 days after the foregoingfiling thereof, Teton shall provide seeking to MOT a detailed list adjudicate either as bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of its liabilities and obligations. In them or their debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the event that such due diligence reveals eventsentry of any order or relief or the appointment of receiver, circumstances, facts trustee or other matters which breach similar official for them or for any substantial part of their property; (d) make a general assignment for the representations and warranties set forth herein, reveal any material liabilities benefit of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered their creditors; (e) except as agreed in connection herewith, then MOT may terminate this Agreement, declare or pay any dividend or make any distribution to any of their shareholders; (f) issue, redeem, sell or dispose of, or create any obligation to issue, redeem, sell or dispose of, any shares of their capital stock (whether authorized but unissued or held in treasury); (g) effect any stock split, reclassification or combination; (h) modify their agreements and thereupon other obligations with respect to their long-term indebtedness, including but not limited to their loan agreements, indentures, mortgages, debentures, notes and security agreements provided that the provisions Company shall be permitted to enter into bridging loan agreements in a maximum aggregate amount of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect $5,000,000 (i) negotiate or enter into an agreement with another party related to the foregoingsale of the Companies or provide or agree to provide any information to another party for the purpose of evaluating the possibility of the sale of the Shares, the Companies or any part of their respective businesses to such other party. (iii) the Warrantor and the Companies shall procure that the Purchaser, its agents and representatives are given reasonable access to such documents relating to the Companies, as the Purchaser shall request. The Companies will assist the Purchaser’s auditor to complete the audit report of the Companies in accordance with the US GAAP. (iv) there shall have been no material adverse change in the assets or the business, prospects, financial condition or results of operations of the Companies. 4.3.2 The Purchaser shall be entitled to rescind this Agreement by notice in writing to the Seller, the Companies if prior to the Completion Date it appears that any of the Warranties is not or was not true and accurate in any material respects or if there is any material non fulfillment of any of the Warranties which (being capable of remedy) is not remedied prior to the Completion Date.

Conditions. 4.1 The obligations obligation of any Agent, as agent of the PartiesPartnership, respectivelyat any time ("Solicitation Time") to solicit offers to purchase the Securities, the obligation of any Agent to purchase Securities as principal pursuant to, any Terms Agreement or otherwise, and the obligation of any other purchaser to purchase Securities shall in each case be subject (1) to the condition that all representations and warranties of the Partnership and the Company herein and all statements of officers of the Partnership and 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 time the Partnership accepts the offer to purchase such Securities and, as contemplated by this Agreementthe case may be, are in at and as of the related Time of Delivery or time of purchase; (2) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as the case may be, each of the Partnership and the Company shall have complied with all respects conditional upon its agreements and all conditions on its part to be performed or satisfied hereunder, and (3) to the following mattersadditional conditions when and as specified: (a) Each Party being given full access 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 relevant records relating part of the Commission shall have been complied with to the other Parties. The Parties agree that they, and their representatives reasonable satisfaction of such Agent; (ii) there shall not disclose have occurred any downgrading, nor shall any notice have been given of (A) downgrading, (B) any intended or potential downgrading or (C) any review or possible change that does not indicate maintaining or an improvement in the rating accorded any securities of or guaranteed by the Partnership 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; 18 19 (iii) there shall not have been since the respective dates as to which information so furnished without is given in the consent Prospectus, any material change in the capital stock or long-term debt of the furnishing Party;Company or any of its Subsidiaries 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 Partnership or the purchase by such Agent of Securities from the Partnership 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 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 to decree, otherwise than as set forth or contemplated in the Prospectus; and (iv) (A) trading generally shall not have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange or the NASD, (B) trading of any securities of or guaranteed by the Partnership or the Company shall not have been suspended on any exchange or in any over-the-counter market, (C) a general moratorium on commercial banking activities in New York shall not have been declared by either Federal or New York State authorities, or (D) there shall not have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of such Agent or Agents of such other purchaser, is material and adverse and which in the judgment of such Agent or Agents or of such other purchaser makes it impracticable to proceed with the solicitation by such Agent of offers to purchase Securities from the Partnership or the purchase by such Agent of Securities from the Partnership 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 purchase was made. (b) There not 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, Good▇▇▇, ▇▇octer & Hoar ▇▇▇, counsel for the Company and the Subsidiaries, shall have furnished to the relevant Agent or Agents their written opinion, dated the Commencement Date or Time of Delivery, as the case may be, in form and substance satisfactory to such Agent or Agents, to the effect that: (i) the Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, has the partnership power and authority to own its property and any property proposed to be acquired by it and referred to in the Prospectus and is duly qualified to transact such business and is in good standing in each jurisdiction listed on Schedule I attached hereto; (ii) each of the Company, the Management Company and the Building Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact such business and is in good standing in each jurisdiction listed on Schedule I attached hereto; (iii) based solely on such counsel's review of the Agreement of Limited Partnership and a report of a reputable commercial search firm of the Uniform Commercial Code records of the financing statements on file in the office of the Secretary of State of the State of North Carolina, being the state in which the Company's chief executive office is located and in the office of the Mecklenburg County Recorder, the county in which such office is located, the interests in the Partnership owned by the Company are validly issued and owned, directly or indirectly, by the Company, free and clear of any objection put forward perfected security interest, or to such counsel's knowledge, any other mortgage, pledge, lien, encumbrance, claim or security interest of any kind; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) this Agreement has been duly authorized, executed and delivered by the Partnership; (vi) the issuance of the Securities has been duly authorized by the Partnership and, when duly executed by the Operating Partnership and authenticated in accordance with the terms of the Indenture and delivered to and paid for by any relevant authority purchaser of Securities sold through an Agent as agent or any Agent as principal pursuant to and in connection accordance with the finality and purpose terms of this Agreement and the transactions contemplated herein; (c) The completion applicable resolutions of the agreements contemplated hereby, including Pricing Committee appointed by the amendment Board of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance Directors of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation Company, will constitute valid and binding obligations of the transactions contemplated Partnership entitled to the benefits provided by the Indenture and the Securities will be enforceable against the Partnership in this agreement; accordance with their terms, except that the enforceability thereof may be limited by or proposed or enacted any statute or regulation which would prohibitsubject to (a) bankruptcy, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activitiesreorganization, accountsinsolvency, contractsfraudulent conveyance, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts moratorium or other matters similar laws now or hereafter existing which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights and remedies of MOT hereunder, or under any agreement executed creditors generally and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions (b) equitable principles of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoinggeneral applicability.

Conditions. 4.1 5.1 The obligations sale and purchase of the PartiesShares is subject to, respectivelyand Completion is conditional upon, as contemplated by this Agreementthe satisfaction of the Conditions set out in Clauses 5.2, 5.3 and 5.4 (collectively, the “Conditions” and each a “Condition”). 5.2 The obligation of the Seller to sell the Shares to the Purchaser and make the Seller Cash Payment, and the Purchaser’s obligations to purchase the Shares from the Seller, are in all respects conditional upon the following mattersConditions having been satisfied and remaining so immediately prior to Completion (as applicable): (a) the PRA having given notice in writing in accordance with either section 189(4) or section 189(7) FSMA that it approves the Purchaser and any other person acquiring control (within the meaning of section 181 FSMA) of the Company pursuant to this Agreement, or in the absence of such notice, the PRA being treated, under section 189(6) of FSMA, as having approved the acquisition of control over the Company by the Purchaser and any other relevant person without the imposition of a Burdensome Condition; 1 Note to draft: For parties to confirm. (b) the FCA having given notice in writing in accordance with either section 189(4) or section 189(7) FSMA that it approves the Purchaser and any other person acquiring control (within the meaning of section 181 FSMA) of the Company pursuant to this Agreement, or in the absence of such notice, the FCA being treated, under section 189(6) of FSMA, as having approved the acquisition of control over the Company by the Purchaser and any other relevant person without the imposition of a Burdensome Condition; (c) the written approval of the Maryland Insurance Administration of the acquisition by Purchaser of the Shares without the imposition of a Burdensome Condition; (d) the written approval of the California Department of Insurance of the sale by Seller of the Shares without the imposition of a Burdensome Condition or written confirmation by the California Department of Insurance of the inapplicability of Section 1011(c) of the California Insurance Code to the transactions contemplated hereby, but only to the extent approval of the sale of the Shares is also required by the New York State Department of Financial Services under Section 7402(d) of the New York Insurance Law; (e) the written approval or non-objection of the New York State Department of Financial Services of (i) the issuance by the Guarantor of the Guarantee and (ii) the contribution or loan to the Seller by the Guarantor of any funds necessary to enable the Seller to pay the Seller Cash Payment; and (f) none of the Seller, the Purchaser, nor the Company: (i) having received an order from a Governmental Authority or a court of competent jurisdiction that restrains or prohibits completion of the Transaction or a Governmental Authority having initiated proceedings to restrain or prohibit completion of the Transaction; (ii) being prohibited by any Applicable Law or regulation from completing the Transaction or (iii) the initiation of proceedings for the liquidation, rehabilitation, reorganization or conservation of the Guarantor, provided (in the case of (i) or (ii)) that the party asserting the failure of this Condition shall have used its commercially reasonable efforts to have any such order vacated; (collectively, the “Joint Conditions”). 5.3 The obligation of the Purchaser to purchase the Shares from the Seller is conditional upon the following Conditions (the “Purchaser Conditions”) having been satisfied, deemed satisfied or waived by Purchaser in its sole discretion and remaining so immediately prior to Completion (as applicable): (a) the Seller’s Fundamental Warranties shall have been true, accurate and not misleading on the date of this Agreement and shall be true, accurate and not misleading on and as of Completion as though made on and as of Completion (except to the extent that any of the Seller’s Fundamental Warranties speaks only as of an earlier date, in which event such warranty shall have been true, accurate and not misleading as of such date); (b) the Seller having provided the Purchaser with a copy of a resolution of the board of directors of the Seller (certified by a duly appointed officer as true, accurate and complete) authorising the execution of and the performance by the Seller of its obligations under this Agreement and the Transaction Documents to which it is, or will be, a party; and (c) the Guarantor shall have entered into the Guarantee. 5.4 The obligation of the Seller to sell the Shares to the Purchaser and make the Seller Cash Payment is conditional upon the following Conditions (collectively, the “Seller Conditions”) having been satisfied, deemed satisfied or waived by Seller in its sole discretion and remaining so immediately prior to Completion (as applicable): (a) The Purchaser’s Warranties shall have been true, accurate and not misleading on the date of this Agreement and shall be true, accurate and not misleading on and as of Completion as though made on and as of Completion (except to the extent that any of the Purchaser’s Warranties speaks only as of an earlier date, in which event such warranty shall have been true, accurate and not misleading as of such date); and (b) the Purchaser having provided the Seller with a copy of a resolution of the board of directors of the Purchaser (certified by a duly appointed officer as true, accurate and complete) authorising the execution of and the performance by the Purchaser of its obligations under this Agreement and the Transaction Documents to which it is, or will be, a party, or the Seller having waived this condition in its sole discretion. 5.5 The Purchaser and Seller shall use their respective reasonable endeavours, and shall cooperate fully with each other, to procure the satisfaction of the Regulatory Conditions as soon as reasonably practicable after the date of this Agreement and, in any event, by the Initial Long Stop Date (or such other date as may be agreed in writing by the Seller and the Purchaser), including: (a) Each each Party being given full access to all the relevant records relating shall give to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent Party reasonable prior notice of the furnishing Partytime and place when any meetings, telephone calls or other conferences may be held by it with Governmental Authorities in connection with any approvals required for the transactions contemplated by this Agreement and the other Party shall have the right to have an Authorised Representative attend or otherwise participate in any such meeting, telephone call or other conference; (b) There not being any objection put forward by each Party shall keep the other informed of all material developments with any relevant authority Governmental Authority in connection with the finality and purpose of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement.; and 4.2 MOT and its representatives shall have (c) notwithstanding anything to the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered contrary in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 Purchaser shall apply as if MOT had breached this Agreement. Thereuponnot be obligated to agree to any limitation, each requirement or condition that would, individually or in the aggregate, reasonably constitute a Burdensome Condition. 5.6 Each Party shall take such actionskeep the other promptly informed of, deliver such instruments and otherwise undertake such operations shall consult with the other regarding, the progress of satisfying the Regulatory Conditions and shall inform the other as necessary soon as reasonably practicable of all developments which would or might reasonably be expected to give effect result in the failure of any of the Regulatory Conditions to be satisfied. 5.7 Subject to the foregoingSeller complying with its obligations in Clause 5.10, the Purchaser and Seller agree to use their respective reasonable endeavours to meet the following timetable and the timeframe in Clause 5.8, provided that neither Party shall have any liability under this Agreement for failure to meet such timetable to the extent that such failure is outside its control.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects 3.1 Completion is conditional upon the following mattersupon: (a) Each Party being given full access the Purchaser having completed its due diligence (including without limitation, legal, financial and commercial aspects) in respect of the Group referred to all in Clause 3.3 below and the relevant records relating ----------- results of which are, in the absolute opinion of the Purchaser, satisfactory and acceptable to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing PartyPurchaser in all respects; (b) There the due execution of a share transfer agreement by the Vendors and the Purchaser's Nominees; (c) if so required, passing of necessary resolutions by shareholders of the Purchaser at a general meeting approving (i) this Agreement and the transactions contemplated herein and (ii) the allotment and issue of the Consideration Shares to the Vendors credited as fully paid; (d) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required under US securities laws or other relevant laws, regulations and rules in US in respect of this Agreement, the allotment and issue of the Consideration Shares and the transactions contemplated hereunder having been obtained by the Purchaser; (e) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required in respect of the sale and purchase of the Sale Interests and/or the change of control of the Company having been obtained from the relevant PRC governmental authorities, including but not being any objection put forward limited to the new business license for the Company; (f) the Purchaser having obtained a legal opinion issued by any relevant authority a lawyer (acceptable to the Purchaser) qualified to practice PRC securities laws (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in connection with respect of: (i) the finality legality and purpose validity of this Agreement and the transactions contemplated herein; (cii) The the completion of all necessary procedures and obtaining of all necessary approvals regarding the agreements contemplated hereby, including sale and purchase of the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveSale Interests; (diii) No governmental agency the appointment of Director(s) nominated by the Purchaser become effective; (iv) no change in the permitted scope business of the Company after the transfer of the Sale Interests; (v) all other matters reasonably requested by the Purchaser; (g) the Purchaser having obtained a legal opinion issued by a US legal counsel (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in respect of: (i) the legality and validity of this Agreement, allotment and issue of the Consideration Shares and the transactions contemplated herein; (ii) the completion of all necessary procedures and obtaining of all necessary approvals regarding the acquisition of the Sale Interests; and (iii) all other matters reasonably requested by the Purchaser; (h) the Purchaser having obtained a consent letter duly signed by all shareholders and person who has any direct or regulatory body indirect interest in the registered capital of the Company waiving their respective rights of pre-emption or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance rights they may have in respect of the transactions contemplated Sale Interests; (i) the due execution of a share transfer and pledge agreement by the Purchaser's Nominees and the Purchaser; (j) the Warranties and undertakings under this Agreement are true and accurate and are not misleading in any material aspects at Completion as if repeated at Completion and at all time between the date of this Agreement; or threatened to take any action as a result of or in anticipation Agreement and the Completion. 3.2 The Vendors shall jointly and severally procure the fulfillment of the transactions contemplated condition precedents mentioned in this agreement; or proposed or enacted Clauses 3.1(e) above and shall keep -------------- the Purchaser fully informed of all their actions and efforts in connection with their obtaining the necessary consents, permits and approvals from the relevant regulatory authorities, including without limitation, providing the Purchaser immediately with all of their correspondence with these relevant regulatory authorities. 3.3 In relation to Clause 3.1 (a) the Vendors shall give and shall procure ------------- that the Purchaser and/or any statute or regulation which would prohibitpersons authorized by it in writing will be given such access to the premises and all books, materially restrict or materially delay implementation documents, title deeds, records, returns, approvals, correspondence and accounts of the transactions contemplated Company and all members of the Group and all such information relating to the Group as may be reasonably requested by this Agreement. 4.2 MOT or on behalf of the Purchaser to undertake and its representatives shall have the right to conduct a full due diligence review (including but without limitation, in all legal, financial and commercial aspects) against the Group and be permitted to take copies of any such books, documents, title deeds, records and accounts and that the directors and employees of all members of the activitiesGroup shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them. For the avoidance of doubt, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts shall not limit or other matters which breach otherwise qualify in any way the representations obligations and warranties set forth herein, reveal any material liabilities of Goloilthe Vendors under Clause 10. --------- 3.4 The Purchaser may at any time by notice in writing to the Vendors waive any of the conditions set out in Clause 3.1. If (a) any of the ----------- conditions set out in Clause 3.1 has not been satisfied (or as the case ---------- may be, Goltech waived by the Purchaser) on or Tetonbefore 5:00 p.m. on the Long Stop Date or such later date as the Purchaser may agree; or (b) the Purchaser is not satisfied with the results of the due diligence conducted according to Clause 3.3 and informs the Vendors in writing at ---------- any time, or matters this Agreement shall cease and determine and the parties to this Agreement shall not have any obligations and liabilities hereunder save for any antecedent breaches of the terms hereof and save that materially adversely affect all such reasonable out-of-pocket expenses properly incurred by the rights of MOT hereunder, or under any agreement executed and delivered Purchaser in connection herewith, then MOT may terminate with the purchase of the Sale Interests or otherwise in connection with the arrangements contemplated under this Agreement, Agreement shall be borne and thereupon paid by the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingVendors on demand.

Conditions. 4.1 The obligations 3.1 Completion of the Parties, respectively, as contemplated by this Agreement, are in all respects sale and purchase of the Repurchased Shares is conditional upon the following mattersconditions having been fulfilled or waived by the Long Stop Date: (a) Each Party being given full access approval by the board of directors of China Stem Cells (East) Company Limited, the majority shareholder of and holder of the remaining issued Shares in the Company, of all resolutions as are necessary to all approve the relevant records relating sale and purchase of the Repurchased Shares (on and subject to the other Parties. The Parties agree that they, terms and their representatives shall not disclose any information so furnished without the consent conditions of the furnishing Partythis Agreement); (b) There not being any objection put forward by any relevant authority in connection with approval of KKR China Healthcare Investment Limited having been obtained for the finality sale and purpose purchase of the Repurchased Shares (on and subject to the terms and conditions of this Agreement and the transactions contemplated hereinAgreement); (c) The completion CO having obtained a fairness opinion from its financial adviser in relation to the sale and purchase of the agreements contemplated hereby, including Repurchased Shares under this Agreement to the amendment reasonable satisfaction of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveCO; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance all of the transactions contemplated Vendor’s Warranties (which may be qualified by the Disclosures) given by Cordlife Services being true and correct in this Agreement; every material respect and remaining so from the date hereof until Completion; (e) all necessary actions, consents, permission, approvals and authorisations having been taken or threatened to take any action obtained as a result of or may be required in anticipation respect of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation purchase of the Repurchased Shares and the transactions contemplated by this Agreement having been taken or obtained by the Company; (f) Cordlife Services or its affiliates, including but not limit to Cordlife Limited, having obtained or received all consents, approvals, shareholder approvals, permission or waiver of any third party (including any government or governmental, semi-governmental, administrative, fiscal, regulatory or judicial entity or authority, regulatory organisations established under a statute or Australian Securities Exchange or other stock exchange) as may be necessary or incidental to approve, implement or effect the sale and purchase of the Repurchased Shares (on and subject to the terms and conditions of this Agreement); (g) the release, discharge or removal by City Challenge of all Encumbrances they hold over the Repurchased Shares; and (h) all of the Purchaser’s Warranties given by the Company being true and correct in every material respect and remaining so from the date hereof until Completion. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review 3.2 Each of the activitiesParties shall use their respective reasonable endeavours (insofar as it is within its power) to procure that the conditions stated in Clause 3.1 shall be fulfilled and/or satisfied as soon as possible after the signing of this Agreement and in any event no later than the Long Stop Date. 3.3 The Company may in its absolute discretion waive, accountsin whole or in part, contractsthe conditions stated in Clause 3.1(c), capital(d), payables(f) and (g) at any time by notice in writing to Cordlife Services. Cordlife Services may in its absolute discretion waive, receivablesin whole or in part, oil salesthe conditions stated in Clause 3.1(a), production, exploration, assets, liabilities, (b) and other facets of (h) at any time by notice in writing to the businesses of Goltech, Goloil Company. Any waiver so granted may be subject to such conditions as the Parties may agree and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actionsinform the other Party as soon as possible on the fulfilment of any of the conditions stated in Clause 3.1. 3.4 If any of the conditions stated in Clause 3.1 shall not have been fulfilled (or waived by the Company or Cordlife Services as the case may be pursuant to Clause 3.3) on or before the Long Stop Date, deliver such instruments this Agreement shall be null and otherwise undertake such operations as necessary to give void and have no further effect except for Clauses 1, 3.4, 7, 8, 12 and 20 and subject to the foregoingliability of either Party to the other in respect of any antecedent breach of the terms hereof.

Conditions. 4.1 The respective obligations of the Parties, respectively, as parties hereto to complete the transactions contemplated by this AgreementAgreement and to file the Articles of Amalgamation shall be subject to satisfaction, are in all respects conditional upon on or before the Effective Date, of the following mattersconditions: (a) Each Party being given full access the Amalgamation with or without amendment, shall have been approved at the Spearhead Shareholders’ Meeting, or any adjournment thereof, in accordance with the Act and shall have otherwise been approved by the requisite majority of persons entitled or required to all vote thereon as determined by the relevant records relating to Act and the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent policies of the furnishing PartyTSXV; (b) There not being the Amalgamation with or without amendment, shall have been approved at the Camflo Shareholders’ Meeting, or any objection put forward by any relevant authority adjournment thereof, in connection accordance with the finality Act and purpose shall have other-wise been approved by the requisite majority of this Agreement persons entitled or required to vote thereon as determined by the Act and the transactions contemplated hereinpolicies of the TSXV; (c) The completion the holders of no more than 10% of the agreements contemplated hereby, including issued and outstanding Spearhead Shares shall have exercised rights of dissent in respect of the amendment Amalgamation other than in circumstances where either Camflo or Spearhead elects to fund the repurchase of Goltech's regulations, and other organizational documents the Spearhead Shares with respect to reflect which rights of dissent have been exercised in accordance with the matters stipulated hereinaboveprovisions of applicable law; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance holders of no more than 10% of the transactions contemplated issued and outstanding Camflo Shares shall have exercised rights of dissent in this Agreement; or threatened to take any action as a result of or in anticipation respect of the transactions contemplated Amalgamation other than in this agreement; circumstances where either Camflo or proposed Spearhead elects to fund the repurchase of the Camflo Shares with respect to which rights of dissent have been exercised in accordance with the provisions of applicable law; (e) there shall not be in force any order or enacted any statute decree restraining or regulation which would prohibit, materially restrict or materially delay implementation enjoining the consummation of the transactions contemplated by this Agreement.; 4.2 MOT (f) all other consents, orders, regulations and its representatives approvals, including regulatory and judicial approvals and orders required, necessary or desirable for the completion of the transactions contemplated by this Agreement shall have been obtained or received from the right persons, authorities or bodies having jurisdiction in the circumstances, to conduct a full due diligence review include but not be limited to the approval of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets TSXV; (g) none of the businesses consents, orders, regulations or approvals contemplated herein shall contain terms or conditions or require undertakings or security considered unsatisfactory or unacceptable by any of Goltechthe parties hereto; (h) this Agreement shall not have been terminated under Article 6; (i) Camflo shall have completed the acquisition of Spearhead’s right, Goloil title and Teton interest in and to the Joffre Properties on terms acceptable to both parties and shall otherwise have advanced sufficient monies to Spearhead by way of loan, on terms agreeable to both parties, so as to enable the amount of indebtedness owing by Spearhead to Paramount to be reduced by $5,000,000; and (j) the indebtedness owing by Spearhead to Paramount shall be reduced by $5,000,000 and Paramount shall have agreed to defer repayment of the balance of such indebtedness for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide and on terms acceptable to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingboth parties.

Conditions. 4.1 The obligations 5.1 Completion by the Buyer is conditional on the following Conditions being satisfied (in addition to the Conditions set out in clause 13.1) on terms that are reasonably satisfactory to the Buyer, or waived by the Buyer in accordance with clause 5.5: 5.1.1 each of the PartiesWarranties remaining true, respectively, as contemplated by this Agreement, are accurate and not misleading in all material respects conditional upon as at Completion; 5.1.2 there having been no material breach by any Seller of its obligations under this Agreement between the following matters: (a) Each Party being given full access date of this Agreement and Completion, provided that any failure by the Sellers to obtain the approval of all Shareholders to amend the relevant records relating to the other Parties. The Parties agree that they, and their representatives Shareholders’ Agreement shall not disclose any information so furnished without constitute a material breach for the consent purposes of the furnishing Partythis clause 5.1.2; (b) There not being 5.1.3 any objection put forward by any relevant authority and all consents, approvals and waivers in connection with the finality execution, delivery and purpose performance of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance consummation of the transactions contemplated under this Agreement (including the acquisition of the Sale Shares by the Buyer, the issuance of the Convertible Bond, the amendment of the Shareholders’ Agreement in the form of the Amended Shareholders’ Agreement and the amendment and restatement of the memorandum and articles of association of the Company in the form of the Amended Articles) having been obtained and remaining in full force and effect as at Completion, and no such consent, approval or clearance having been revoked or modified prior to Completion; 5.1.4 there being no litigation, regulatory action or other legal, regulatory, or other administrative proceedings that would reasonably be expected to prohibit, enjoin, challenge, interfere or delay the consummation of any of the transactions contemplated under this Agreement; 5.1.5 no Group Company Material Adverse Effect having occurred between the date of this Agreement and Completion; and 5.1.6 the Sellers being, and remaining as, shareholders of the Company and holding in aggregate more than fifty per cent. (50%) of the total issued share capital in the Company at all times between the date of this Agreement and Completion. 5.2 Completion by the Sellers is conditional on the following Conditions being satisfied on terms that are reasonably satisfactory to the Sellers, or waived in accordance with clause 5.5: 5.2.1 each of the Buyer Warranties that are qualified with respect to materiality shall remaining true, accurate and not misleading in all respects, and each of the Buyer Warranties that are not so qualified shall be true, accurate and not misleading in all material respects, in each case as of the date hereof and as at Completion, except for those Buyer Warranties that are as of a specific date, which shall be true, accurate and not misleading as of such date; 5.2.2 any and all consents, approvals and waivers in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement (including the acquisition of the Sale Shares by the Buyer, the issuance of the Consideration Shares and the purchase of Convertible Bond by the Buyer) having been obtained and remaining in full force and effect as at Completion, and no such consent, approval or clearance having been revoked or modified prior to Completion; 5.2.3 there being no litigation, regulatory action or other legal, regulatory or other administrative proceedings that would reasonably be expected to prohibit, enjoin, challenge, interfere or delay the consummation of any of the transactions contemplated under this Agreement; and 5.2.4 no Buyer Material Adverse Effect having occurred between the date of this Agreement and Completion. 5.3 Each Warrantor shall use its reasonable endeavours to achieve satisfaction of each of the Conditions set out in clause 5.1 and undertakings set out in clause 13.1 as soon as possible after the date of this Agreement and in any event not later than the Completion Date. The Buyer shall use its reasonable endeavours to achieve satisfaction of each of the Conditions set out in clause 5.2 as soon as possible after the date of this Agreement and in any event not later than the Completion Date. 5.4 If, at any time, any of the parties becomes aware of a fact or threatened circumstance that might prevent a Condition being satisfied by the Longstop Date, it shall immediately inform the Buyer (in the case of any Seller becoming aware of such fact or circumstance) or the Sellers (in the case of the Buyer becoming aware of such fact or circumstance). 5.5 At any time on or before the Completion Date, the Buyer may waive any Condition set out in clauses 5.1 or undertakings set out in clause 13.1 by Notice to take the Sellers on any action terms it decides, and the Sellers may waive any Condition set out in clause 5.2 by Notice to the Buyer on any terms he decides. 5.6 If the Warrantors fail to satisfy, or procure the satisfaction of, any Condition set out in clauses 5.1 or 13.1 or the Buyer fails to satisfy, or procure the satisfaction of, any Condition set out in clause 5.2 (each a “CP Defaulting Party”), in each case by 5.00 p.m. on the Longstop Date, and the Buyer (if any Warrantor is a CP Defaulting Party) or the Sellers (if the Buyer is a CP Defaulting Party) does not waive such Condition, the CP Defaulting Party shall be entitled to remedy such failure and achieve the satisfaction of the relevant Condition within twenty (20) Business Days after the Longstop Date (the “Cure Period”). If, following expiry of the Cure Period, the relevant Condition remains unsatisfied and the Buyer (for any Condition set out in clause 5.1 or 13.1) or the Sellers (for any Condition set out in clause 5.2) has not waived such Condition before the expiry of the Cure Period, this Agreement shall automatically terminate with immediate effect, and the Company shall indemnify the Buyer (if any Warrantor is the CP Defaulting Party) or the Buyer shall indemnify the Company (if the Buyer is the CP Defaulting Party) (the Buyer or the Company (as applicable) who is being indemnified shall be a “CP Non-defaulting Party”) for a breach of the obligations of the Buyer or the Warrantors respectively under clause 5.3, and keep the CP Non-defaulting Party indemnified, on demand against all external advisor fees and any other fees directly incurred by the CP Non-defaulting Party relating to the transactions contemplated by the Transaction Documents (including the negotiation, preparation, execution and performance by it of this Agreement and of each other Transaction Document), up to the Reimbursement Cap. 5.7 If this Agreement is terminated pursuant to clause 5.6, each party’s further rights and obligations cease immediately on termination, but termination does not affect a party’s accrued rights and obligations as at the date of termination or its rights and obligations arising as a result of termination, provided that the remedies set forth in clause 5.6 shall be the CP Non-defaulting Party’s sole and exclusive remedy for any claim made by CP Non-defaulting Party against the CP Defaulting Party for the termination of this Agreement pursuant to clause 5.6 (unless the termination of this Agreement is as a result of any fraud or in anticipation wilful misconduct of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this AgreementCP Defaulting Party). 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.

Conditions. 4.1 The obligations obligation of the Parties, respectively, as contemplated by this Agreement, are in all respects Underwriter hereunder shall be conditional upon the following mattersUnderwriter receiving at the Closing Time: (a) Each Party being given full access a favourable legal opinion of the Corporation’s counsel (addressed to all the relevant records Underwriter, the Subscribers and the Underwriter’s counsel), in form and substance satisfactory to the Underwriter, acting reasonably, relating to the other Parties. The Parties agree that theyoffering, issuance and their representatives shall not disclose any information so furnished without the consent sale of the furnishing PartyFlow-Through Shares (including, without limitation, the matters set forth in Schedule A) and as to all other legal matters, including compliance with Applicable Securities Laws of the Selling Jurisdictions, in any way connected with the offering, issuance, sale and delivery of the Flow-Through Shares as the Underwriter may reasonably request; (b) There not being any objection put forward by any relevant authority in connection with a favourable legal opinion of the finality and purpose of this Agreement Corporation’s counsel (addressed to the Underwriter, the Subscribers and the transactions contemplated hereinUnderwriter’s counsel), in form and substance satisfactory to the Underwriter, acting reasonably, relating to the title of the Corporation in the Black Fox Project; (c) The completion a favourable legal opinion of the agreements contemplated herebyCorporation’s U.S. counsel (addressed to the Underwriter, including the amendment Subscribers and the Underwriter’s counsel), in form and substance satisfactory to the Underwriter, acting reasonably, relating to compliance of Goltech's regulations, the offer and other organizational documents to reflect sale of the matters stipulated hereinaboveFlow Through Shares with the exemptions from registration of the Offering under United States federal securities laws; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance a certificate of the Corporation dated the Closing Date, addressed to the Underwriter and the Subscribers and signed on the Corporation’s behalf by two senior officers of the Corporation satisfactory to the Underwriter, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time, other than those which have been waived in writing by the Underwriter; (ii) no event of a nature referred to in Section 12(a), (b) or (d) has occurred since the date of this Agreement or to the knowledge of such officers is pending, contemplated or threatened (excluding in the case of Sections 12(b) and (d) any requirement of the Underwriter to make a determination as to whether or not any event or change has, in the Underwriter’s opinion, had or could have the effect specified therein); (iii) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances under Applicable Securities Laws, and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement, the Subscription Agreements, the offering and sale of the Flow-Through Shares in the Selling Jurisdictions and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date); (iv) there have been no material changes to the Due Diligence Session Responses; and (v) such other matters as may be reasonably requested by the Underwriter or the Underwriter’s counsel; and the Underwriter shall have no knowledge to the contrary; and (e) evidence satisfactory to the Underwriter that the Corporation has obtained all necessary approvals of the Exchanges for the issuance of the Flow-Through Shares and the listing of the Flow-Through Shares, subject only to the filing of any documents and payment of applicable fees which may be required by the Exchanges. The foregoing conditions are for the sole benefit of the Underwriter and may be waived in this Agreement; or threatened to take any action as a result of whole or in anticipation of part by the transactions contemplated in this agreement; or proposed or enacted Underwriter at any statute or regulation which would prohibittime and, materially restrict or materially delay implementation of without limitation, the transactions contemplated by this Agreement. 4.2 MOT and its representatives Underwriter shall have the right right, on behalf of potential subscribers, to conduct a full due diligence review withdraw all Subscription Agreements delivered and not previously withdrawn or rescinded by such persons. If any of the activitiesforegoing conditions are not met, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT Underwriter may terminate its obligations under this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary Agreement without prejudice to give effect to the foregoingany other remedies it may have.

Conditions. 4.1 The obligations 3.1 Completion of the Parties, respectively, as contemplated by this Agreement, are in all respects sale and purchase of the Shares and the granting of the Call Options is conditional upon the following matterson: (ai) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent authorisation of the furnishing Partymanagement board of the Purchaser by its shareholders meeting for the ordinary shares included in the Securities Issue; (bii) There not being any objection put forward the authorisation of the management board of the Purchaser by any relevant authority in connection with its shareholders meeting for the finality and purpose purchase of this Agreement and the transactions contemplated hereinShares as required under art. 2: 98 of the Dutch Civil Code; (ciii) The completion the authorisation of the agreements contemplated herebymanagement board of the Purchaser by its shareholders meeting for the issue of the Option Shares, including should the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveCall Option be exercised; (div) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance obtaining of adequate financing for the purchase of the transactions contemplated Shares in a form and an amount satisfactory to the Purchaser and such financing continuing to be available up to Completion; (v) the delivery (▇▇▇▇▇▇▇▇) of all Shares to the Purchaser through the execution at Completion by each Seller of its respective Deed of Transfer pursuant to this Agreement; or threatened ; (vi) the delivery at Completion to take any action as a result of or in anticipation the Notary of the transactions contemplated Cash Purchase Price, together with any late payment interest accrued thereon in accordance with Schedule 2 “Interest”, if any; (vii) the approval from the agent security trustee under the EUR 730,000,000 senior facilities agreement dated 23 December 2003, as amended; (viii) by the time that all the Conditions under (i) through (iv) (inclusive), (vi) and (vii) are satisfied or waived, no event having occurred, which has, or would be likely to have after Completion, a material adverse effect on the financial condition or business of the Purchaser (as presently carried on); (ix) none of the following events taking place by the time that all the Conditions under (i) through (vii) (inclusive) are satisfied or waived: (A) a material breach of the Sellers’ Warranties coming to the notice of the Purchaser which breach is not remedied or waived as of the Completion Date; and (B) a Seller being in material breach of any obligation on its part under this agreementAgreement which, if that breach is capable of remedy, is not remedied to the Purchaser’s satisfaction within 5 Business Days of the Purchaser notifying that Seller that such breach must be remedied; and (C) any court or proposed competent authority having prohibited or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation suspended the consummation by the Purchaser of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review (x) none of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets following events taking place by the time that all the above Conditions under (i) through (vii) (inclusive) are satisfied or waived: (A) a material breach of the businesses Purchaser’s Warranties coming to the notice of Goltechthe Seller which breach is not remedied or waived as of the Completion Date; and (B) the Purchaser being in material breach of any obligation on its part under this Agreement which, Goloil and Teton for a period until 24 July 2000. Without limiting if that breach is capable of remedy, is not remedied to the foregoing, Teton shall provide to MOT a detailed list Sellers’ satisfaction within 5 Business Days of its liabilities and obligations. In the event Sellers notifying that Purchaser that such due diligence reveals events, circumstances, facts breach must be remedied; and (C) any court or other matters which breach competent authority having prohibited or suspended the representations and warranties set forth herein, reveal any material liabilities consummation by the Sellers of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate transactions contemplated by this Agreement. 3.2 Conditions 3.1(i), 3.1(ii), 3.1(iii), 3.1(iv), 3.1(v), 3.1(vii), 3.1(viii) and thereupon 3.1(ix) are for the benefit of the Purchaser and (except for Conditions 3.1(ii) and 3.1(iii)) may be waived (either in whole or in part) by the Purchaser at any time by notice to the Sellers. 3.3 Conditions 3.1(vi) and 3.1(x) are for the benefit of the Sellers and may be waived (either in whole or in part) by the Apollo Holders and the Bain Holders acting jointly at any time by notice to the Purchaser. 3.4 Each of the parties shall use reasonable endeavours to procure that the Conditions are satisfied on or before 8 April 2005. If the Conditions are not fulfilled or waived on or before that date: (i) except for this subclause, the Clauses headed “Confidentiality”, “Notices”, “Further Assurances”, “Assignments”, “Payments”, “General”, “Whole Agreement”, “Governing Law”, “Arbitration” and “Date”, together with the provisions of the Clause 2.10 headed “Interpretation”, all the other Clauses of this Agreement shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments lapse (vervallen) and otherwise undertake such operations as necessary cease to give effect to the foregoing.have effect; but

Conditions. 4.1 The obligations Completion of this Transaction (“Closing”) is subject to the satisfaction of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following matters:conditions (“Conditions”): (a) Each Party being given full access to all the relevant records relating to Buyer has obtained approval from the other Parties. The Parties agree that theyAntitrust Authority in connection with the Transaction, and their representatives shall such approval remains fully valid and does not disclose change any information so furnished without agreements herein in a substantive manner (the consent of the furnishing Party;“Antitrust Approval Condition”); and (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose no breach of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth hereinout in Clause 6 has occurred which remains un-remedied as at Closing. 4.2 Each of the Transacting Parties shall use reasonable endeavours to ensure the satisfaction of the Conditions in Clause 4.1 as soon as practicable. 4.3 Each Party shall co-operate fully to provide all necessary assistance, reveal including, without limitation, the provision of all information or documents reasonably required for approvals, submissions, and filings required by any material liabilities government authorities or reasonably requested by any other Party. 4.4 Without affecting the generality of GoloilClause 4.2, Goltech the Parties acknowledge the importance of satisfying the Antitrust Approval Condition as soon as practicable within six (6) months after the date of this Agreement (the “Relevant Date”) and shall cooperate fully with each other for such purpose. The Buyer shall be responsible for preparing the relevant submissions, and the Seller and JV Entities shall provide all reasonable and necessary assistance, including any materials and data required by the Antitrust Authority or Tetonreasonably required by the Buyer for preparation of the submissions. 4.5 Prior to any submissions to the Antitrust Authority, the Seller shall be given an opportunity to review and to provide its comments (if any) on the materials to be submitted which shall be taken into due account and be reasonably reflected in the final submission. 4.6 The Buyer shall (a) promptly provide the Seller with all the documents submitted for the antitrust filings, written communications with the Antitrust Authority, and requests made by the Antitrust Authority; (b) keep the Seller informed of the progress of the antitrust filings with the Antitrust Authority; and (c) notify the Seller as soon as reasonably practicable if the Antitrust Approval Condition has been satisfied or matters that materially adversely affect if the rights Antitrust Approval Condition will not be satisfied before the Relevant Date (and where applicable, deliver to the Seller a copy of MOT hereunderthe approvals from the Antitrust Authority). 4.7 If any Condition is not satisfied or is likely not to be satisfied on or before the Relevant Date, or under any agreement executed and delivered the Parties shall enter into good faith discussions with a view to reaching a mutually acceptable solution in connection herewith, then MOT with such Condition and the Transaction. 4.8 The Buyer may terminate this Agreement, and thereupon waive the provisions of Condition set forth in Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect (b) to the foregoingextent applicable to the Seller at its sole discretion. The Seller may waive the Condition set forth in Clause (b) to the extent applicable to the Buyer at its sole discretion.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects Completion is subject to and conditional upon the satisfaction of (or waiver by the Buyer acting in its absolute discretion): 4.1.1 subject to Clause 4.2, there having been delivered to the Buyer prior to the Completion Date acceptances by all Minority Shareholders of the offer made by the Buyer pursuant to the Minority Offer Document, representing all of the Company Shares in respect of which that offer is made; 4.1.2 subject to Clause 4.2, there having been delivered to the Buyer prior to the Completion Date Former Employee SPAs executed by all Former Employees in relation to the sale to the Buyer (or a Permitted Nominee) of all of the Company Shares held or to be held (upon exercise of all options or other rights to acquire shares (if any)) by the Former Employees; 4.1.3 subject to Clause 4.2, there having been delivered to the Buyer prior to the Completion Date acceptances by all SIP Participants (or by any such person who is the registered holder of the relevant SIP Shares (if different)) of the offer made by the Buyer pursuant to the SIP Participant Offer Document, representing all of the Company Shares held or to be held by the SIP Participants in respect of which that offer is made; 4.1.4 subject to Clause 4.2, there having been delivered to the Buyer prior to the Completion Date acceptances by all SIP Equivalent Participants (or by any such person who is the registered holder of the relevant SIP Shares (if different)) of the offer made by the Buyer pursuant to the SIP Participant Offer Document, representing all of the Company Shares held or to be held by the SIP Equivalent Participants in respect of which that offer is made; 4.1.5 the Shareholders Resolution being adopted, such resolutions to become effective immediately following mattersCompletion; 4.1.6 there having been no material breach by any Seller of: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Party;Sellers’ Warranty; or (b) There not being any objection put forward by any relevant authority undertaking set out in connection with the finality and purpose Clause 6.3 of this Agreement and Agreement, which breach has or is reasonably likely to have a material adverse effect on a Material Subsidiary or on the transactions contemplated hereinGroup (taken as a whole); (c) The completion 4.1.7 the Buyer having been provided with a copy of the agreements contemplated herebyinstrument terminating the Shareholders’ Agreement, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabovevalidly executed by all parties thereto; (d) No governmental agency or regulatory body or any other person or organization 4.1.8 the Buyer having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance been provided with a copy of the transactions contemplated consents in this Agreement; the Agreed Form necessary for the acquisition by the Buyer (or threatened a Permitted Nominee) of all Company Shares to take any action as be transferred pursuant to the Transaction Documents to constitute a result of or Permitted Transfer in anticipation accordance with Article 16.4 of the transactions contemplated Current Articles; 4.1.9 the Buyer having been provided with a deed of adherence (in a form satisfactory to the Buyer, acting reasonably) to this agreementAgreement duly executed by Pulau Dinawan Investments Limited; or proposed or enacted any statute or regulation which would prohibitand 4.1.10 the Buyer having been provided with a deed of adherence (in a form satisfactory to the Buyer, materially restrict or materially delay implementation of acting reasonably) to this Agreement duly executed by Yahoo Japan Corporation, (the transactions contemplated by this Agreementconditions set out at Clauses 4.1.1 to 4.1.10 being the “Conditions”). 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In The Parties agree that: 4.2.1 in the event that such due diligence reveals events, circumstances, facts any of the Conditions set out in Clauses 4.1.1 to 4.1.4 has not been satisfied prior to the Long Stop Date; and 4.2.2 the Buyer has been provided with executed documentation in form and substance satisfactory to the Buyer (acting reasonably) evidencing that fewer than 25 Minority Sellers which collectively hold or will hold (upon exercise of all options or other matters rights to acquire shares) Company Shares representing in aggregate less than 0.5% of the Fully Diluted Share Capital have not signed Former Employee SPAs, have not accepted the offer made by the Buyer pursuant to the Minority Offer Document or the SIP Participant Offer Document (as applicable), the Buyer shall waive the Conditions set out in Clauses 4.1.1 to 4.1.4 which breach have not been satisfied and the representations Management Sellers shall use best endeavours to procure: (i) the execution of Former Employees SPAs by all Former Employees; (ii) the acceptance of the offer made by the Buyer pursuant to the Minority Offer Document by all Minority Shareholders; and warranties (iii) the acquisition by the Buyer (or a Permitted Nominee) of all of the Company Shares referred to in Clauses 4.1.3 and 4.1.4, in each case as soon as practicable following Completion. The Parties further agree that the Management Sellers’ obligation to use best endeavours set forth hereinout in this Clause 4.2 shall include, reveal any material liabilities without limitation, an obligation for the Management Sellers to contact the relevant Minority Sellers in writing (which shall include by e-mail), to provide information on the Transaction (including the unanimous and unconditional recommendation set out in Clause 6.2.1(b)) and request execution of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as documents necessary to give effect satisfy the relevant Condition but, for the avoidance of doubt, the obligation to use best endeavours shall not include any obligation on the foregoingManagement Sellers to offer or make or procure that there is offered or made any financial inducement or payment to any such Minority Seller.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects 3.1 Completion is conditional upon the following mattersupon: (a) Each Party being given full access the Purchaser having completed its due diligence (including but not limited to all legal, financial and commercial aspects) in respect of the relevant records relating Company and the results of which are, in the absolute opinion of the Purchaser, satisfactory and acceptable to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing PartyPurchaser in all respects; (b) There not being any objection put forward if so required, passing of necessary resolutions by any shareholders of the Purchaser at a general meeting approving (i) this Agreement and the transactions contemplated herein and (ii) the allotment and issue of the Consideration Shares to the Vendors credited as fully paid; (c) all necessary consents, permits and approvals (whether governmental, regulatory or otherwise) as may be required under U.S. securities laws or other relevant authority laws, regulations and rules in connection with the finality and purpose U.S. in respect of this Agreement Agreement, the allotment and issue of the Consideration Shares and the transactions contemplated hereunder having been obtained by the Purchaser; (d) all necessary consents, permits and approvals (whether governmental, regulatory or otherwise) as may be required in respect of the sale and purchase of the Sale Interests and/or change of control of the Company having been obtained from the relevant PRC governmental authorities including not but limited to the new business registration licence and tax licences for the Company; (e) the Purchaser having obtained a legal opinion issued by a U.S. legal counsel (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in respect of: (i) the legality and validity of this Agreement, allotment and issue of Consideration Shares and the transactions contemplated herein; (cii) The the completion of all necessary procedures and obtaining of all necessary approvals regarding the agreements contemplated hereby, including acquisition of the amendment of Goltech's regulations, and Sale Interests; and, (iii) all other organizational documents to reflect matters reasonably requested by the matters stipulated hereinabovePurchaser; (df) No governmental agency the Purchaser having obtained a legal opinion issued by a PRC legal counsel (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in respect of: (i) the legality and validity of this Agreement; (ii) the completion of all necessary procedures and obtaining of all necessary approvals regarding the acquisition of the Sale Interests; and, (iii) all other matters reasonably requested by the Purchaser; (g) the Purchaser having obtained a consent letter duly signed by all shareholders and person who has any direct or regulatory body indirect interest in the registered capital of the Company waiving their respective rights of pre-emption or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance rights they may have in respect of the transactions contemplated Sale Interests; (h) the Warranties and undertakings under this Agreement are true and accurate and are not misleading in any material aspects at Completion as if repeated at Completion and at all times between the date of this Agreement; or threatened to take any action as a result of or in anticipation Agreement and the Completion. 3.2 The Vendors shall jointly and severally procure the fulfillment of the transactions contemplated condition precedents mentioned in this agreement; or proposed or enacted Clause 3.1(d) above and shall keep the Purchaser fully informed of all their actions and efforts in connection with their obtaining the necessary consents, permits and approvals from the relevant regulatory authorities, including without limitation, providing the Purchaser immediately with all of their correspondence with these authorities. 3.3 In connection to Clause 3.1(a), the Vendors shall give and shall procure that the Purchaser and/or any statute or regulation which would prohibitpersons authorised by it in writing will be given such access to the premises and all books, materially restrict or materially delay implementation documents, title deeds, records, returns, approval, correspondence and accounts of the transactions contemplated Company and all members of the Company and all such information relating to the Company as may be reasonably requested by this Agreement. 4.2 MOT or on behalf of the Purchaser to undertake and its representatives shall have the right to conduct a full due diligence review (including but not limited to, in all legal, financial and commercial aspects) against the Company and be permitted to take copies of any such books, documents, title deeds, records and accounts and that the directors and employees of all members of the activitiesCompany shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them. For the avoidance of doubt, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts shall not limit or other matters which breach otherwise qualify in any way the representations obligations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or Vendors under Clause 9. 3.4 The Purchaser may at any agreement executed and delivered time by notice in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect writing to the foregoingVendors waive any of the Conditions set out in Clause 3.1. If (a) any of the conditions set out in Clause 3.1 has not been satisfied (or as the case may be, waived by the Purchaser) on or before 5:00 p.m. on the Completion Date or such later date as the Purchaser may agree; or (b) the Purchaser is not satisfied with the results of the due diligence and informs the Vendors in writing at any time, this Agreement shall cease and determine and the parties to this Agreement shall not have any obligations and liabilities.

Conditions. 4.1 The obligations sale and purchase of the Parties, respectively, as contemplated by this Agreement, are in all respects Sale Shares is conditional upon the following matterssatisfaction or waiver (if made in accordance with the provisions hereof) of the following, or their satisfaction subject only to Completion: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent passing by shareholders of the furnishing PartySeller who are permitted to vote at a general meeting of the Seller of a resolution to approve the sale of the Sale Shares in accordance with the requirements of the Listing Rules; (b) There not being all Authorisations which are required for the entering into or the performance of obligations under this Agreement by the Parties having been obtained and all filings with any objection put forward by any Authorities and other relevant authority in connection with third parties which are required for the finality entering into and purpose the implementation of this Agreement having been made and such Authorisations (if any) remaining in full force and effect and there being no statement, notification or intimation of an intention to revoke or not to renew the transactions contemplated hereinsame having been recorded. Without limiting the generality of the foregoing, such Authorisations include: (i) the consent in writing from the Registrar of Travel Agents to the Transaction having been obtained in accordance with the Travel Agents Ordinance (Chapter 218 of the Laws of Hong Kong); (ii) the consent in writing from the International Air Transport Association to the Transaction having been obtained; (iii) the consent in writing from the holders of the 2% convertible exchangeable notes issued by the Seller on 8 June 2006 to the Transaction having been obtained in accordance with the terms and conditions of such convertible exchangeable notes; and (iv) the consent from the lessor under each of the relevant Leases, if required by the terms of the relevant leases, to the Transaction having been obtained in accordance with the terms of the relevant Lease; (c) The completion no order or judgment (whether temporary, preliminary or permanent) of any Authority having been issued or made prior to Completion, and no legal or regulatory requirements remain to be satisfied, which has the effect of making unlawful or otherwise prohibiting or restricting the transfer of the agreements Sale Shares to the Purchaser, or any transaction contemplated hereby, including by this Agreement and the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveTransaction Documents; (d) No governmental agency the Purchaser being satisfied that no Material Adverse Change has arisen or regulatory body occurred since 31 December 2009; (e) there having been no breach in any material respect by the Seller of any of its obligations under this Agreement or any of the other person Transaction Documents; and (f) there having been no breach of the Warranties (and no fact, event or organization circumstance having instituted occurred which would make the Warranties untrue or inaccurate in any actionrespect when repeated at Completion), suit or investigation and there having been delivered to the Purchaser a certificate in the form attached as Schedule 13 (“Certificate”) signed by a director of the Seller and dated the Completion Date, in which restrainsthe Seller certifies the matters set out in paragraphs (b), prohibits or otherwise challenges (c), (d), (e) and (f) above. 4.2 The Seller undertakes to the completion Purchaser: (a) in the case of the Conditions set out in Clause 4.1(b), to use its reasonable endeavours to ensure that such Conditions are fulfilled as soon as reasonably practicable after the date of this Agreement; (b) in the case of the Condition set out in Clause 4.1(a), to comply with the requirements of the Listing Rules regarding announcements and performance circulars, and to convene a special general meeting for the approval of shareholders of the Seller in respect of the transactions contemplated in this Agreement and the other Transaction Documents as soon as practicable after the date of this Agreement; or threatened ; (c) request the board of directors of the Seller, but subject to take any action as a result the fiduciary duties of or in anticipation the directors, to recommend and continue to recommend to the shareholders of the Seller all of the transactions contemplated in this agreementAgreement and the other Transaction Documents; or proposed or enacted any statute or regulation which would prohibitand (d) subject to the Purchaser promptly complying with Clause 4.3, materially restrict or materially delay implementation as soon as practicable after the signing of this Agreement to prepare and submit necessary applications for the purposes of the transactions contemplated consents referred to in Clause 4.1(b). 4.3 Each of the Seller and the Purchaser shall (and the Seller shall procure that the Group shall), upon request from the other Party, promptly co-operate with and provide all necessary information and other assistance reasonably required by such other Party in connection with the satisfaction of the Conditions, including for the purposes of the provision of such information to any Authority as shall be necessary in connection with the satisfaction of the Conditions. 4.4 The Purchaser may waive any of the Conditions in Clause 4.1 (other than the Conditions in Clauses 4.1(a), (b)(i), (b)(iii) or (c)) at any time by written notice to the Seller. 4.5 Each of the Purchaser and the Seller shall give notice to the other that a relevant Condition has been satisfied as soon as practicable and in any event within two Business Days of becoming aware of the fact. 4.6 If one or more of the Conditions in Clauses 4.1(a) to (f): (a) remains unsatisfied as at the Long Stop Date and has not been waived on or before the Long Stop Date in accordance with this Agreement.; or 4.2 MOT (b) becomes impossible to satisfy before the Long Stop Date and, if it is a Condition which can be waived by a Party, has not been waived within five Business Days of such Condition becoming impossible to satisfy, then this Agreement, other than the Surviving Provisions, shall automatically terminate with immediate effect and its representatives shall have the right to conduct a full due diligence review each Party’s rights and obligations (other than those in respect of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000Surviving Provisions) shall cease immediately on termination. Without limiting the foregoing, Teton Such termination shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely not affect the rights and obligations of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary existing prior to give effect to the foregoingtermination.

Conditions. 4.1 The Company's obligations of to each Rights Holders under this Article VIII will be conditioned on compliance with the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following mattersfollowing: (a) Each Party being given full access Such Rights Holder and its Affiliates will cooperate with the Company in connection with the preparation of the applicable Registration Statement, and for so long as the Company is obligated to all the relevant records relating keep such Registration Statement effective, such Rights Holder and its Affiliates will provide to the other Parties. The Parties agree that theyCompany, in writing and in a timely manner, for use in such Registration Statement (and expressly identified in writing as such), all information regarding themselves and their representatives shall not disclose any respective Affiliates and such other information so furnished without as may be required by applicable law to enable the consent of Company to prepare such Registration Statement and the furnishing Partyrelated prospectus covering the applicable Registrable Securities owned by such Rights Holder and to maintain the accuracy, completeness and effectiveness thereof; (b) There During such time as such Rights Holder and its Affiliates may be engaged in a distribution of the Registrable Securities, such Rights Holder and its Affiliates will comply with all applicable laws, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, among other things: (A) not being engage in any objection put forward by any relevant authority stabilization activity in connection with the finality securities of the Company in contravention of such rules; (B) distribute the Registrable Securities acquired by it solely in the manner described in the applicable Registration Statement; and purpose (C) if required by applicable law, rules or regulations, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Rights Holder or any of this Agreement its Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree; provided that the transactions contemplated hereinCompany shall provide such Rights Holder with an adequate number of copies thereof; (c) The completion of Such Rights Holder and its Affiliates will permit the agreements contemplated hereby, including the amendment of Goltech's regulationsCompany and its representatives and agents to examine such documents and records, and will supply in a timely manner any information as they may reasonably request, in connection with the offering or other organizational documents to reflect the matters stipulated hereinabove;distribution of Registrable Securities by such Rights Holder; and (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges On notice from the completion and performance Company of the transactions contemplated in this Agreement; or threatened to take happening of any action as a result of or in anticipation of the transactions contemplated events specified in this agreement; Section 8.4(c), or proposed that requires the suspension by such Rights Holder or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation its Affiliates of the transactions contemplated distribution of any of the Registrable Securities owned by this Agreement. 4.2 MOT such Rights Holder, then such Rights Holder and its representatives shall have Affiliates will immediately cease offering or distributing the right to conduct a full due diligence review Registrable Securities owned by such Rights Holder until the offering and distribution of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, Registrable Securities owned by such Rights Holder may recommence in accordance with the terms hereof and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingapplicable law.

Conditions. 4.1 3.1 The obligations sale and purchase of the Parties, respectively, as contemplated by this Agreement, are in all respects Sale Shares is conditional upon the following mattersupon: (a) Each Party being given full access the Purchaser having completed legal, business and financial due diligence on LifeMag and the Subcos to all its satisfaction and having obtained the relevant records relating to Board and/or Shareholders’ approvals on issuing the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing PartyConsideration Shares herein; (b) There not being any objection put forward by any all consents, approvals, authorisations or other orders of all relevant authority regulatory authorities required for or in connection with the finality transfer of the Sale Shares to the Purchaser by the Vendor have been unconditionally obtained and purpose are in full force and effect, and all other actions have been taken by or on behalf of this Agreement the Vendor to comply with all legal and other requirements applicable in Singapore or elsewhere necessary to ensure that the transactions contemplated hereintransfer of the Sale Shares is in accordance and do not infringe any existing law, regulation or guidelines or the terms of any such consent, approval or authorisation including but not limited to foreign ownership; (c) The completion the Purchaser and/or the Vendor not having received on or prior to the Completion Date (or such other date as the parties may agree), notice of any directive, injunction or other order, which restrains or prohibits the consummation of the agreements transactions contemplated herebyby the S&P Agreement or there being no action on or prior to the Completion Date (or such other date as the parties may agree), including seeking to restrain or prohibit the amendment of Goltech's regulationsconsummation thereof, and or seeking damages in connection therewith, which is pending or any such directive, injunction or other organizational documents to reflect the matters stipulated hereinaboveorder or action which is threatened; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges (if applicable) the completion and performance delivery by the Vendor to the Purchaser of the transactions contemplated Memorandum of Disclosure, in a form reasonably satisfactory to the Purchaser; (e) the Vendor Warranties and the Purchaser Warranties contained herein not being untrue or misleading at Completion, as if repeated at Completion and at all times between the date of this AgreementAgreement and Completion; (f) the Vendor having fulfilled in all material respects all of their obligations under this Agreement required to be fulfilled on or prior to the Completion Date; and (g) the Purchaser and/or the Vendor having fulfilled in all material respects all of their obligations under this Agreement to be fulfilled on or threatened prior to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this AgreementCompletion Date. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. 3.2 In the event that such due diligence reveals eventsthe conditions in Clause 3.1 are not fulfilled by 31 June 2006 (or any other date as the Purchaser and the Vendor may agree in writing from time to time), circumstancesthis Agreement shall lapse and be of no further effect and no party to this Agreement shall have any claim against the other for costs, facts damages, compensation or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech otherwise or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect liability to the foregoingother party, save for (i) any claim by the Purchaser against the Vendor arising from antecedent breach of the terms hereof including the undertaking contained in this Clause 3.2 and (ii) any claim by the Vendor against the Purchaser arising from antecedent breach of the terms hereof including the undertaking contained in this Clause 3.2 and (iii) the parties’ rights and obligations of Confidentiality under Clauses 10 and 12 which shall survive notwithstanding the determination of this Agreement pursuant to this Clause 3.2. 3.3 Each party must promptly notify the other parties if it becomes aware that any condition specified in Clause 3.1 is satisfied or becomes incapable of being satisfied.

Conditions. 4.1 The obligations Completion is conditional upon satisfaction or waiver of the Partiesfollowing conditions (together the “Completion Conditions” and each of them a “Completion Condition”): 4.1.1 that competition notifications and/or filings with the relevant Governmental Authorities in connection with the Transaction (the “Filings”) shall have been made and that each such competent Governmental Authority, respectivelyto the extent required before Completion, as contemplated by this Agreement, are in all respects conditional upon the following mattersshall either have: (a) Each Party being given full access to all the approvals, consents or clearances required under relevant records relating to Law for the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent completion of the furnishing PartyTransaction; (b) There not being any objection put forward by any rendered a decision that no approval, consent or clearance is required under relevant authority in connection with Law for the finality and purpose completion of this Agreement and the transactions contemplated hereinTransaction; (c) The completion failed to render a decision within the applicable waiting period under relevant Law and such failure is considered under such Law to be a grant of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove;all requisite consents or clearances under such Law; or (d) No governmental agency or regulatory body referred the Transaction or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion part thereof to another Governmental Authority in accordance with relevant Law and performance that one of the transactions contemplated requirements of listed in this Agreement; or threatened to take any action as a result items (a) through (c) above has been fulfilled in respect of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreementsuch other Governmental Authority. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon 4.1.2 the provisions of Clause 2.10 the Social and Economic Council Merger Regulation for the protection of employees (SER-Besluit Fusiegedragsregels 2000) shall apply as if MOT had breached this Agreement. Thereuponhave been complied with, each Party and: (a) the Purchaser shall take such actions, deliver such instruments have complied with the relevant French Laws and otherwise undertake such operations as necessary to give effect regulations for obtaining the advice of the Purchaser’s Works Council; and (b) the Seller shall have complied with the relevant Dutch and Norwegian Laws and regulations for obtaining the neutral advice of the relevant Seller’s Works Councils; 4.1.3 the Seller and the Purchaser have entered into the Joint Venture Agreement according to the foregoingterms included in the agreed form heads of terms as included in Schedule 16 (Heads of terms Joint Venture Agreement); 4.1.4 completion of the Joint Venture Agreement has occurred in accordance with its terms; 4.1.5 the Seller and the Purchaser have entered into the MC Library Selling and Marketing Agreement according to the terms included in the agreed form heads of terms of the MC Library Selling and Marketing Agreement as included in Schedule 17 (Heads of terms MC Library Selling and Marketing Agreement); 4.1.6 if required pursuant to Clause 3.3.1, the Seller and the Purchaser have entered into the Vendor Loan agreement according to the key terms included in Schedule 21 (Key terms of Vendor Loan); 4.1.7 all lenders under the Seller’s bilateral multicurrency revolving facility agreements have irrevocably waived any breach of the terms of those facility agreements which could result from (i) Completion of the Transaction, (ii) the making of the Vendor Loan, or (iii) the establishment of the joint venture pursuant to the Joint Venture Agreement; 4.1.8 the Seller has delivered to the Purchaser the 2011 Accounts and the Q3 Accounts; 4.1.9 the requisite majority of lenders under each of the Purchaser’s French Revolving Credit Agreement and the Purchaser’s US Credit Agreement having consented to the waiver of any breach of the terms of such agreements which could result from (i) Completion of the Transaction, (ii) entering into the Vendor Loan or the Second Vendor Loan, or (iii) the establishment of the joint venture pursuant to the Joint Venture Agreement; and 4.1.10 no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other restraint or prohibition of any Governmental Authority preventing the consummation of the Transaction being in effect, nor will any action having been taken by any Governmental Authority seeking any of the foregoing that remains pending.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects 2.1 Completion is conditional upon the fulfilment or waiver (if applicable) of the following matters:conditions (“Conditions”): (a) Each Party (i) no indication being given full access received prior to all Completion from the relevant records relating Stock Exchange to the other Parties. The Parties agree effect that theythe listing of the Subscription Shares on the Main Board of Stock Exchange shall or may be withdrawn or objected to, and their representatives shall (ii) the Stock Exchange have not disclose any information so furnished without indicated that the consent trading of the furnishing PartyShares on the Stock Exchange will be suspended, cancelled or withdrawn before the Completion or that it will object to, or it will impose conditions on, the continued listing of the Shares on the Stock Exchange based on reasons arising from the transactions contemplated in this Agreement; (b) There the listing committee of the Stock Exchange granting listing of and permission to deal in the Subscription Shares and such listing and permission not being any objection put forward subsequently revoked prior to Completion (the “Listing Approval”); (c) the passing of the relevant resolutions by any relevant authority in connection with way of poll at the finality Shareholders’ Meeting who are entitled to vote and purpose of who are not required to abstain from voting under the Listing Rules and other applicable laws and regulations for approving this Agreement and the transactions contemplated herein; hereunder (c) The completion including the allotment and issue of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveSubscription Shares under a specific mandate); (d) No governmental agency with respect to Subscriber’s obligations to consummate the Completion only, the Warranties made or regulatory body or given by the Company set forth in Clause 3.1 of SCHEDULE 1 to this Agreement are true, accurate, and not misleading in all respects as of the date hereof and as of the Completion Date; (e) with respect to Subscriber’s obligations to consummate the Completion only, any other person Warranties made or organization having instituted any actiongiven by the Company under this Agreement (except for those set forth in Clause 3.1 of SCHEDULE 1 to this Agreement) are true, suit or investigation which restrains, prohibits or otherwise challenges the completion accurate and performance not misleading in all material respects as of the transactions contemplated in this Agreement; or threatened to take any action date hereof and as a result of or in anticipation of the transactions contemplated Completion Date; (f) with respect to Subscriber’s obligations to consummate the Completion only, there shall not been any material adverse change (or effect) in this agreement; the financial, business or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation trading position of the transactions contemplated by this AgreementGroup immediately before Completion; (g) the Offering Completion having taken place; and (h) the subscription of the Subscription Shares will not cause the Subscriber Group to breach the Creeper Limit. 4.2 MOT and its representatives 2.2 None of the Parties shall have the right to conduct a full due diligence review waive any of the activitiesConditions under Clauses 2.1(a), accounts2.1(b), contracts2.1(c), capital2.1(g) and 2.1(h). The Subscriber may in its absolute discretion at any time before Completion waive the Conditions under Clauses 2.1(d), payables, receivables, oil sales, production, exploration, assets, liabilities, 2.1(e) and other facets 2.1(f) in part of in full by notice in writing to the Company. 2.3 The Parties shall use their reasonable endeavours to procure the fulfilment of the businesses Conditions set out in Clause 2. Each Party agrees and undertakes to notify the other Party in writing as soon as practicable after it becomes aware that a Condition has been fulfilled or is incapable of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. fulfilment. 2.4 In the event that such due diligence reveals eventsthe Conditions are not fulfilled or waived (if applicable) on or before the Long Stop Date, circumstances, facts this Agreement shall terminate and the obligations of the Parties shall immediately cease and be null and void and none of the Parties shall have any right against or liability towards the other matters which breach the representations and warranties set forth herein, reveal any material liabilities Party arising out of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate with this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.

Conditions. 4.1 The obligations Notwithstanding anything in this Donation Agreement to the contrary, ▇▇▇▇▇’s obligation to accept the Property shall be subject to and contingent upon the satisfaction or waiver of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following mattersconditions precedent: (a1) Donor shall have performed each and every undertaking hereunder. (2) Each Party being given full access and every representation and warranty made by Donor shall have been true and correct as of the date this Donation Agreement is made and entered into and shall be true and correct in all material respects as if originally made on and as of the Closing Date. (3) No suit, proceeding, or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to all restrain, enjoin, hinder, or to seek material damages on account of the relevant records relating to consummation of the other Parties. The Parties agree that theytransaction contemplated hereby, and their representatives no order, ruling, decision, or judgment shall not disclose any information so furnished without have been issued with the consent same effect. (4) Preliminary approval of the furnishing Partyall licenses, rights-of-way, and easements; (b5) There not being any objection put forward by any relevant authority in connection with ▇▇▇▇▇’s review and approval, prior to the finality and purpose expiration of this the Agreement and Inspection Period, of the transactions contemplated hereincondition of title to the Property; (c6) The completion ▇▇▇▇▇’s review and approval, prior to the expiration of the agreements contemplated herebyAgreement Inspection Period, including of the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveProperty Documents; (d7) No governmental agency or regulatory body or ▇▇▇▇▇’s inspection and approval, prior to the expiration of the Agreement Inspection Period, of the physical and environmental condition of the Property; (8) Donee’s satisfaction that the Property is properly zoned for Donee’s Intended Use; (9) Donee’s satisfaction with any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance information obtained through its due diligence of the transactions contemplated in this Agreement; or threatened to take any action as a result Property; (10) ▇▇▇▇▇’s receipt of or in anticipation all required approvals and consents authorizing the purchase of the transactions contemplated Property in accordance with the terms of this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation Donation Agreement; (11) The Title Company issuing a policy of title insurance of Donee’s choice insuring title on the Property in the amount of the transactions contemplated Donation Value, subject only to the conditions of record appearing on the Preliminary Report which are not disapproved by this Agreement▇▇▇▇▇; (12) There being no material, adverse change in the Property or access thereto after expiration of the Agreement Inspection Period and prior to Closing. 4.2 MOT (13) Donor has obtained all required consents and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and approvals from City and/or all other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts agencies or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations entities as necessary for the sale and transfer of property to give effect to the foregoingDonee.

Conditions. 4.1 The obligations Clauses 3, 4 and 6 do not become binding on the parties and have no force or effect, and Completion cannot take place, unless each of the Parties, respectively, as contemplated by this Agreement, are conditions listed in all respects conditional upon the first column of the following matterstable has been either satisfied or waived in accordance with clause 2.4: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent satisfactory completion of the furnishing Party;Buyer's due diligence as determined by the Buyer in its sole discretion; Buyer (b) There not being all approvals of any objection put forward by any relevant authority in connection with Regulatory Authority which the finality Sellers and purpose of this Agreement and the Buyer agree are necessary or desirable to implement the transactions contemplated herein;by this agreement have been obtained either unconditionally or on conditions satisfactory to the Buyer acting reasonably and have not been withdrawn or revoked; Buyer (c) The completion no temporary restraining order, preliminary or permanent injunction or other order issued by any court of the agreements contemplated herebycompetent jurisdiction, including the amendment of Goltech's regulationsno preliminary or final decision, determination, or order issued by any Regulatory Authority and no other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or legal restraint preventing any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement.agreement is in effect; Buyer 4.2 MOT and its representatives shall have the right to conduct (d) no Material Adverse Change has occurred; Buyer (e) a full due diligence review resolution of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilitiesshareholders of any Seller that is not a natural person has been passed at a duly convened general meeting of that Seller to approve the transactions contemplated by this agreement and entry into and performance of each of the Transaction Documents by the relevant Seller; Buyer (f) the Buyer has received a certified copy of each consent required under each Lease and each Key Contract to the acquisition of the Shares by the Buyer and the change of control of the Company resulting from that acquisition of the Shares each of which is unconditional or subject only to conditions reasonably acceptable to the Buyer; and Buyer (g) the Company and the relevant counterparties have executed binding agreements to reflect the following: (i) the royalty payment percentage payable by the Company to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ will be reduced from 12.5% to 6% and the Company will issue to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ or their designee 400,000 Shares, and other facets (ii) the debt (inclusive of principal and accrued and unpaid interest) of AUD $1,400,000 (US $1,287,076) owed by the businesses Company to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will be reduced to AUD $700,000 (US $643,538) of Goltech, Goloil and Teton for a period until 24 July 2000which amount AUD $645,613 (US $593,538) will be payable by the Company to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on the Completion Date (such debt having been paid down with the payment of AUD $54,387 (US $50,000) earlier paid by the Company to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.Buyer

Conditions. 4.1 A. The rights and obligations of the PartiesParties under this Agreement are expressly conditioned upon the satisfaction, respectivelyor waiver in writing by each Party, of the following conditions to the extent applicable to the First Phase on or before the Conditions Satisfaction Date: (1) obtaining any necessary approvals from ERCOT and the Transmission Service Provider to connect and Net Meter Customer’s Load associated with the First Phase and the Facility’s Net Energy as contemplated by this Agreement, are the GSEC B▇▇▇▇▇▇ PPA and as further set forth in all respects conditional upon the following matters: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing PartySection IX; (b2) There not being any objection put forward by any relevant authority in connection execution of the GSEC B▇▇▇▇▇▇ PPA concurrently with the finality and purpose execution of this Agreement and the transactions contemplated hereinsatisfaction of all conditions precedent set forth in Article 3 of the GSEC B▇▇▇▇▇▇ PPA; (c3) The completion of Customer installing UFLS Equipment sufficient for the agreements contemplated hereby, including the amendment of Goltech's regulations, Customer’s Load to count toward Cooperative’s and other organizational documents to reflect the matters stipulated hereinaboveGSEC’s UFLS Requirements in compliance with ERCOT and NERC requirements; (d4) No governmental agency Customer or regulatory body its Affiliate providing access and permissions needed to allow Cooperative or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance its designee to achieve Firm Load Shed of the transactions contemplated Customer’s Load as provided in this Agreement; ; (5) Cooperative or threatened to take any action its designee, as applicable, being assured, as a result of or in anticipation condition precedent and as an ongoing condition throughout the Term, that they can: (i) exclude Customer’s Load from their respective Firm Load Shed obligations, (ii) meet any Firm Load Shed obligation that has arisen due to the demand of the transactions contemplated Customer’s Load by curtailing the Customer’s Load, (iii) curtail the Customer’s Load as reasonably necessary to ensure that the Facility is the sole source of Energy for the Customer’s Load during periods that would cause an incremental Firm Load Shed allocation to GSEC or Cooperative, or (iv) implement other changes to ERCOT’s methodology for allocating Firm Load Shed that prevents any allocation caused by the Customer’s Load from being borne by other GSEC or Cooperative customers; (6) completion of any additional requirements imposed by ERCOT in this agreement; connection with Cooperative interconnecting or proposed serving Customer’s Load associated with the First Phase, including without limitation any load, reliability, or enacted any statute interconnection study imposed on either Party, or regulation on B▇▇▇▇▇▇ or GSEC, to comply with NERC Reliability Standards FAC-001 and FAC-002, which would prohibit, materially restrict or materially delay implementation shall be completed at Customer’s expense; (7) The MDC Meter being installed and under the Cooperative’s ownership and operation pursuant to the terms of the transactions contemplated Operating Procedures and Section IX(B); (8) Customer granting access rights sufficient to allow the Cooperative and GSEC, as necessary, access to the MDC Meter for purposes of installing, reading, testing, maintaining, repairing, or replacing such MDC Meter pursuant to the terms of an access easement in the form of Exhibit C; (9) Customer shall have posted the credit support (including without limitation the Import Energy Account, Net Energy Security and the Performance Security as each such term is defined in the Performance Security Agreement) required to be posted by this Customer under the Performance Security Agreement; and (10) Execution of the DCB Consultant Agreement by the DCB Consultant and Customer prior to the initiation of Service. 4.2 MOT B. The Parties agree that the assurance required by the Firm Load Shed condition in Section IV(A)(5) may be satisfied by Cooperative requiring that the MDC Farm be served exclusively by Energy generated by the Facility during all periods used by ERCOT to set Firm Load Shed obligations; provided, however, unless GSEC and its representatives Cooperative are assured that one of the other options in Section IV(A)(5) can be satisfied, any failure by Customer to meet the foregoing requirement shall reinstate the condition and Cooperative shall have the right to conduct a full due diligence review of terminate this Agreement without penalty or liability to any Party except as provided in Sections XX and XXX if the activitiescondition is not met. C. If the Service Date has not occurred on or prior to the Conditions Satisfaction Date, accountsCooperative or Customer may terminate this Agreement without penalty and without any Party incurring any liability under this Agreement whatsoever. Alternatively, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In in the event that such due diligence reveals eventsthe Service Date has not occurred on or prior to the Conditions Satisfaction Date, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT Parties may terminate mutually agree to amend this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.

Conditions. 4.1 (a) The obligations obligation of each Investor to purchase and acquire the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon Offered Shares hereunder shall be subject to the following mattersconditions that: (a1) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, All representations and their representatives shall not disclose any information so furnished without the consent warranties of the furnishing Party; (b) There not being any objection put forward by any relevant authority Company herein shall be true and correct in connection with all material respects as of and on each of the finality and purpose date of this Agreement and the transactions contemplated hereindate of the Closing; (c2) The completion Company shall have performed all of its obligations hereunder; including but not limited to delivery of the agreements contemplated hereby, including shares of Common Stock included in the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveOffered Shares through DWAC; (d3) No governmental agency or regulatory body The Prospectus Supplement shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing, no stop order suspending the effectiveness of the Registration Statement or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion part thereof shall have been issued and performance of the transactions contemplated in this Agreement; no proceeding for that purpose shall have been initiated or threatened to take any action as a result of or by the Commission, and the Investor shall have received the Prospectus in anticipation of accordance with the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation federal securities laws; (4) The Note Purchase Agreement and all principal transaction documents related thereto shall have been executed by the applicable parties and the initial closing of the transactions contemplated by this the Note Purchase Agreement shall have been completed concurrently with the Closing; (5) The Company shall have approved the Tax Benefits Preservation Agreement Exemption Request attached as Exhibit A hereto in accordance with the procedures set forth in the Tax Benefits Preservation Agreement; (6) An opinion of counsel of ▇▇▇▇▇▇▇ Procter LLP in the form attached as Exhibit B hereto, shall have been delivered to the Investors concurrently with the Closing; and (7) All fees and expenses incurred on or prior to the date of Closing and required to be paid or reimbursed by the Company pursuant to Section 4(b)(27) hereof shall be paid concurrently with the Closing. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review (b) The obligation of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of Company to sell the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting Offered Shares hereunder shall be subject to the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the conditions that: (1) All representations and warranties set forth herein, reveal any and other statements of the Investors herein shall be true and correct in all material liabilities respects as of Goloil, Goltech or Teton, or matters that materially adversely affect and on each of the rights date of MOT this Agreement and the date of the Closing; and (2) The Investors shall have performed all of their obligations hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon including but not limited to payment of the provisions of Clause 2.10 shall apply Aggregate Purchase Price as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingprovided herein.

Conditions. 4.1 The obligations As a condition to its participation in the Exchange Offer pursuant to the terms of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional each Holder of Transfer Restricted Securities shall furnish, upon the following matters: (a) Each Party being given full access to all request of the relevant records relating Company, prior to the other Parties. The Parties agree Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that they(A) it is not an affiliate of the Company, (B) it is not engaged in, and their representatives shall does not disclose intend to engage in, and has no arrangement or understanding with any information so furnished without the consent Person to participate in, a distribution of the furnishing Party; Exchange Securities to be issued in the Exchange Offer, (bC) There it is acquiring the Exchange Securities in its ordinary course of business, and (D) include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, may reasonably request. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not being under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any objection put forward by any relevant authority no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the finality a secondary resale transaction and purpose of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals eventsa secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, circumstancesas applicable, facts or other matters which breach of Regulation S-K if the representations and warranties set forth herein, reveal any material liabilities resales are of Goloil, Goltech or Teton, or matters that materially adversely affect Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.Company

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following matters: (a) Each Party The obligation of Fosun Pharma to cause the Purchaser to acquire the Sale Shares shall be subject to (i) the consummation of the Merger in accordance with the terms of the Merger Agreement, (ii) the receipt of all approvals from the shareholders of Fosun Pharma for the Proposed Transaction if required by law, regulation or rule of any applicable securities exchange or the constitutional documents of Fosun Pharma (such approvals, the “Requisite Shareholder Approvals”), (iii) the representations and warranties of the Seller set forth in the SPA (as defined below) being given full access to true and correct in all material respects, (iv) the execution and delivery by the Seller of a sale purchase agreement (“SPA”) for the Sale Shares in accordance with the terms and conditions set forth in this Letter Agreement and (v) the satisfaction or waiver of all the relevant records relating to conditions precedent for closing set forth in the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Party;SPA. (b) There not being any objection put forward by any relevant authority The obligation of Parent to cause the Seller to sell the Sale Shares shall be subject to (i) the consummation of the Merger in connection accordance with the finality terms of the Merger Agreement, (ii) the receipt of all approvals from the board of directors of the general partner of Parent (the “Board”) for the Proposed Transaction if required by law or regulation or the constitutional documents of Parent, (iii) the representations and purpose warranties of this Agreement the Purchaser set forth in the SPA being true and correct in all material respects, (iv) the transactions contemplated herein;execution and delivery by the Purchaser of the SPA and (v) the satisfaction or waiver of all the conditions precedent for closing set forth in the SPA. (c) The completion Subject to the satisfaction or waiver of the agreements contemplated herebyconditions set forth above, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance closing of the transactions contemplated in this Agreement; Proposed Transaction will take place on a date to be agreed between Parent and Fosun Pharma, which shall be as soon as practicable after all the conditions have been satisfied or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreementwaived. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.

Conditions. 4.1 The obligations obligation of the PartiesPurchasers to consummate the Closing is subject to the fulfilment of the following conditions (the “Purchaser Conditions”), respectivelyany of which may be waived by Purchaser 1: 4.1.1 Sale Company having issued and allotted new shares to Seller such that the total issued share capital of Sale Company shall at Closing be 1,000 (for the avoidance of doubt, all such issued and outstanding shares of Sale Company immediately prior to the Closing Date shall be deemed the Sale Shares under this Agreement); 4.1.2 Subject to Section 4.5, Seller having delivered to the Purchasers (i) the audited accounts of the Sale Company for the financial years ended 31 December 2016 and 31 December 2017 and for the six months ended 30 June 2018, each of which shall be covered by an unqualified opinion of one of the Big 4 Accountants that the financial statements of Sale Company give a true and fair view of the financial position, financial performance and cash flows of Sale Company as contemplated at and for the periods ending on the aforementioned dates (the “Audited Accounts”); and (ii) management accounts for the period from 1 July 2018 to the Closing Date (the “Management Accounts” and together with the Audited Accounts, the “Accounts”); 4.1.3 Seller and Sale Company having performed and complied with all obligations under this Agreement that are required to be performed or complied with by it on or before the Closing in all material respects; and 4.1.4 the Seller’s Warranties remaining true and correct as of the Closing Date as though made on such date in all material respects. 4.2 The obligation of Seller to consummate the Closing is subject to the fulfilment of the following conditions (the “Seller Conditions”, and together with Purchaser Conditions, the “Conditions”), any of which may be waived by Seller: 4.2.1 the Purchasers having performed and complied with all obligations under this Agreement that are required to be performed or complied with by each of them on or before the Closing Date in all material respects; and 4.2.2 the Purchasers’ Warranties remaining true and correct as of the Closing Date as though made on such date in all material respects. 4.3 Purchaser 1 may, at any time, waive in whole or in part any of the Purchaser Conditions by written notice to the Seller and Seller may, at any time, waive in whole or in part any of its Seller Conditions by written notice to Purchaser 1. 4.4 Subject to Section 4.5, if, in respect of the Closing, Seller, on one hand, or the Purchasers, on the other hand, fail(s) to comply on the Closing Date with any obligation in Section 3.2 and/or Schedule G, the non-defaulting Party shall be entitled (in addition to and without prejudice to all other rights and remedies available, including the right to claim damages) by written notice to such defaulting Party to effect Closing so far as reasonably practicable having regard to the defaults which have occurred, or to fix a new date for Closing which is no later than reasonably necessary for such defaulting Party to remedy such default and in any event no later than thirty (30) calendar days following the original Closing Date, in which case the provision of Section 3.2 and/or Schedule G shall apply to the Closing as so deferred provided that such deferral may only occur once. 4.5 Notwithstanding anything to the contrary in this Agreement, are in if, on the Closing Date, Seller is unable to or fails to deliver the Accounts, Seller shall be entitled to, by written notice to Purchasers, to fix a new date for Closing, at its discretion, which is no later than reasonably necessary for Seller to deliver all respects conditional upon the following matters: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Party; Accounts and in any event no later than thirty (b30) There not being any objection put forward by any relevant authority in connection with calendar days following the finality and purpose of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated herebyoriginal Closing Date, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event provided that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT deferral may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingonly occur once.

Conditions. 4.1 The obligations (a) Notwithstanding anything in this Agreement to the contrary, Buyer's obligation to purchase the Properties shall be subject to and contingent upon the satisfaction or waiver of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following mattersconditions precedent for each Property: (ai) Each Party being given full access The willingness, upon the sole condition of the payment of any regularly scheduled premium by the party required to all do so pursuant to Section 6.4, of the relevant records relating Title Company to issue an American Land Title Association ----------- extended coverage Owner's Policy of Title Insurance, (1992 Form) (each, a "Title Policy") insuring Buyer (or Buyer's permitted assignee or nominee) that title to each Real Property is vested of record in Buyer (or Buyer's permitted assignee or nominee) on the Closing Date subject only to the other Parties. The Parties agree that they, printed conditions and their representatives shall not disclose any information so furnished without of such policy and the consent of the furnishing PartyPermitted Exceptions; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose of this Agreement and the transactions contemplated herein; (cii) The completion absence of the agreements contemplated hereby, including the amendment any material breaches of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth hereinin Sections 4.1, reveal 4.2 and 7.2; ----------------- --- (iii) With respect to the Assumed Loans, the applicable lenders shall have delivered documents evidencing each such the Lender's consent to the assignment to, and assumption by, Buyer of the each of the Assumed Loans, which such documents shall be reasonably acceptable to Buyer and shall satisfy in all material respects Buyer's requirements as set forth on Exhibit E attached --------- hereto (collectively such loan assumption documents are referred to herein as the "Lender Consents and Loan Assumption Documents") prior to the Closing Date. All Lender Consents and Loan Assumption Documents shall be in a form reasonably acceptable to Buyer which shall, (A) state the outstanding principal balance of the promissory note applicable to the Property, the date through which interest has been paid thereunder, the amount held by it in any material liabilities escrow account, and that aside from said principal balance and any accrued interest thereon, there are no other outstanding or accrued amounts secured by the deed of Goloiltrust or mortgage recorded in connection with such Loan; and (B) consent to the transfer of the Property to any subsidiary of Buyer or Kimco Income Operating Partnership, Goltech or TetonL.P., without any change in interest rate, payment schedule, or matters that materially adversely affect any other material modification of the rights Loan Documents not approved by Buyer in its sole discretion but applying reasonable good faith business judgment. (iv) With respect to the Ground Lease, the applicable Seller shall have delivered a document evidencing the landlord's consent to the assignment and assumption of MOT hereunderthe Ground Lease. (v) Sellers' delivery to Buyer of tenant estoppels ("Tenant Estoppels"), dated not more than thirty (30) days prior to the anticipated Closing Date, with respect to each of the Major Leases, unless otherwise noted on Schedule 1.5, and 60% of all other Leases. Each Tenant Estoppel shall be substantially in the form attached to, or required by, the applicable tenant's Lease (provided same does not reveal or claim a default in any representation or warranty of Seller in this Agreement), or if no such form is identified in a Lease, substantially in the form of Exhibit F; provided --------- however with respect to tenants under any agreement of the Major Leases, if such tenant provides an estoppel in the tenant's customary and usual or standard form, such an estoppel will be acceptable to Buyer so long as it confirms the actual lease agreement, including no undisclosed amendments thereto, the absence of defaults by landlord thereunder or outstanding tenant improvement work obligations, and the base rental amounts. Seller may satisfy the foregoing delivery requirements by delivering a Seller's estoppel ("Seller's Estoppel") executed by the applicable Seller containing the same information with respect to: (C) the specific leases identified on Schedule 1.5, and delivered (D) up to 40% of the Leases that ------------ are not Major Leases at each Property; (vi) Sellers' delivery to Buyer of an estoppel in connection herewithform and substance reasonably satisfactory to Buyer, dated not more than thirty (30) days prior to the anticipated Closing, with respect to the Ground Lease and each party to an REA; provided, however, that the failure to deliver such estoppels -------- ------- prior to the Closing Date shall not be a failure of a closing condition if: (i) Sellers' cause the Title Company to issue the Title Policies including, without exception, for the Covina Property, and covenants to use good faith efforts to obtain the estoppels post-closing as promptly as reasonably possible; and (ii) with respect to any missing estoppel for an REA party or the Ground Lease, Seller provides an estoppel from Seller in form and substance reasonably satisfactory to Buyer. (vii) No Intervening Environmental Occurrence shall have occurred; (viii) No Key Tenant, except for ▇▇▇▇▇▇▇▇'▇, shall have filed a petition for bankruptcy after the Due Diligence Completion Date (such event being referred to herein as a "Tenant Bankruptcy"); (ix) The tenant(s) under the In-Negotiation Lease(s) shall be in occupancy and shall be paying full rent (without credits or allowance) on or before the Closing Date; provided however that if any such Tenant is not in occupancy and paying rent as of the Closing Date, then MOT may terminate Seller and Buyer shall authorize Escrow Agent to holdback in Escrow, (from the funds to otherwise be delivered to Seller upon Closing,) an amount equal to the applicable tenant's base rent (without deduction for brokerage commissions or allowances), common area charges and/or real estate taxes, accruing from and after the Closing Date to thirty days after the then estimated date for such tenant's rent commencement as reasonably estimated by both parties. With respect to any such holdback amounts, Escrow Agent shall be instructed to release to Buyer an amount equal to one month's base rent plus common area charges on each monthly anniversary of the Closing Date until such time as the tenant commences occupancy and payment of rent, at which point Buyer shall receive a pro rata amount based on the number of days of a partial month of rent prior to tenant's commencement date and the then remaining holdback amounts shall be immediately released to Seller; and (x) Sellers' performance or tender of performance of all material closing obligations under this Agreement, assuming no termination hereof. (b) Notwithstanding anything in this Agreement to the contrary, Sellers' obligation to sell the Properties shall be subject to and thereupon contingent upon the provisions satisfaction or waiver of Clause 2.10 the following conditions precedent: (i) The satisfaction or Buyer's written waiver of the conditions set forth in subparagraph (a)(i) above; (ii) As of the Closing Date, each of Buyer's representations in Section 4.3 shall apply be true and correct in all respects; ----------- (iii) The submission of fully executed Lender Consent and Assumption Documents as provided in Section 6.1; provided, however, (i) Seller ----------- may not refuse to close on any Property if MOT had breached the applicable Lender has consented to the assumption and Buyer is willing to waive any further unfulfilled requirements in the Lenders Consent and Assumption Documents (provided that such waiver does not result in an economic cost to Seller not contemplated by this Agreement. Thereupon) and (ii) with respect to one or more of the Properties subject to an Assumed Loan, each Party if this condition is not fully satisfied to Seller's satisfaction and Buyer is prepared to waive the condition set forth in Section 3.1(a)(iii) and close on all but the affected Property or Properties, Sellers shall take be obligated to sell all but the affected Property or Properties and this Agreement shall be terminated only with respect to such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingaffected Property or Properties; and (iv) Buyer's performance or tender of performance of all material closing obligations under this Agreement.

Conditions. 4.1 The obligations consummation of the Parties, respectively, as sale and purchase contemplated by this Agreement, are Agreement will be subject to the following conditions: a. The representations and warranties by Seller set forth in Section 7 shall be true and correct in all material respects conditional upon as of the following matters:date when made and as of the Closing. (a) Each Party being given full access to all b. There shall have been no material adverse change in the relevant records relating to condition of the other Parties. The Parties agree that theyProperties except depletion through normal production within authorized allowables and rates of production, depreciation of equipment through ordinary wear and tear, and their representatives shall not disclose any information so furnished without other transactions permitted under this Agreement or approved in writing by Buyer between the consent of the furnishing Party; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose date of this Agreement and Closing. c. All requirements made by Buyer with regard to title to the transactions contemplated herein;Properties shall have been fully satisfied or waived by Buyer. All consents, approvals and authorizations of assignments, and waivers of preferential rights to purchase required by Buyer shall have been submitted to and approved by Buyer. d. Seller and Buyer understand and agree that if: (c1) The completion title to the Properties is not satisfactory to Buyer; (2) Seller's actual interests in the Properties is different than as represented by Seller and the difference causes a diminution in Seller's net revenue interest which Seller represents to own; (3) contracts, claims or litigation to which Buyer takes exception are material; or, (4) Seller fails to comply with any of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated conditions set forth in this Agreement; Buyer may, at its option, either terminate this Agreement at any time on or threatened before Closing, or reduce the Purchase Price by an amount agreeable to take both parties. However, any action as a reduction in Seller's net revenue interests below that which is represented in Exhibit "A" shall result in an automatic reduction in the Purchase Price commensurate with the reduction in such net revenue interest. e. The parties shall have performed or complied with all agreements and covenants required by this Agreement of which performance or compliance is required prior to or at Closing. f. All legal matters in anticipation of connection with and the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation consummation of the transactions contemplated by this AgreementAgreement shall be approved by counsel for Buyer and there shall have been furnished by Seller such records and information as Buyer's counsel may reasonably request for that purpose. 4.2 MOT and its representatives g. Notwithstanding anything to the contrary in this Agreement, at Buyer's option, Buyer shall have the unilateral right to conduct a full due diligence review terminate this Agreement if Buyer determines it does not have the rights to obtain and maintain the rights to be Operator of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets Properties pursuant to existing Operating Agreements at Closing. Operations shall be transferred from Seller to Buyer at Closing via the execution of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this mutually agreeable Joint Operating Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.

Conditions. 4.1 Section 5.1 The obligations Defendants' agreement to settle the Actions on the terms stated herein is contingent upon, and subject to the fulfillment of, each of the Partiesfollowing conditions, respectively, as contemplated any or all of which may be waived in writing by this Agreement, are in all respects conditional upon the following mattersDefendants: (a) Each Party being given full access to all The Scheduling Order and the relevant records relating to Final Order shall have been approved and entered by the other Parties. The Parties agree that theyCourt in substantially the forms annexed hereto as Exhibit A and Exhibit C, and their representatives shall not disclose any information so furnished without the consent of the furnishing Partyrespectively; (b) There The number of Opt-Out Shares shall not being at any objection put forward by any relevant authority in connection with time exceed 10% of the finality and purpose shares of this Agreement and MPI Preferred Stock outstanding on the transactions contemplated hereinRecord Date; (c) The completion of Settlement Class shall not be modified by the agreements contemplated hereby, including Court in any manner adverse to the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveDefendants; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance MPI shall have complied with all applicable requirements of Rule 13(e) of the transactions contemplated in this Agreement; Exchange Act or threatened received a "no-action letter" from the SEC or separate opinions of counsel from counsel for the Plaintiff and counsel for the Defendants reasonably satisfactory to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of MPI that the transactions contemplated by this Agreement.the Settlement need not comply with and/or are exempt from, the requirements set forth in Rule 13(e) of the Exchange Act; 4.2 MOT (e) All necessary state securities or "blue sky" filings, permits or approvals required to consummate the Settlement and its representatives the other transactions contemplated hereby shall have been made or obtained, the right cost of making such filings and obtaining such permits and approvals shall not be greater than $50,000, and no stop order or proceedings seeking a stop order with respect to conduct a full due diligence review any such filings, permits or approvals shall be in effect; (f) The Defendants shall have made all filings and registrations and shall have received (in form and substance reasonably satisfactory to the Defendants) all consents, authorizations, declarations and approvals necessary to consummate the Settlement and the other transactions contemplated hereby; (g) No court, agency or other authority shall have issued any order, decree or judgment to set aside, restrain, enjoin or prevent, and no statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any United States court or governmental entity of competent jurisdiction which prohibits, restrains, enjoins, sets aside or prevents, the consummation of the activitiesSettlement or the transactions contemplated hereby and no action, accountssuit, contractsinvestigation or proceeding shall be pending, capitalor threatened in writing, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets seeking such relief or damages from any or all of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting Defendants related to the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In Transactions or the event that such due diligence reveals events, circumstances, facts Settled Claims which the Defendants reasonably believe would not or other matters which breach might not be barred by the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered releases given in connection herewithwith this Settlement or by the res judicata effect of entry of the Final Order dismissing the Actions with prejudice; and (h) The Settlement Effective Date shall not be after June 30, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing1999.

Conditions. 4.1 3.1 The obligations sale and purchase of the Parties, respectively, as contemplated by Registered Shares and the Bearer Shares pursuant to this Agreement, Agreement are in all respects conditional upon those matters listed in Schedule 2 (Conditions to Completion), provided that, except for the condition set out in paragraph 1 of Schedule 2, the Purchaser may in its discretion waive such conditions. 3.2 The Purchaser shall as soon as reasonably practicable following matters: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Party; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose execution of this Agreement and receipt of the transactions contemplated herein;relevant information from the Sellers apply for the regulatory clearances set out in paragraph 1 of Schedule 2 (Conditions to Completion) and shall pursue obtaining such clearances with all reasonable speed. The Purchaser shall take all reasonable steps to procure obtaining such clearances as soon as possible and shall accept all and any terms and conditions imposed by any regulatory authority attaching to any such clearances. 3.3 Each of the Sellers and the Purchaser undertakes to co-operate with each other in exchanging such information and supplying such reasonable assistance as required in connection with any filings provided for in paragraph 1 of Schedule 2 (Conditions to Completion) and further undertake to disclose in writing to the other anything which will or may prevent the conditions set out in paragraph 1 of Schedule 2 (Conditions to Completion) from being satisfied on or prior to 30 June 2005 immediately it comes to the notice of either of them. 3.4 The Purchaser undertakes to keep the Sellers informed as to progress towards satisfaction of the condition set out in paragraph 1 of Schedule 2 (Conditions to Completion) and undertakes to: (cA) The completion notify the Sellers and provide copies of any material communications to the agreements contemplated hereby, including extent that they relate to the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No Group from any governmental agency or regulatory body or any other person in relation to obtaining any consent, approval or organization having instituted any actionaction where such communications have not been independently or simultaneously supplied to the Sellers; (B) where reasonably requested by the Sellers, suit provide the Sellers (or investigation which restrains, prohibits advisers nominated by the Sellers) with draft copies of all submissions and communications to governmental or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts regulatory bodies or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect persons to the foregoingextent they relate to the Group in relation to obtaining any consent, approval or action at such time as will allow the Sellers a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent and provide the Sellers (or such nominated advisers) with copies of all such submissions and communications in the form submitted or sent; and (C) where reasonably requested by the Sellers and where permitted by the governmental or regulatory body or other person concerned, allow persons nominated by the Sellers to attend all meetings with governmental or regulatory bodies or other persons and, where appropriate, to make oral submissions at such meetings.

Conditions. 4.1 The obligations 2.1 Completion of the Partiessale and purchase of the Cliffstone Shares, respectivelyCliffstone Note, as contemplated by this Agreement, are in all respects Business and Assets shall be conditional upon the following mattersconditions being satisfied in accordance with this Agreement: 2.1.1 in respect of competition and/or anti-trust or any analogous law or regulation: (a) Each Party being given full access to all a statement having been issued by the relevant records relating UK Office of Fair Trading or the appropriate Minister in terms satisfactory to the other Parties. The Parties agree Purchaser that they, and their representatives shall is not disclose any information so furnished without the consent intention of the furnishing PartySecretary of State for Trade and Industry to refer the transaction to the Competition Commission or such transaction having been so referred, the Secretary of State for Trade and Industry indicating that the Competition Commission has concluded that such transaction is not expected to operate against the public interest or, if it has not so concluded, that the Secretary of State for Trade and Industry does not propose to prohibit or restrain such transaction and that any undertakings he may require from the Purchaser in lieu of such action are in terms satisfactory to the Purchaser; and (b) receipt of any necessary approval of the Tel Aviv Stock Exchange, the Investment Centre of the Israel Ministry of Industry and Trade and the Office of the Chief Scientist of the Israel Ministry of Industry and Trade to the Issuance of the Nice Shares to Thales; and (c) all other filings, notifications or applications having been made and all consents that are necessary under any relevant national merger control rules, anti-trust or similar legislation having been obtained in terms satisfactory to the Purchaser and any waiting or other time or limitation periods under such rules having expired, lapsed or otherwise terminated in respect of the proposed acquisition by the Purchaser; 2.1.2 Thales procuring that Origin Data Realisation Limited consents to the following in relation to the Wordnet 3 Licence: (a) an assignment from TCSL to Thales Electronics; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose grant of this Agreement and the transactions contemplated hereina sub-licence from Thales Electronics to TCSL; (c) The completion an assignment or novation of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents sub-licence referred to reflect the matters stipulated hereinabove;in (b) above from TCSL to UK Purchaser; and (d) No governmental agency an assignment from Thales Electronics to Nice, or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges such alternative series of transactions with similar effect as Nice may agree with Thales. 2.2 Thales and the completion and performance Purchasers shall each use all reasonable endeavours to procure the due fulfilment of the transactions contemplated Conditions as expeditiously as possible so far as lies within their respective powers to do so and the Purchasers may following written notice to Thales in their sole and absolute discretion waive the condition contained in Clause 2.1.2. 2.3 If the Conditions are not fulfilled by 31 December 2002, this Agreement; or threatened to take any action as a result of or Agreement (save for Clause 26 (Confidentiality), Clause 29 (Announcements) and Clause 31 (Costs) which shall remain in anticipation force) shall automatically terminate and none of the transactions contemplated in parties shall have any claim of any nature whatsoever against the other parties under this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation Agreement save that the rights and liabilities of the transactions contemplated by this Agreementparties which have accrued prior to termination shall subsist. 4.2 MOT 2.4 Thales and its representatives shall have the right Purchasers undertake to conduct a full due diligence review keep one another informed as to progress towards satisfaction of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, Conditions and other facets in particular to disclose in writing to one another anything which will or may prevent any of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting Conditions from being satisfied by the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect Completion Date immediately it comes to the foregoingnotice of either of them. 2.5 The Purchasers shall consult and collaborate with Thales with respect to any filings, notifications or applications and discussions with any relevant, national Governmental Authority or supranational Authority.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following matters: (a) Each Party being given full access The obligation of Purchaser to all close the relevant records relating purchase and sale of the Owner Participant Interest is subject to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent satisfaction of the furnishing Party;following conditions (the “Purchaser Conditions”): (i) The timely performance by Seller of each and every obligation imposed upon Seller under this Agreement. (ii) The truth and accuracy as of the date hereof and as of the date of Closing, of each and every warranty and representation made by Seller. (iii) Seller has delivered all necessary notices to the Trust, the Corporate Owner Trustee, the Indenture Trustee, the Lenders and the Lessee in accordance with Section 8.01(a)(iv) of the Participation Agreement. (iv) The Indenture Trustee has provided all necessary approvals for the conveyance of the Owner Participant Interest from Seller to Purchaser. Purchaser and Seller both agree to use reasonable, good faith and diligent efforts to obtain all necessary approvals of such sale. (v) The execution and delivery by Seller of the Assignment and Assumption Agreement in a form satisfactory to the Trust, the Corporate Owner Trustee, the Indenture Trustee and the Required Lenders in accordance with Section 8.01(a)(vi) of the Participation Agreement. (b) There not being any objection put forward The obligations of Seller to close the sale of the Owner Participant Interest is subject to satisfaction of the following conditions (the “Seller Conditions”): (i) The timely performance by any relevant authority Purchaser of each and every obligation imposed upon Purchaser under this Agreement. (ii) The truth and accuracy as of the date hereof and as of the date of Closing, of each and every warranty and representation made by Purchaser. (iii) The payment by Purchaser of the Cash Purchase Price. (iv) The execution and delivery by Purchaser of the Assignment and Assumption Agreement in connection with a form satisfactory to the finality and purpose of this Agreement Trust, the Corporate Owner Trustee, the Indenture Trustee and the transactions contemplated herein;Required Lenders in accordance with Section 8.01(a)(vi) of the Participation Agreement. (v) Counsel for Purchaser shall have delivered an opinion meeting the requirements of Section 8.01(a)(ix) of the Participation Agreement to the Indenture Trustee, the Lenders, the Trust and the Corporate Owner Trustee. (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that all or any part of the Property shall suffer an Event of Loss, then this Agreement shall automatically terminate and be of no further force or effect as of the date of such due diligence reveals events, circumstances, facts or other matters which breach the representations Event of Loss and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under the Purchaser and Seller shall be governed as to their respective interests by the Transaction Documents. The obligations of Purchaser and Seller to close the purchase and sale of the Owner Participant Interest is subject in any agreement executed case to the satisfaction by Seller and delivered Purchaser of the conditions within the control of each to satisfy for the transfer of the Owner Participant Interest set forth in connection herewith, then MOT may terminate this Agreement, and thereupon Section 8.01 of the provisions of Clause 2.10 shall apply as if MOT had breached this Participation Agreement. Thereupon, each Party shall take such actions, deliver such instruments and Purchaser hereby waives the requirements that may otherwise undertake such operations as necessary be applicable to give effect to Seller under Section 8.02 of the foregoingParticipation Agreement.

Conditions. 4.1 The obligations Completion of the Parties, respectively, as contemplated by subscription of the Subscription Shares under this Agreement, are in all respects Agreement is conditional upon the following mattersupon: (a) Each Party being given full access the approval of the Shareholders in a general meeting of the Company having been obtained for (i) the amendment of the Articles to all incorporate the relevant records relating amendments in Annex A to this Agreement and (ii) the allotment and issue of the Subscription Shares to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing PartySubscriber; (b) There not being any objection put forward by any relevant authority in connection with the finality approval of the Board of Directors of the Company having been obtained for the allotment and purpose issue of this Agreement and the transactions contemplated hereinSubscription Shares to the Subscriber; (c) The completion the approval of the agreements contemplated hereby, including Board of Directors of the amendment Company having been obtained to enter the name of Goltech's regulations, and other organizational documents the Subscriber as holder of the Subscription Shares in the register of members of the Company pursuant to reflect the matters stipulated hereinaboveclause 3.1(b)(i); (d) No governmental agency or regulatory body or the Company shall have obtained (i) any other person or organization having instituted any actionand all approvals, suit or investigation which restrains, prohibits or otherwise challenges the completion consents and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation waivers necessary for consummation of the transactions contemplated by this Agreement, including, without limitation, all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, (ii) waivers by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, right of first offer, pre-emptive rights and all similar rights that may exist in connection with the issuance of the Class B Shares; Table of Contents (e) as at the Completion Date, approval of any licensors with which the Company has entered into a licence agreement with for the consummation of the transaction contemplated hereunder, if such approval is required as provided in the licence agreement; (f) the issue and subscription of the Subscription Shares not being prohibited by any statute, order, rule or regulation by any legislative, executive or regulatory body or authority of Singapore which is applicable to the Company; (g) there having been, as at the Completion Date, no occurrence of any event nor the existence of any fact rendering untrue or incorrect in any respect any of the warranties contained in clauses 5 and/or 6 of this Agreement if they were repeated on and as of the Completion Date; (h) the due execution and delivery of the Shareholders’ Agreement by all parties thereto; (i) completion by the Subscriber of its legal, financial, technical and business due diligence investigation of the Company to its satisfaction; (j) there shall have been no Material Adverse Change as at the Completion Date since the date of this Agreement; and (k) the due execution and delivery of undertakings by the Founders (as defined in the Shareholders Agreement) and members of the Management (as defined in the Shareholders Agreement) in favour of the Subscriber, on such terms as set out in clause 19 of the Shareholders Agreement. 4.2 MOT The Subscriber may, and its representatives upon such terms as it thinks fit, waive compliance with any of the conditions set forth in clause 4.1 and any condition so waived shall be deemed to have been satisfied. 4.3 If any of the conditions set forth in clause 4.1 is not satisfied by Completion Date, the obligations of the Subscriber to subscribe for the Subscription Shares and the obligation of the Company to issue the Subscription Shares shall ipso facto cease and determine thereafter, neither the Subscriber nor the Company shall have any claim against the right to conduct a full due diligence review other for costs, expenses, damages, losses, compensation or otherwise in respect of the activitiesSubscription, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered save as expressly provided in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.

Conditions. 4.1 The obligations effectiveness of this Amendment is subject to the satisfaction of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following mattersconditions precedent: (a) Each Party being given full access to all the relevant records relating to execution and delivery of this Amendment by Borrower, each other Loan Party, Agent and the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing PartyRequired Lenders; (b) There not the representations and warranties in Section 4 hereof being true, complete and correct in all material respects (without duplication of any objection put forward by materiality qualifier contained therein) as of the date hereof, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties are true, complete and correct in all material respects (without duplication of any relevant authority in connection with the finality and purpose materiality qualifier contained therein) as of this Agreement and the transactions contemplated hereinsuch earlier date); (c) The completion no Default or Event of Default has occurred or is continuing (or would result after giving effect to the agreements transactions contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveby this Amendment); (d) No governmental agency the receipt in cash by the Secured Parties of the payment of all fees, costs and expenses incurred thereby on or regulatory body prior to the date of this Amendment that are required to be reimbursed pursuant to Section 6.3 of the Facility Agreement or any Section 6 of this Amendment and all other person or organization having instituted any actionfees, suit or investigation which restrains, prohibits or otherwise challenges the completion costs and performance of expenses incurred in connection with this Amendment (and the transactions contemplated hereby) by the Secured Parties (including, in this Agreement; or threatened to take any action as a result of or in anticipation each case, all attorneys’ fees of the transactions contemplated Secured Parties and any estimates of post-closing fees, costs and expenses (including all attorneys’ fees) expected to be incurred by the Secured Parties in connection with this agreementAmendment); (e) the receipt by the Agent and the Lenders of a fully executed copy of a corresponding amendment to the ABL Credit Facility in form and substance reasonably satisfactory to the Agent and the Lenders (the “ABL Amendment”); or proposed or enacted any statute or regulation which would prohibitand (f) the receipt by the Agent and the Lenders of all other documents, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activitiesagreements, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, instruments and other facets of information requested by the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts Agent or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingLender.

Conditions. 4.1 The obligations (a) Notwithstanding anything in this Agreement to the contrary, Buyer’s obligation to purchase the Property shall be subject to and contingent upon the satisfaction or waiver of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following mattersconditions precedent: (ai) Each Party being given full access Buyer’s inspection and approval, within the Inspection Period, of all physical, environmental (including, but not limited to all the relevant records Core Test), economic and legal matters relating to the other Parties. Property, pursuant to Section 2.3 above; (ii) The Parties agree that theywillingness of Title Company to issue, and their representatives shall not disclose any information so furnished without upon the consent sole condition of the furnishing Partypayment of its regularly scheduled premium, its American Land Title Association extended coverage Owner’s Policy of Title Insurance 1992 Form (the “Title Policy”), with such endorsements as may have been requested by Buyer and agreed to by Title Company during the Inspection Period, insuring Buyer in the amount of the Purchase Price that title to the Real Property is vested of record in Buyer on the Closing Date subject only to the printed conditions and exceptions of such policy and the Permitted Exceptions; (iii) Prior to the expiration of the Inspection Period, Buyer obtaining a commitment for an SBA loan for a sum equal to at least 90% of the Purchase Price; provided, however, from and after the expiry of the Inspection Period, the condition set forth in this clause (iii) will be null and void; (iv) Seller’s performance or tender of performance of all material obligations under this Agreement and the material truth and accuracy of Seller’s express representations and warranties. (b) There not being any objection put forward by any relevant authority Notwithstanding anything in connection with this Agreement to the finality contrary, Seller’s obligation to sell the Property shall be subject to and purpose contingent upon the satisfaction or waiver of the following conditions precedent: (i) Buyer’s performance or tender of performance of all material obligations under this Agreement and the transactions contemplated hereinmaterial truth and accuracy of Buyer’s express representations and warranties; (cii) The completion board of directors of Buyer will have approved the sale of the agreements contemplated hereby, including Property pursuant to the amendment terms of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation provided, however that this condition (ii) will become null and void after the expiration of the transactions contemplated in this agreementInspection Period; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation and (iii) The satisfaction of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties conditions set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingsubparagraphs (a)(i) through (iii) above.

Conditions. 4.1 (A) The obligations sale and purchase of the Parties, respectively, as contemplated Transferred Assets and the Shares pursuant to this Agreement by this Agreement, are the Seller and the Purchaser is in all respects conditional upon the following matterssatisfaction of the General Conditions and the Regulatory Conditions (and, in relation to the General Conditions contained in paragraphs 2 and 3 of Part A of Schedule 1 (Conditions to Completion), remaining satisfied at Completion); and (B) The purchase of the Transferred Assets and the Shares pursuant to this Agreement by the Purchaser is in all respects conditional upon the satisfaction or waiver (in accordance with clause 12.7) of the Purchaser Conditions (and unless waived, in relation to the Purchaser Conditions contained in paragraph 6 of Part C of Schedule 1 (Conditions to Completion), remaining satisfied at Completion). 12.2 PLC and the Seller will use all reasonable endeavors to satisfy the Shareholder Condition and the Purchaser Conditions as soon as reasonably practicable and in any event before the Long Stop Date and will notify the Purchaser in writing promptly upon the satisfaction of such Conditions. (A) PLC undertakes and agrees with the Purchaser that it will post the circular in connection with the satisfaction of the Shareholder Condition to the shareholders of PLC as soon as reasonably practicable after the date of this Agreement and in any event so as to convene the general meeting referred to in the Shareholder Condition on or before 24 August 2012. (B) PLC will procure that the circular will be in a form approved by the Purchaser (such approval not to be unreasonably withheld or delayed) and will contain: (ai) Each Party being given a notice duly convening the general meeting of PLC referred to in the Shareholder Condition, such notice to set out the Shareholder Resolution; and (ii) a unanimous recommendation from the directors of PLC to the shareholders to vote in favor of the Shareholder Resolution. (C) The obligations of PLC, and the recommendation from the directors of PLC, as referred to in sub-clause 12.3(B), are (for the avoidance of doubt) subject to the fiduciary duties from time to time of the directors of PLC. In particular, the obligations of those directors to recommend that the shareholders of PLC vote in favor of the Shareholder Resolution are subject to any duty of such directors to make full access and honest disclosure to such shareholders of, among other things, any changes of circumstance before they vote on the Shareholder Resolution and to express their opinion as to what they consider is in the interests of PLC at any particular time in the light of what they are then aware. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 12.4 The Purchaser shall use all reasonable endeavors to satisfy the relevant records KFTC Condition as soon as reasonably practicable and in any event before the Long Stop Date and shall notify the Seller in writing promptly upon the satisfaction of the KFTC Condition. 12.5 As soon as reasonably practicable after the date of this Agreement, the Purchaser shall prepare and file all reports and submissions (including a business combination report) required under the Monopoly Regulations and Fair Trade Act of Korea (the “Korean Anti-Trust Law”) in order to satisfy the KFTC Condition. The Seller shall provide reasonable cooperation to the Purchaser in the preparation of such reports and submissions. 12.6 The Purchaser shall provide the Seller with advance notice of all meetings and communications with the KFTC or any other governmental or regulatory authority relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent satisfaction of the furnishing Party; KFTC Condition and shall offer the Seller (bor its legal advisers) There not being the opportunity to participate in all such meetings and communications. If the Purchaser receives any objection put forward by material information or communication from the KFTC or any relevant other governmental or regulatory authority relating to the satisfaction of the KFTC Condition, the Purchaser shall promptly notify the Seller in writing of the same. Prior to submission of any material information or documents to the KFTC or any other governmental or regulatory authority in connection with the finality satisfaction of the KFTC Condition, the Purchaser shall provide the Seller with a reasonable opportunity to review and purpose comment on such information or documents and shall take due account of any reasonable comments of the Seller before submitting such information or documents. For the avoidance of doubt, the Purchaser shall not be obligated to provide English translations of any such notices, communications, information or documents referred to in this Agreement sub-clause 12.6 which are originally in the Korean language. 12.7 The Seller and the Purchaser shall use all reasonable endeavors to satisfy the FETA Condition as soon as reasonably practicable and in any event before the Long Stop Date. 12.8 If the Purchaser requests to delay Completion until the Postponed Completion Date in circumstances where the Seller is ready, willing and able to proceed to Completion on the Initial Completion Date, and the Purchaser Conditions had been capable of satisfaction on the Initial Completion Date, the Purchaser Conditions shall be deemed to have been satisfied on the Postponed Completion Date (regardless of whether or not the Purchaser Conditions remain capable of satisfaction on the Postponed Completion Date). 12.9 None of the General Conditions or the Regulatory Conditions may be waived by any party, but the whole or any part of the Purchaser Conditions may be waived by the Purchaser in its absolute discretion by giving notice in writing to the Seller. 12.10 Each party undertakes to disclose in writing to the other parties anything which will or may prevent any Condition from being satisfied by the Long Stop Date promptly upon it coming to its attention. 12.11 The Seller acknowledges and agrees that (i) the sale to the Purchaser of the Transferred Assets, the licenses granted to the Purchaser Licensees and the other transactions contemplated herein; hereby may be subject to U.K., U.S. and other export and security Laws and (cii) The completion the Seller (acting for itself and as agent for the other members of the agreements contemplated herebySelling Group) shall, including the amendment of Goltech's regulationsat its own expense, be responsible for obtaining all applicable export and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion security-related clearances and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered licenses in connection herewith, then MOT may terminate this Agreement, with such transactions. The Purchaser will cooperate with and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect provide reasonable assistance to the foregoingSeller in connection with the Seller fulfilling such obligations.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects ‌ 3.1 Closing is conditional upon on the following matters:Conditions being satisfied or waived by the Subscriber (as applicable) in accordance with this Agreement:‌ (a3.1.1 the Independent Shareholders having passed the necessary resolution(s) Each Party being given full access at the SGM to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Party; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose of approve this Agreement and the transactions contemplated hereinhereunder;‌ 3.1.2 the Listing Committee having granted the approval for the listing of, and permission to deal in, the Subscription Shares and such approval not having been withdrawn or revoked;‌ 3.1.3 the current listing of the Shares on the Hong Kong Stock Exchange not having been cancelled or withdrawn;‌ 3.1.4 each of the Company Warranties remaining true and accurate in all respects and not misleading in any respect as at Closing;‌ 3.1.5 the Company not having breached the Company Pre-Completion Undertakings in any respect, and not having materially breached or failed to perform in any material respect its other obligations or undertakings under this Agreement prior to Closing; 3.1.6 all consents, approvals, permits, authorisations or clearances (cas the case may be) The that the Company reasonably considers necessary pursuant to applicable laws, regulations or rules (including but not limited to the Listing Rules) for its execution, implementation and completion of the agreements contemplated hereby, including the amendment of Goltech's regulationsthis Agreement having been obtained, and other organizational documents all such consents, approvals, permits, authorisations and clearances not having been revoked or withdrawn at any time before Closing;‌ 3.1.7 all consents, approvals, permits, authorisations or clearances (as the case may be) that the Subscriber reasonably considers necessary pursuant to reflect applicable laws, regulations or rules (including but not limited to the matters stipulated hereinabove;Listing Rules) for its execution, implementation and completion of this Agreement having been obtained, and all such consents, approvals, permits, authorisations and clearances not having been revoked or withdrawn at any time before Closing; and 3.1.8 from the date of this Agreement up to and at the Closing Date, there not having occurred any change (d) No governmental agency nor any development or regulatory body event involving a prospective change), in the business, assets and liabilities, condition (financial or any other person otherwise), business operations, results of operations or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance general affairs of the transactions contemplated in this Agreement; Company or threatened to take any action the Group taken as a result whole (whether or not arising in the ordinary course of or business), which, in anticipation the reasonable opinion of the transactions contemplated Subscriber, has or would have a Material Adverse Effect.‌ 3.2 The Company shall use its reasonable endeavours to achieve satisfaction of each Condition set out in Clauses 3.1.1 to 3.1.3 as soon as possible after the date of this agreement; or proposed or enacted Agreement and in any statute or regulation which would prohibit, materially restrict or materially delay implementation of event by not later than 11:59 pm on the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilitiesLongstop Date, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties each Condition set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered out in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.Clauses

Conditions. 4.1 The obligations effectiveness of this Amendment is subject to the satisfaction of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon following conditions precedent on or prior to the following matters:date hereof (the “Fourth Amendment Effective Date”): (a) Each Party being given full access to all the relevant records relating to execution and delivery of this Amendment by the other Parties. The Parties agree that theyBorrowers, the Agent and their representatives shall not disclose any information so furnished without the consent of the furnishing PartyRequired Lenders; (b) There not being any objection put forward by any relevant authority the representations and warranties in connection with the finality and purpose Section 5 of this Agreement Amendment being true, complete and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the transactions contemplated hereinFourth Amendment Effective Date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties are true, complete and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (c) The completion no Default or Event of Default has occurred or is continuing (or would result after giving effect to the agreements transactions contemplated hereby, including by this Amendment and the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveTerm Amendment (as defined below); (d) No governmental agency the receipt in cash by the Lender Group of the payment of all fees, costs and expenses incurred thereby on or regulatory body prior to the date of this Amendment that are required to be reimbursed pursuant to Section 2.05(d) and Section 2.09 of the Credit Agreement or any Section 6 of this Amendment and all other person or organization having instituted any actionfees, suit or investigation which restrains, prohibits or otherwise challenges the completion costs and performance of expenses incurred in connection with this Amendment (and the transactions contemplated hereby) by the Lender Group (including, in each case, all Lender Group Expenses and all attorneys’ fees of the Lender Group and any estimates of post-closing fees, costs and expenses (including all attorneys’ fees) expected to be incurred by the Lender Group in connection with this Amendment); (e) the receipt by the Agent and the Lenders of a fully executed copy of the February 2020 Exchange Agreement and Fourth Amendment to Amended and Restated Facility Agreement and Amendment to First Out Waterfall Notes and Warrants in form and substance reasonably satisfactory to the Agent and the Lenders (the “Term Amendment”); (f) the receipt by the Agent and the Lenders of fully executed copies of each of the following: (i) that certain Exchange Agreement; , dated as of the date hereof among Endologix and the holders of certain of the Remaining Original 3.25% Convertible Notes, providing for the exchange of certain of the Remaining Original 3.25% Convertible Notes for the Senior Lien Notes (the “5.00% Exchange Agreement (Fourth Amendment)”), (ii) that certain Junior Lien Security Agreement dated as of the date hereof between Endologix and the Collateral Agent (the “Second Lien Security Agreement”), (iii) that certain the Second Lien Subordination and Intercreditor Agreement, to be dated as of the date hereof, (iv) that certain Indenture in respect of the Second Lien Notes (the “5.00% Second Lien Convertible Notes Indenture”), dated as of the date hereof, among Endologix and the Trustee and Collateral Agent (each as defined therein), and (v) the 5.00% Voluntary Convertible Senior Secured Notes due 2024 of Endologix (the “Second Lien Notes”), dated as of the date hereof, in each case, in form and substance satisfactory to the Agent and the Lenders (the 5.00% Exchange Agreement (Fourth Amendment), the Second Lien Security Agreement, the Second Lien Subordination and Intercreditor Agreement, the 5.00% Second Lien Convertible Notes Indenture, and the Second Lien Notes, including all exhibits, schedules and attachments thereto, and any other instruments or threatened to take any action as a result of or agreements entered into in anticipation of connection with the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibitthereby, materially restrict or materially delay implementation collectively, the “Remaining 3.25% Convertible Exchange Documents”); (g) the consummation of the transactions “Exchange” as defined in the 5.00% Exchange Agreement (Fourth Amendment) contemplated by this Agreement. 4.2 MOT and its representatives shall have to occur on the right to conduct a full due diligence review Fourth Amendment Effective Date in accordance with the terms of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.Remaining 3.25% Convertible Exchange Documents;

Conditions. 4.1 13.1 The obligations of the Parties, respectively, as contemplated by Managers under this Agreement, Agreement are in all respects conditional upon the following mattersupon: (a) Each Party being given full access to all there having been, as at the relevant records relating to Closing Date: (i) no change nor any development or event involving a prospective adverse change in the other Parties. The Parties agree that theycondition (financial or otherwise), and their representatives shall not disclose any information so furnished without the consent business, prospects, results of operations or general affairs of the furnishing PartyIssuer or the Seller since the date of this Agreement or from that set out in the Prospectus which would be likely to prejudice materially the success of the offering and distribution of the Notes or dealing in the Notes in the secondary market or which is otherwise material in the context of the issue of the Notes and the entry into and performance of the Transaction Documents; (ii) no event nor the discovery of any fact making any of the representations and warranties contained in clause 7 (in the case of the Issuer), or clause 8 (in respect of the Seller), or clause 9 (in respect of YBS) untrue, misleading or incorrect on the Closing Date as though they had been given and made on such date; and (iii) no failure on the part of the Issuer or the Seller to perform each and every covenant and obligation which is intended to be performed respectively by it on or before the Closing Date pursuant to this Agreement and the Transaction Documents; (b) There not being any objection put forward by any relevant authority in connection with evidence satisfactory to the finality and purpose Managers that all conditions precedent to each of this Agreement and the transactions contemplated hereinTransaction Documents have been or (subject to the issue of the Notes) will be satisfied; (c) The completion of evidence that the agreements contemplated hereby, including the amendment of Goltech's regulations, Transaction Documents have been executed and other organizational documents to reflect the matters stipulated hereinabovedelivered; (d) No governmental agency or regulatory body or any other person or organization having instituted any actionevidence that the GIC Account, suit or investigation which restrains, prohibits or otherwise challenges the completion Transaction Account and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of Reserve Account have been validly opened; (e) the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect delivery to the foregoing.Managers, the Initial Notes Purchaser and the VFN Purchaser on or before the Closing Date of: (i) legal and tax opinions dated the Closing Date in such form and with such contents as the Managers, the Initial Notes Purchaser, the Security Trustee and the Note Trustee may require from ▇▇▇▇▇ & ▇▇▇▇▇ LLP, legal and tax advisors in England to the Seller;

Conditions. 4.1 The obligations obligation of any Agent, as agent of the PartiesPartnership, respectivelyat any time ("Solicitation Time") to solicit offers to purchase the Securities, the obligation of any Agent to purchase Securities as principal pursuant to, any Terms Agreement or otherwise, and the obligation of any other purchaser to purchase Securities shall in each case be subject (1) to the condition that all representations and warranties of the Partnership and the Company herein and all statements of officers of the Partnership and 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 time the Partnership accepts the offer to purchase such Securities and, as contemplated by this Agreementthe case may be, are in at and as of the related Time of Delivery or time of purchase; (2) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as the case may be, each of the Partnership and the Company shall have complied with all respects conditional upon its agreements and all conditions on its part to be performed or satisfied hereunder, and (3) to the following mattersadditional conditions when and as specified: (a) Each Party being given full access 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 relevant records relating part of the Commission shall have been complied with to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent reasonable satisfaction of the furnishing Partysuch Agent; (bii) There there shall not being have occurred any objection put forward downgrading, nor shall any notice have been given of (A) downgrading, (B) any intended or potential downgrading or (C) any review or possible change that does not indicate maintaining or an improvement in the rating accorded any securities of or guaranteed by the Partnership by any relevant authority in connection with the finality and purpose of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing."nationally recognized statistical

Conditions. 4.1 Section 6.1 Conditions to Each Party's Obligations. The respective obligations of each party to effect the Parties, respectively, as transactions contemplated by this Agreement, are in all respects conditional upon Agreement shall be subject to the satisfaction at or prior to the Closing of the following mattersconditions: (a) Each Party being given full access to all the relevant records relating The waiting period applicable to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent consummation of the furnishing Party;transactions contemplated by this Agreement required pursuant to the HSR Act shall have expired or been terminated. (b) There All material authorizations, consents, orders or approvals of Governmental Entities set forth on Schedule 6.1(b) shall have occurred, been filed or been obtained and not being any objection put forward by any relevant authority in connection with the finality and purpose of this Agreement and the transactions contemplated herein;rescinded. (c) The completion There shall not be in effect any statute, regulation, order, decree or judgment of any Governmental Entity which makes illegal or enjoins or prevents the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation consummation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives (d) The Court shall have entered the right Final Order which shall have authorized the Seller to conduct a full due diligence review convey to the Buyer all of its right, title and interest in and to the Purchased Assets free and clear of all Liens other than Permitted Liens with respect to the Owned Real Property, and the Court shall have approved the assignment and assumption of the activitiesAssumed Contracts as contemplated hereby. The Final Order, accountswhich must be reasonably satisfactory in form and substance to the Buyer, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilitiesshall authorize the Seller and the Parent to enter into and consummate this Agreement and the transactions contemplated hereby, and further provide, among other facets things, that (i) the transfers of the businesses Purchased Assets by the Seller to the Buyer pursuant to this Agreement (a) are or will be legal, valid and effective transfers of Goltechthe Purchased Assets; (b) vest or will vest Buyer with good title to the Purchased Assets (including good and marketable title to the Real Property), Goloil free and Teton clear of all Liens except Permitted Liens; (c) constitute the best offer or value received by Seller for the Purchased Assets; and (d) do not and will not subject Buyer to any liability as a period until 24 July 2000. Without limiting successor of Seller; (ii) the foregoing, Teton shall provide Court retains jurisdiction to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon enforce the provisions of Clause 2.10 shall apply this Agreement in all respects; (iii) the provisions of the Final Order are nonseverable and mutually dependent; (iv) the transactions contemplated by this Agreement are undertaken by the Buyer in good faith, as if MOT had breached that term is used in Section 363(m) of the Bankruptcy Code; (v) pursuant to Section 363(n) of the Bankruptcy Code, the consideration paid under this Agreement. Thereupon, each Party shall take such actions, deliver such instruments Agreement was not controlled by an agreement among potential bidders at the hearing; (vi) the Seller and otherwise undertake such operations as necessary to give effect the Parent have fully satisfied the requirements of Sections 365(b)(1)(A) and (B) of the Bankruptcy Code with regard to the foregoingAssumed Contracts and there are no defaults or amounts due and owing on the Assumed Contracts; (vii) the terms and provisions of the Final Order and this Agreement shall remain in full force and effect upon the dismissal or conversion of the Chapter 11 Cases to another chapter under the Bankruptcy Code and (viii) the terms and provisions of the Final Order and this Agreement shall be binding on all creditors and parties in interest. The Seller and the Parent shall seek and use their respective reasonable efforts to include in the Final Order that the transfers and assignments to the Buyer contemplated by this Agreement (including, without limitation, the transfer and assignment of the Real Property) shall, pursuant to Section 1146(c) of the Bankruptcy Code, not be subject to the imposition or payment of any transfer taxes of any nature.

Conditions. 4.1 The obligations Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following matters: (a) Each Party being given full access to all the relevant records relating to Interim Order shall have been granted on terms consistent with this Agreement and the other Parties. The Parties agree that they, and their representatives Interim Order shall not disclose any information so furnished without the consent of the furnishing have been set aside or modified in a manner unacceptable to either Party, acting reasonably, on appeal or otherwise; (b) There not being any objection put forward the Arrangement Resolution shall have been approved and adopted by any relevant authority the Company Shareholders at the Company Meeting in connection accordance with the finality and purpose of this Agreement and the transactions contemplated hereinInterim Order; (c) The completion of the agreements contemplated herebyFinal Order shall have been granted on terms consistent with this Agreement and the Final Order shall not have been set aside or modified in a manner unacceptable to either Party, including the amendment of Goltech's regulationsacting reasonably, and other organizational documents to reflect the matters stipulated hereinaboveon appeal or otherwise; (d) No governmental agency the issuance of the Consideration Shares will be exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (e) the necessary approvals of the CSE and TSXV, if any, will have been obtained; (f) the Consideration Shares to be issued upon completion of the Arrangement and the Buyer Shares to be issued upon the exercise from time to time of the Company Options, Company Warrants, Company RSUs and upon the conversion from time to time of the Company Debentures shall, if required by the TSXV and subject only to the satisfaction of customary conditions required by the TSXV, have been approved for listing on the TSXV, as of the Effective Date and the TSXV, shall have, if required, accepted notice for filing of all transactions of the Parties contemplated herein or regulatory body necessary to complete the Arrangement, subject only to compliance with the customary requirements of the TSXV; (g) all Regulatory Approvals and all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, in each case, the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Company Material Adverse Effect or Buyer Material Adverse Effect, as the case may be, or materially impede the completion of the Arrangement, shall have been obtained or received; (h) no Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any other person Law or organization having instituted Order (whether temporary, preliminary or permanent), in any action, suit or investigation case which restrainsis in effect and which prevents, prohibits or otherwise challenges makes the completion and performance consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Buyer from consummating the Arrangement or any of the other transactions contemplated in this Agreement; (i) the Company shall have entered into a supplemental indenture governing the Company Debentures with the debenture trustee; or threatened to take any action as a result and (j) the TSXV shall have conditionally approved the listing of or in anticipation certain post- Arrangement securities of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibitBuyer, materially restrict or materially delay implementation consisting of the transactions contemplated by this Agreement. 4.2 MOT Consideration Shares, the Buyer Shares and its representatives those Company Warrants and Company Debentures that are currently listed on the TSXV and which shall have the right to conduct a full due diligence review become binding obligations of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets Buyer following completion of the businesses Arrangement, on the TSXV, subject to completion of Goltech, Goloil the Arrangement and Teton for a period until 24 July 2000. Without limiting completion of the foregoing, Teton shall provide to MOT a detailed list customary listing requirements of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingTSXV.

Conditions. 4.1 3.1 The obligations of the Parties, respectively, as contemplated by this Agreement, Seller and the Purchaser to complete the sale and purchase of the Shares are in all respects conditional upon on the satisfaction (or waiver, as the case may be) of the Conditions. 3.2 The Purchaser shall use its best endeavours to procure the fulfilment of the Antitrust Conditions as soon as possible, and in any event before the Long Stop Date. 3.3 The Purchaser shall submit any notifications, filings or submissions to the Regulatory Authority as soon as possible following mattersthe date of this Agreement and in any event within ten (10) Business Days of the date of this Agreement. 3.4 The Seller and the Purchaser agree that: (a) Each Party the regulatory filings required in order to satisfy the Antitrust Conditions shall be prepared by the Purchaser, and the Purchaser shall be responsible for the payment of any associated filing fees; and (b) all requests and enquiries from the Regulatory Authority shall be dealt with, in each case, by the Seller and the Purchaser in consultation with each other and the Seller and the Purchaser shall co‑operate with each other and the Regulatory Authority and provide all necessary information and assistance required by the other or by the Regulatory Authority as soon as reasonably practical upon being given full access requested to all do so. 3.5 The Purchaser shall: (a) promptly inform the relevant records relating Seller of the content of any meeting, material conversation and any other communication which takes place between the Purchaser (or its Agents) and the Regulatory Authority and provide copies or, in the case of non‑written communications, a written summary, to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing PartySeller; (b) There not being any objection put forward by any relevant authority except for communications which are immaterial or procedural in connection nature, procure that the Seller is given a reasonable opportunity to review, comment on and approve drafts of all notifications, filings and submissions before they are submitted to the Regulatory Authority and provide the Seller with final copies of all such notifications, filings and submissions (save that in relation to all disclosures to the finality Seller under this Clause 3.5(b), the Purchaser may redact business secrets and purpose other confidential or competitively or commercially sensitive material provided unredacted copies of this Agreement and the transactions contemplated hereinsuch information is provided on an outside counsel-to-counsel, confidential basis); (c) The completion take all steps necessary to secure the satisfaction of the agreements contemplated herebyAntitrust Conditions by the end of the Regulatory Authority’s initial period of review without the need for a second phase of investigation (including agreeing to any conditions, including undertakings or divestments to obtain clearance in accordance with any applicable merger control law, statute or regulation of any applicable jurisdiction); provided, however, that the amendment of Goltech's regulationsPurchaser shall not, and other organizational documents no member of the Purchaser's Group shall, be required to reflect perform any steps pursuant to this Clause 3.5(c) that would, in the matters stipulated hereinabove;opinion of the Purchaser acting in good faith, have a material effect on the businesses of either the Purchaser's Group or the Target Companies; and (d) No governmental agency or regulatory body use its best endeavours to avoid any declaration of incompleteness by the Regulatory Authority or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance suspension of the transactions contemplated in this Agreement; or threatened periods for clearance. 3.6 The Purchaser undertakes to take the Seller to procure that neither it nor any action as a result of or in anticipation member of the transactions contemplated Purchaser's Group shall (either alone or acting in this agreementconcert with any other person): (a) acquire (or cause another person to acquire or to offer to acquire); or (b) execute definitive transaction documentation (or proposed or enacted cause another person to execute definitive transaction documentation) arrangements that, if carried into effect, would result in the acquisition of, a competing business to the business of any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by Target Companies, the acquisition of which might reasonably be expected to prejudice or delay the outcome of any filings with, or applications to, any Regulatory Authority. For the avoidance of doubt, this AgreementClause 3.6 shall not survive Completion. 4.2 MOT and its representatives shall have 3.7 Neither Party shall, without the right to conduct a full due diligence review prior written consent of the activitiesother Party, accountswithdraw any notification, contractsfiling or submission made to the Regulatory Authority. 3.8 Both Parties undertake to notify the other Party in writing, capital, payables, receivables, oil sales, production, exploration, assets, liabilitiesof anything which will or may prevent any of the Conditions from being satisfied on or before the Long Stop Date immediately that it comes to its attention. 3.9 The Purchaser undertakes to notify the Seller as soon as possible on becoming aware that any of the Antitrust Conditions has been satisfied and in any event within one (1) Business Day of such satisfaction. 3.10 If the Conditions are not satisfied on or before the Long Stop Date or becomes incapable of satisfaction on or before the Long Stop Date (the “Non-Satisfaction”) the Seller shall be entitled to treat this Agreement as terminated subject to, and other facets of on the businesses of Goltechbasis set out in, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing13.2 (Termination).

Conditions. 4.1 The obligations (a) Conditions to Execution and Delivery of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon Definitive Agreements. ----------------------------------------------------------------- AIP's execution and delivery of the Definitive Agreements relating to the Proposed Investment shall be subject to the following mattersconditions, each of which shall be fulfilled to the satisfaction of AIP on or prior to the date that AIP executes and delivers such Definitive Agreements: (i) The Company's creditors holding its outstanding secured and unsecured indebtedness (the "Lenders") shall have consented, if required (including the waiver of change of control or other conditions or covenants contained in their loan agreements) to the consummation of the Proposed Investment and to the Definitive Agreements referred to in Clauses (ii) and (iii) below. (ii) American Airlines ("AA") shall have agreed pursuant to a Definitive Agreement, subject, if necessary, to the consummation of the Proposed Investment, to the terms of the restructuring of its current arrangements with the Company, provided that such terms are not inconsistent with the assumptions used by the Company in connection with its preparation of the projections contained in the Confidential Memorandum (as defined below) (the "Projection Assumptions") or are otherwise satisfactory to AIP and the Board. (iii) The International Association of Machinists and Aerospace Workers (AFL-CIO), the Air Line Pilots Association International, the Association of Flight Attendants and the Transport Workers Union (collectively, the "Unions") shall each have agreed pursuant to Definitive Agreements, subject, if necessary, to the consummation of the Proposed Investment, to modify and extend its respective collective bargaining agreements so that, as so modified and extended, such agreements are not inconsistent with the Projection Assumptions or are otherwise satisfactory to AIP. (iv) The preparation, execution and delivery by the Company, AIP and other required parties of Definitive Agreements containing customary representations, conditions and covenants, including, but not limited to, a Closing condition that there be no Material Adverse Change (as defined below) from the date of the Definitive Agreements to the Closing Date. (v) The satisfactory completion of a business review by AIP, consisting of, among other things, confirmation of the information set forth in the Confidential Memorandum, dated September 15, 1995, Parts I and II (the "Confidential Memorandum"). (vi) Satisfactory completion of (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, a legal due diligence review by counsel for AIP and their representatives shall not disclose any information so furnished without the consent of the furnishing Party; (b) There not being any objection put forward an environmental review by any relevant authority in connection with the finality AIP and purpose a consultant of this Agreement and the transactions contemplated herein;AIP's choice. (cvii) The completion Except as disclosed in the Confidential Memorandum or in other public documents, or otherwise in writing to AIP prior to the date hereof, no material adverse change in the business, assets, properties, financial condition or prospects of the agreements contemplated herebyCompany shall have occurred from June 30, including 1995 until the amendment of Goltech's regulationsdate that Definitive Agreements are executed and delivered by AIP ("Material Adverse Change"), and other organizational documents AIP shall be satisfied that the Company will not be subject to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action material adverse consequences as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review Definitive Agreements resulting from any change of control provisions in any agreements of the activitiesCompany, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, any relationships between the Company and any other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Tetonperson, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingotherwise.

Conditions. 4.1 The obligations effectiveness of this Amendment shall be subject to ---------- fulfillment of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following mattersconditions: (a) Each Party being given full access to all The Agent shall have received on the relevant records relating date hereof, in form and substance satisfactory to the other Parties. The Parties agree that theyAgent, the following: (i) a fully-executed original of this Amendment; (ii) an executed consent with respect to the Existing Aviation Sales Credit Agreement (the "Citicorp Consent") in the form of Exhibit ------- A attached hereto consenting to this Amendment; - (iii) evidence of the payment of all fees and amounts set forth in Exhibit C attached hereto; --------- (iv) proof of insurance with respect to the property, which insurance and respective insurance carrier are acceptable to the Agent in its sole discretion; (v) an opinion of outside counsel to the Lessee and the Guarantors, addressed to the Agent, the Owner Trustee and the Lenders and Holders, including without limitation (A) an opinion of such counsel with respect to noncontravention of the Citicorp Loan Documents and agreements under which the Senior Subordinated Notes have been issued, by this Consent Agreement, and their representatives shall the instruments and documents executed by the Lessee, Construction Agent and Guarantors in connection herewith, and (b) an opinion to the effect that the execution, delivery and performance of this Consent Agreement will not disclose affect the priority of any information so furnished without the consent Lien in favor of the furnishing PartyOwner Trustee or the Agent (on behalf of itself, any Lender or any Holder) that exists under the Operative Agreements (which opinion may be included in the opinion referred to in clause (iv)(A) above); (vi) a certificate of the Secretary or an Assistant Secretary of each of the Lessee and each Guarantor in such form as is reasonably acceptable to the Agent attaching and certifying as to (A) the resolutions of the Board of Directors of Lessee or such Guarantor (as the case may be) duly authorizing the execution, delivery and performance by Lessee or such Guarantor (as the case may be) of this Amendment and each of the other Operative Agreements delivered in connection with this Amendment to which such Lessee or Guarantor is or will be a party, (B) the fact that neither its certificate of incorporation nor its bylaws have been changed from the versions that were certified and delivered to the Agent on the Initial Closing Date (or if they have been changed, such certificate of incorporation or by-laws certified as of a recent date by the Secretary of State of the State of its incorporation), and (C) the incumbency and signature of persons authorized to execute and deliver on its behalf this Amendment and each of the other Operative Agreements delivered in connection with this Amendment to which such Lessee or Guarantor is a party; (vii) payment of an amendment fee, payable to the Agent, in the amount of $25,000; (viii) any additional agreements, instruments or documents which it may reasonably request in connection herewith; (b) There not being any objection put forward by any relevant authority The correctness in connection with all material respects of the finality representations and purpose warranties of this Agreement the Owner Trustee, Construction Agent and the transactions contemplated hereinLessee contained herein and in each of the Operative Agreements; (c) The completion No material adverse change shall have occurred in the business, assets, management, operations, financial condition or prospects of the agreements contemplated herebyAviation Sales or any Guarantor or any Subsidiary of Aviation Sales since December 31, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove2000; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion Except as described in Amendment Nos. 7-10 and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreementamendment nos. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.

Conditions. 4.1 The obligations sale and purchase of the Parties, respectively, as contemplated by this Agreement, are in all respects Sale Shares is conditional upon on each of the following mattersconditions being fulfilled, satisfied or waived (the Conditions): (a) the Office of Fair Trading (OFT) having provided the OFT Decision that it does not intend to refer the proposed acquisition of the Sale Shares by the Buyer, or any matter arising or relating to that proposed acquisition, to the Competition Commission for investigation (the OFT Condition); (b) no Material Adverse Change occurring between the date of this Agreement and the date on which the OFT Condition is fulfilled, satisfied or waived pursuant to the provisions of clause 4.15 and, for the purposes of this clause, Material Adverse Change shall mean the implementation, notification or announcement of any change to any statutory or other binding or advisory legislative or regulatory provision (including any OFT decision or directive imposed on MEM or the short-term and/or pay day loan industry requiring a change of MEM’s then current business practices) which directly relates to or impacts the business of providing short-term and/or pay day loans and is reasonably likely to result in a reduction of £4,400,000 in the projected Profitability of the Business (using the Projections as a reference for determining such impact) for the 12 month period following such announcement. (c) the Buyer having available to it, on an unconditional basis and on terms satisfactory to it in its sole discretion, debt financing facilities or the proceeds of an issuance of debt securities in a public and/or private offering, or any other financing, (Financing) of an amount not less than the Purchase Price (the Financing Condition); and (d) the Minority SPA having completed in accordance with its terms (the Minority SPA Condition). 4.2 The Buyer and the Seller shall use all reasonable endeavours to procure (so far as they are each able to procure) that the OFT Condition is satisfied on or before the earlier of (i) 24 March 2011 and (ii) the date falling 50 Business Days from the date on which the OFT confirms that the form of the OFT Submission is satisfactory (the OFT Long Stop Date). In order to satisfy the OFT Condition the Buyer shall: (a) Each Party being given full access to all procure the relevant records relating filing of a submission to the other Parties. The Parties agree that they, OFT (OFT Submission) as soon as reasonably practicable and their representatives shall not disclose in any information so furnished without the consent of the furnishing Partyevent no later than 14 January 2011; (b) There respond as soon as reasonably practicable (with a target response time of not being more than five Business Days) and in any objection put forward by event within any relevant authority in connection with applicable time limit to any request, formal or informal, for information or other input from the finality and purpose of this Agreement and the transactions contemplated hereinOFT; (c) The completion not enter into (and will procure that no member of the agreements contemplated herebyBuyer’s Group enters into) any other acquisition agreement relating to an entity involved in either: (i) the business of providing short-term and/or pay day loans in the UK; or (ii) the business of providing consumer credit in the UK; which might reasonably be expected to delay, including impede or prejudice the amendment fulfilment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveOFT Condition; (d) No governmental agency as soon as reasonably practicable notify the Seller of any material communication (whether written or regulatory body oral) received from the OFT; (e) give the Seller reasonable notice of and the opportunity for it or any advisers of the Seller’s Group to attend all material meetings and telephone calls with the OFT (save to the extent that the OFT expressly requests that the Seller should not be present or represented at the meeting or part(s) of the meetings); and (f) provide the Seller with drafts of all material written communications intended to be sent to the OFT and give the Seller a reasonable opportunity to comment thereon and not submit its communications without the prior agreement (such agreement not to be unreasonably withheld or delayed) of the Seller (save that in relation to all disclosures under this clause, business secrets and other person confidential material may be provided on an outside counsel to counsel, confidential basis only), provided that nothing in sub-clauses (a) to (f) (inclusive) shall be interpreted or organization having instituted operate to limit the Buyer’s obligation to use all reasonable endeavours to procure that the OFT Condition is satisfied. 4.3 If the Buyer receives the OFT Decision by written notification it shall notify the Seller in writing of the fulfilment of the OFT Condition as soon as reasonably practicable and in any actionevent with 1 Business Day of the Buyer receiving written notification. 4.4 If the OFT Condition is not satisfied on or before the OFT Long Stop Date or if the OFT Decision is to refer the proposed acquisition of the Sale Shares by the Buyer, suit or investigation any matter arising or relating to that proposed acquisition, to the Competition Commission for investigation, the Buyer or the Seller may elect to terminate this agreement by written notice to the other and upon giving such notice: (a) except for this subclause, clauses 1, 2, 10, 16, 18 and 19 all the provisions of this Agreement shall lapse and cease to have effect; but (b) neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of either party in respect of damages for non-performance of any obligation under this Agreement falling due for performance prior to such lapse and cessation. 4.5 Contemporaneously with the Buyer using all reasonable endeavours to procure that the OFT Condition is satisfied, the Buyer shall take such steps as are, in it sole discretion, reasonable, to enable it to fulfil, satisfy or waive the Financing Condition on or before the date falling not later than twenty Business Days following the later of (i) the date on which restrainsthe OFT Condition is satisfied and (ii) the date on which Required Financial Information is delivered to the Buyer, prohibits and in any event on or before 14 April 2011 (the Final Long Stop Date). 4.6 If the OFT Condition has been satisfied, there has been no Material Adverse Change prior to satisfaction of the OFT Condition but the Financing Condition is not satisfied by the Final Long Stop Date, the Buyer irrevocably undertakes to pay the Seller the Termination Fee. 4.7 The Buyer shall notify the Seller in writing of the fulfilment of the Financing Condition as soon as reasonably practicable and in any event within 1 Business Day of the Buyer becoming aware of such fulfilment. 4.8 During the period commencing on the date of this Agreement and ending on the earlier of the Final Longstop Date and the Completion Date, the Seller shall and shall procure so far as it is reasonably able to do so that each relevant member of the Seller’s Group and each Group Company shall provide, and shall cause their respective directors, officers and employees to provide, so far as they are each reasonably able to, in each case upon reasonable notice from the Buyer, and at the Buyer’s cost (but only to the extent the Seller or any member of the Seller’s Group incurs out of pocket expenses directly related to the co-operation efforts described below and in clause 4.9), such reasonable assistance and cooperation (including where necessary providing appropriate instructions to auditors), including reasonable access to information and personnel of the Group, during normal office hours, which is reasonably required for the Buyer to satisfy the Financing Condition (including the preparation of the Required Financial Information as set out in clause 4.9 and the preparation of customary proforma financial information for the 12 month period ended June 30, 2010 and the six month period ended December 31, 2010) provided that (i) such assistance and cooperation and access to information and personnel of the Group does not unreasonably interfere with the ongoing operations of any member of the Seller’s Group or any Group Company or otherwise challenges impair, in any material respect, the completion ability of any officer or executive of any member of the Seller’s Group or any Group Company to carry out their duties to the relevant member of the Seller’s Group or the relevant Group Company and performance (ii) the Buyer agrees that it would not be reasonable to require information considered by the Seller, acting in good faith, to be commercially sensitive. 4.9 Without limiting the generality of the provisions of clause 4.8 the Seller shall, and shall procure that each relevant member of the Seller’s Group shall: (a) use its reasonable endeavours to prepare and furnish by no later than 28 February 2011 audited consolidated financial statements for the annual financial periods ending December 31, 2008, 2009 and 2010 of the Group (the Required Financial Information), that in the opinion of the Seller and its auditors have been prepared in accordance with United States Generally Accepted Accounting Principles and include such information that in the reasonable opinion of the Seller and its auditors is required by Regulation S-X under the U.S. Securities Act of 1933, as amended (the Securities Act), as is customarily included in either public offerings under the Securities Act or private placements resold under Rule 144A of the Securities Act, to consummate the offerings of debt securities; and (b) use its reasonable endeavours to procure that the auditors of the Group provide the Buyer with customary accountants’ comfort or negative assurance letters and consents relating to financial information of the Group Companies as reasonably requested by the Buyer. 4.10 The Seller hereby consents, and shall procure that each Group Company consents, to the use of its respective logo in connection with the Financing. 4.11 Notwithstanding anything herein to the contrary, the Seller acknowledges and agrees that the Buyer and any other member of the Buyer’s Group may publicly disclose the Required Financial Information, other material information regarding the Group and the transactions contemplated hereby in connection with the Financing and that any such disclosure shall not be deemed to be a breach of this Agreement provided that the Buyer shall provide to the Seller drafts of any public documents containing information regarding the Group which the Buyer intends to publish and shall afford the Seller not less than two Business Days to consent to the publication of such documents and shall have obtained such consent (such consent not to be unreasonably withheld or delayed). 4.12 Notwithstanding anything in this AgreementAgreement to the contrary, neither the Seller nor prior to Completion any Group Company shall be required to: (i) pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing undertaken to meet the Financing Condition (or any replacements thereof); or threatened (ii) to take indemnify any action as a result person in connection with the Financing undertaken to meet the Financing Condition. For the avoidance of or in anticipation doubt, Buyer shall reimburse the Seller, the Seller’s Guarantor and each member of the transactions contemplated Group Company for all reasonable out of pocket costs, fees and expenses incurred in this agreement; or proposed or enacted any statute or regulation connection with such assistance and cooperation as may be requested and provided pursuant to clauses 4.8 to 4.11 (inclusive) above. 4.13 The Buyer shall pay to the Seller an amount equal to the amount which would prohibitbe required to indemnify the Seller, materially restrict or materially delay implementation each member of the transactions contemplated by this Agreement. 4.2 MOT Seller’s Group and its representatives shall have the right to conduct a full due diligence review of the activitieseach Group Company against all actions, accountsproceedings, contractslosses, capitalclaims, payables, receivables, oil sales, production, exploration, assetsdamages, liabilities, costs, charges and other facets expenses which any of them may suffer or incur in respect of or arising in connection with the disclosure (including for the avoidance of doubt the inclusion of any information of Required Financial Information (or any part thereof) in any documentation relating to any public or private offering or placement of any equity or debt) by or on behalf of the businesses Buyer or any member of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide Buyer’s Group of any information obtained by the Buyer or any member of the Buyer’s Group pursuant to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereuponclauses 4.8 and 4.9, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect including the Required Financial Information but only to the foregoingextent that such Required Financial Information does not contain any untrue statement of a material fact or omit to state any material fact regarding any Group Company necessary in order to make such Required Financial Information not misleading. 4.14 If any of the Conditions is not fulfilled, satisfied, or waived by the party entitled to the benefit of such Condition, or if any of the Conditions ceases to be capable of fulfilment or satisfaction, on or before the Final Long Stop Date: (a) except for this subclause, clauses 1, 2, 4.6, 10, 16, 18, 19 all the provisions of this Agreement shall lapse and cease to have effect; but (b) neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of either party in respect of damages for non-performance of any obligation under this agreement falling due for performance prior to such lapse and cessation. 4.15 Subject to the Seller’s right of termination pursuant to the provisions of clause 4.4, the Buyer may at any time before the time specified in clause 4.2 or 4.5 (as the case may be) by notice to the Seller waive the Conditions or (or any of them) in whole or in part. 4.16 If the Buyer has not procured the filing of the OFT Submission on or before 14 January 2011 the Seller shall be entitled to terminate this Agreement by written notice to the Buyer and upon giving such notice: (a) except for this subclause, clauses 1, 2, 10, 16, 18 and 19 all the provisions of this Agreement shall lapse and cease to have effect; but (b) neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of either party in respect of damages for non-performance of any obligation under this Agreement falling due for performance prior to such lapse and cessation provided that if the Seller terminates this Agreement pursuant to this clause 4.16 the Seller’s only remedy shall be termination of the Agreement..

Conditions. 4.1 The obligations Notwithstanding anything in this Donation Agreement to the contrary, ▇▇▇▇▇’s obligation to accept the Property shall be subject to and contingent upon the satisfaction or waiver of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following mattersconditions precedent: (a1) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, Donor shall have performed each and their representatives shall not disclose any information so furnished without the consent of the furnishing Partyevery undertaking hereunder; (b2) There not being any objection put forward Each and every representation and warranty made by any relevant authority Donor shall have been true and correct as of the date this Donation Agreement is made and entered into, and shall be true and correct in connection with all material respects as if originally made on and as of the finality and purpose of this Agreement and the transactions contemplated hereinClosing Date; (c3) The completion No suit, proceeding, or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin, hinder, or to seek material damages on account of the agreements consummation of the transaction contemplated hereby, including and no order, ruling, decision, or judgment shall have been issued with the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabovesame effect; (d4) No governmental agency or regulatory body or Preliminary approval of all licenses, rights-of-way, and easements; (5) ▇▇▇▇▇’s review and approval, prior to the expiration of the Agreement Inspection Period, of the condition of title to the Property; (6) ▇▇▇▇▇’s review and approval, prior to the expiration of the Agreement Inspection Period, of the Property Documents; (7) ▇▇▇▇▇’s inspection and approval, prior to the expiration of the Agreement Inspection Period, of the physical and environmental condition of the Property; (8) Donee’s satisfaction that the Property is properly zoned for Donee’s Intended Use; (9) Donee’s satisfaction with any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance information obtained through its due diligence of the transactions contemplated in this Agreement; or threatened to take any action as a result Property; (10) ▇▇▇▇▇’s receipt of or in anticipation all required approvals and consents authorizing the purchase of the transactions contemplated Property in accordance with the terms of this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation Donation Agreement; (11) The Title Company issuing a policy of title insurance of Donee’s choice insuring title on the Property in the amount of the transactions contemplated Donation Value, subject only to the conditions of record appearing on the Preliminary Report which are not disapproved by this Agreement▇▇▇▇▇; (12) There being no material, adverse change in the Property or access thereto after expiration of the Agreement Inspection Period and prior to Closing. 4.2 MOT (13) Donor has obtained all required consents and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and approvals from City and/or all other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts agencies or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations entities as necessary for the sale and transfer of property to give effect to the foregoingDonee.

Conditions. 4.1 (a) The Underwriters’ obligations hereunder shall be subject to the accuracy of the Partiesrepresentations and warranties of the Corporation contained in this Agreement as of the date of this Agreement and as of the Closing Date, respectively, as contemplated the performance by the Corporation of its obligations under this Agreement, are in all respects conditional upon and the Underwriters receiving the following mattersat the Closing Time: (ai) Each Party being given full access to all a certificate or certificates dated as of the relevant records relating Closing Date, addressed to the Underwriters and signed by each of the Chief Executive Officer and Chief Financial Officer of the Corporation or such other Parties. The Parties agree officers of the Corporation acceptable to the Underwriters, with respect to the articles of incorporation or other constating documents and by-laws of the Corporation, the resolutions of the board of directors of the Corporation authorizing this Agreement and the Offering, the incumbency and specimen signatures of signing officers of the Corporation and with respect to such other matters as the Underwriters may reasonably request; (ii) a certificate or certificates dated as of the Closing Date, addressed to the Underwriters and signed by each of the Chief Executive Officer and Chief Financial Officer of the Corporation or such other officers of the Corporation acceptable to the Underwriters, certifying for and on behalf of the Corporation and not in their personal capacity that theyto the best of their knowledge, information and belief: (A) the Corporation has complied with and satisfied in all material respects all covenants, terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (B) the representations and warranties of the Corporation contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time (and, with respect to the representations and warranties contemplated by subsection 5(b), as if the Prospectus was delivered to the Underwriters at the Closing Time); (C) the responses provided by the Corporation at the due diligence sessions held in connection with the filing of the Preliminary Prospectus and the Prospectus would not be materially different at the Closing Time, as if made at such time; (D) no event of a nature referred to in paragraph 12(a)(i), (ii), or (iii) (without regard for this purpose, to the opinion of an Underwriter as provided therein) has occurred or to the knowledge of such officer is pending, contemplated or threatened; and (E) such other matters as the Underwriters may reasonably request; (iii) a favourable legal opinion dated as of the Closing Date, in form and substance satisfactory to counsel to the Underwriters, addressed to the Purchasers, the Underwriters and their representatives shall not disclose counsel from counsel to the Corporation, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP or other counsel acceptable to the Underwriters, as to certain matters governed by the laws of Canada and the Qualifying Jurisdictions; (iv) if requested by the Underwriters, if any information so furnished without the consent of the furnishing PartyOffered Shares are sold in the United States, a favourable legal opinion by the Corporation’s United States counsel in form and substance reasonably satisfactory to the Underwriters, which opinion may be subject to usual and customary qualifications for opinions of this type, to the effect that no registration under the U.S. Securities Act is required for the offer and sale of the Offered Shares in the United States by the Corporation and the Underwriters pursuant to and in accordance with the terms of this Agreement, it being understood that such counsel need not express an opinion for the subsequent resale of the Offered Shares; (v) evidence satisfactory to the Underwriters, acting reasonably, that the TSX has conditionally approved the listing of the Offered Shares on the TSX, subject to compliance with all requirements of the TSX; (vi) the Underwriters’ Fee payable at the Closing Time as set forth in Section 2; (vii) evidence satisfactory to the Underwriters, acting reasonably, that the Corporation has obtained a Final Passport System Decision Document for the Prospectus; and (viii) a comfort letter from the Auditors dated the Closing Date and addressed to the Underwriters, in form and substance satisfactory to the Underwriters, bringing the information contained in the comfort letters referred to in paragraph 4(d)(xv) hereof forward to the Closing Date, provided that such comfort letter shall be based on a review by the Auditors having a cut-off date not more than two Business Days prior to the Closing Date. (b) There not being any objection put forward by any relevant authority in connection The Corporation agrees with the finality Underwriters to use its best efforts to procure satisfaction of the conditions contained in this Section 10 by the times and purpose of this Agreement dates stated herein. Any condition may be waived, in whole or in part, and the transactions contemplated herein;time of satisfaction of any condition may be extended, by the Underwriters (acting in their absolute discretion and without any obligation to make any such waiver or extension) by written notice to the Corporation. (c) The completion If any condition is not satisfied in all respects or waived by the Underwriters or becomes incapable of being satisfied (and is not so waived) by the Closing Time or such later time as the Underwriters may agree, then the obligations of the agreements contemplated herebyCorporation and the Underwriters, including as applicable, under this Agreement and of the amendment Corporation shall cease and terminate and no party shall have any claim against the others for costs, damages, compensation or otherwise except: (i) in respect of Goltech's regulations, and other organizational documents to reflect any prior breach by any party of the matters stipulated hereinaboveterms of this Agreement; (dii) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 Sections 1, 13, 14, 15, 16, 17, 18, 20, 21, 22, 23 and 24 shall apply as if MOT had breached this Agreement. Thereupon, each Party remain in full force and effect; and (iii) the Corporation shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect pay to the foregoingUnderwriters the costs, charges and expenses referred to in Section 16.

Conditions. 4.1 The obligations Executive’s eligibility to receive and retain any “Post-Employment Compensation” (meaning any and all compensation, of any kind, provided in accordance with the applicable provision of Section 5 of this Agreement in connection with or following termination of employment, exclusive of Final Compensation) is subject to full satisfaction of all of the Partiesfollowing as well as (A) the covenant of confidentiality set forth in Section 7 below and (B) the assignment of rights to Intellectual Property (as hereafter defined) set forth in Section 8 below, respectivelybut with the express understanding and agreement of the parties that the Executive is free to elect not to comply with clause (i) below and is free not to forbear from competition or solicitation as set forth in clauses (ii), (iii) and (iv) immediately below, but that her right to any Post-Employment Compensation under this Agreement is expressly conditioned on compliance with said clause (i) and the forbearance required under all of said clauses (ii), (iii) and (iv), as contemplated well as her full satisfaction of her obligations under the covenant of confidentiality and assignment of rights to Intellectual Property (which obligations are not optional and shall survive any termination, howsoever occurring). The conditions to receipt of Post-Employment Compensation are as follows: (i) The Executive’s execution and return, to the person designated by the Company to receive notices on its behalf in accordance with Section 18 hereof, of a timely and effective release of claims in the form attached hereto and marked Exhibit A (“Release of Claims”), within the time period specified therein. The Release of Claims creates legally binding obligations and the Company therefore advises the Executive to consult an attorney before signing it. Notwithstanding any other provision of this Agreement, are in (A) the Company shall not be required to make any payment of Post-Employment Compensation unless and until a Release of Claims has been executed by such holder and delivered to the Company, and the Release of Claims has become irrevocable, all respects conditional upon within sixty (60) days following the following matters: Date of Termination; and (aB) Each Party being given full access without limiting the generality of the foregoing, the Company shall not be or become obligated to all make any such payment unless a Release of Claims is so executed and delivered and the relevant records Release of Claims has become irrevocable before the expiration of such 60-day period. The foregoing provisions relating to a Release of Claims and any other provisions herein relating to a Release of Claims are not in limitation of any claims provisions contained in the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Party; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose of this LLC Agreement and the transactions contemplated herein;provisions of the LLC Agreement relating to releases shall apply in accordance with their terms. (cii) The completion Forbearance by the Executive for eighteen (18) months following the Date of Termination from competition with the business of the agreements contemplated hereby, including Company and its Immediate Affiliates anywhere in the amendment of Goltech's regulations, and other organizational documents to reflect world where the matters stipulated hereinabove; (d) No governmental agency or regulatory body Company or any other person of those Immediate Affiliates is doing business, whether as owner, partner, investor, consultant, agent, employee, co-venturer or organization having instituted any actionotherwise. Specifically, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without but without limiting the foregoing, Teton in order to satisfy this condition, the Executive must forbear from engaging in any activity that is competitive, or is in preparation to engage in competition, with the business of the Company and its Immediate Affiliates and further the Executive must forbear from working or providing services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, for or to any person or entity engaged in the business of the Company and its Immediate Affiliates. The business of the Company and its Affiliates is sporting hard goods. For illustrative purposes only, competitors of the Company and its Immediate Affiliates on the date of this Agreement include Amer Sports Corporation and Jarden Corporation and their respective subsidiaries. The foregoing condition, however, shall provide not fail to MOT a detailed list be met solely due to the Executive’s passive ownership of less than 3% of the equity securities of any publicly traded company. (iii) Forbearance by the Executive for eighteen (18) months following the Date of Termination from any direct or indirect solicitation or encouragement of any of the Customers of the Company or any of its liabilities Immediate Affiliates to terminate or diminish their relationship with the Company or any of its Immediate Affiliates and obligationsfrom any direct or indirect solicitation or encouragement of any of the Customers or Prospective Customers of the Company or any of its Immediate Affiliates to conduct with herself or any other Person (as defined in Section 13 hereof) any business or activity which such Customer or Prospective Customer conducts or could conduct with the Company or any of its Immediate Affiliates. In For purposes of this Section 5(h), a Customer is a person or entity which was such at any time during the event eighteen (18) months prior to the Date of Termination and a Potential Customer is a Person contacted by the Company or any of its Immediate Affiliates to become such at any time within eighteen (18) months prior to the Date of Termination other than by general advertisement, provided, in each case that the Executive had contact with such due diligence reveals eventsCustomer or Potential Customer through her employment or her other associations with the Company or any of its Immediate Affiliates or had access to Confidential Information that would assist in her solicitation of such Customer or Potential Customer in competition with the Company or any of its Immediate Affiliates. (iv) Forbearance by the Executive for eighteen (18) months following the Date of Termination from directly or indirectly hiring or otherwise engaging the services of any employee, circumstances, facts independent contractor or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect agent providing services to the foregoingCompany or any of its Immediate Affiliates and from soliciting any such employee, independent contractor or agent to terminate or diminish his/her/its relationship with the Company or any of its Immediate Affiliates. For purposes of this Section 5(h), an employee, independent contractor or agent means any Person who was performing services for the Company or any of its Immediate Affiliates in such capacity at any time during the twelve (12) months immediately preceding the Date of Termination.

Conditions. 4.1 2.1 The obligations sale and purchase of the Parties, respectively, as Sale Shares is conditional on the approval of any Relevant Authority whose approval is required prior to Completion for (i) the transfer of the Sale Shares to be made and/or (ii) any other matter which is contemplated by this AgreementAgreement to be carried out on or prior to Completion, to be carried out in each case in accordance with all applicable law in any jurisdiction in which any Group Company carries on business (the Condition). 2.2 The Buyer undertakes to use its reasonable endeavours to ensure that the Condition is satisfied as soon as possible after the date of this Agreement and in any event by no later than 5:00 pm on 4 October 2013 (the Long Stop Date). 2.3 Where the satisfaction of the Condition is subject to the satisfaction of any condition or conditions imposed by a Relevant Authority on the Buyer or any Group Company, the Buyer shall, and if such conditions are in all respects conditional upon imposed on any Group Company, shall procure so far as it is able following Completion that Group Company shall, comply with any such condition or conditions. 2.4 The Seller and the following mattersBuyer shall each promptly disclose to the other: (a) Each Party any matter (of which it is or becomes actually aware) which will or is reasonably likely to prevent the Condition from being given full access to all fulfilled on or before the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing PartyLong Stop Date; (b) There not being any indication (of which it is or becomes actually aware) that a Relevant Authority may intend to withhold its approval of, or raise an objection put forward to, or impose any condition on the acquisition of control by any relevant authority in connection with the finality and purpose of this Agreement and the transactions contemplated hereinBuyer; (c) The completion any other material development regarding the fulfilment of the agreements contemplated herebyCondition set out in clause 2.1 of which it becomes actually aware. 2.5 The Buyer shall (to the extent not undertaken at the date hereof) make all appropriate submissions, including the amendment of Goltech's regulations, notifications and other organizational documents filings in connection with, or required to reflect satisfy, the matters stipulated hereinabove; Condition (dthe Required Submissions) No governmental agency or regulatory body or as soon as reasonably practicable and in any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges event no later than 15 Business Days after the completion and performance date of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives 2.6 The Buyer shall have at the right to conduct a full due diligence review same time provide the Seller with copies of the activitiesRequired Submissions that are made by it or on its behalf pursuant to clause 2.5. 2.7 The Buyer undertakes to keep the Seller fully informed as to progress towards satisfaction of the Condition and undertakes to: (a) to the extent reasonably practicable, accountsprovide the Seller (or advisers nominated by the Seller) with draft copies of all material submissions and communications to any Relevant Authority in relation to satisfying the Condition at such time as will allow the Seller a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent (and, contractsin completing such submissions or communications, capitalthe Buyer agrees to have due regard to any reasonable comments made by the Seller); (b) save as otherwise directed by any Relevant Authority, payablesallow persons nominated by the Seller to attend all meetings with to any Relevant Authority, receivablesand, oil saleswhere appropriate, production, exploration, assets, liabilitiesto make oral submissions at such meetings; and (c) provide the Seller as soon as reasonably practicable with copies of any material written communication, and other facets updates (written or oral) of the businesses substance of Goltechany material oral communications with any Relevant Authority in relation to obtaining any consent, Goloil and Teton for a period until 24 July 2000. Without limiting approval or action where such communications have not been independently or simultaneously supplied to the foregoingSeller, Teton and, where practicable, to consult with the Seller before initiating any material new communication with any Relevant Authority, provided that nothing in this clause 2.7 shall oblige the Buyer to disclose to the Seller any commercially sensitive information. 2.8 The Seller shall provide on reasonable notice such assistance and information about each Group Company and the business of each Group Company as may reasonably be required by the Buyer to MOT a detailed list of its liabilities enable it to provide appropriate and obligations. In complete submissions and responses to the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered Relevant Authority in connection herewithwith the Required Submissions and the Seller shall, and shall procure that each Group Company shall, co-operate with the Buyer and the Relevant Authority to enable the Buyer to make the Required Submissions. 2.9 If either party becomes aware of the satisfaction of the Condition that party shall: (a) within two Business Days of becoming actually aware of that fact, give notice to the other party that the Condition has been satisfied; and (b) within two Business Days of becoming actually aware of that fact, provide the other party with copies of any written communication received from the Relevant Authority in relation to the satisfaction of the Condition where such communications have not been independently or simultaneously supplied to the other party. 2.10 If the Condition is not fulfilled on or before the Long Stop Date, then MOT without prejudice to any rights which either party may terminate this Agreement, and thereupon have against the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect other party pursuant to the foregoingShare Purchase Documents, this Agreement shall automatically terminate.

Conditions. 4.1 The obligations of AIG’s obligation to make the Parties, respectively, as deliveries and payments contemplated by this Agreement, are in all respects conditional upon Section 1 is subject to the following mattersconditions: (a) Each Party being given full access to all the relevant records relating The obligation will apply only to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent express terms of the furnishing PartyCovered Plans as in effect on December 31, 2004, without giving effect to any subsequent modification, waiver or amendment or action or inaction by the directors of SICO (or any committee thereof), in each case not approved by the Compensation Committee of the Board of Directors of AIG (the “Compensation Committee”); (b) There The obligation will apply only to deliveries and payments to an Eligible Employee who is not being any objection put forward terminated by any relevant authority in connection with AIG for cause, as determined by the finality and purpose of this Agreement and the transactions contemplated hereinCompensation Committee; (c) The completion Whether obligations under the Covered Plans are satisfied by delivery of shares of Common Stock, payment of cash or combination of the agreements contemplated herebytwo shall be determined by the Compensation Committee (from time to time, including in its sole discretion and regardless of the amendment form of Goltech's regulations, and other organizational documents consideration the directors of SICO elected to reflect the matters stipulated hereinabovepay); (d) No governmental agency AIG’s total obligation under this Agreement will be limited to a combination of shares of Common Stock and cash that does not exceed the number of shares of Common Stock set forth in the Annex, as such number shall be equitably adjusted in the event of a recapitalization, stock split, stock dividend, combination or regulatory body exchange of shares, merger, consolidation, rights offering, separation, reorganization, or liquidation or any other person change in the corporate structure of AIG or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance shares of the transactions contemplated in Common Stock (a “Fundamental Transaction”), and, for purposes of calculating this Agreementlimit, cash payments shall be converted into a number of shares of Common Stock based on the fair market value of the Common Stock (as determined by the Compensation Committee) on the date the payment is due under the relevant Covered Plan; or threatened and (e) The Eligible Employee shall agree to take all actions reasonably requested by AIG to subrogate AIG to his or her rights against SICO for any action as a result of delivery or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated payment made by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000AIG. Without limiting the foregoing, Teton shall provide to MOT a detailed list generality of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereuponpreceding sentence, each Party Eligible Employee shall take such actionsbe required to agree, deliver such instruments and otherwise undertake such operations as necessary before receiving a delivery or payment pursuant to give effect to Section 1, that he or she will repay the foregoingshares or payments if the underlying obligation is ultimately satisfied by SICO.

Conditions. 4.1 The obligations 3.1 Completion is conditional on the following Conditions being satisfied or, as the case may be, waived by the Sellers or the Buyer (as the case may be) pursuant to clause 3.4 or 3.5, on or before the Long Stop Date: 3.1.1 the Reorganisation having been completed; 3.1.2 the Sellers and B▇▇▇▇'s board of directors having passed the Resolutions without any amendment; 3.1.3 approval for listing and trading of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon Consideration Shares on The Nasdaq Stock Market having been obtained; 3.1.4 the following matters: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives Buyer shall not disclose any information so furnished without the consent have received a certificate of the furnishing Party; secretary (bor equivalent officer) There not being any objection put forward of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by any relevant authority in connection with the finality board of directors of each Seller authorising the execution, delivery and purpose performance of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in this Agreement; or threatened to take any action as a result of or full force and effect and are all the resolutions adopted in anticipation of connection with the transactions contemplated hereby and thereby; 3.1.5 the Buyer shall have received a certificate of the secretary (or equivalent officer) of each Seller certifying the names and signatures of the officers of respective Seller authorised to sign this Agreement and the other documents to be delivered hereunder and t▇▇▇▇▇▇▇▇▇; 3.1.6 the conduct of a due diligence investigation covering, among other things, the business, legal aspects, geological aspects, affairs, operations, assets, liabilities, financial condition, prospects and records of the Group Companies having been completed and the results of such due diligence investigation being satisfactory to the Buyer at its sole and absolute discretion; 3.1.7 the Letter of Affirmation has been duly issued by the Buyer to the Sellers; 3.1.8 the Warranties are true and accurate in all respects and not misleading in any respects as at the date of this agreementAgreement, and remaining so as at Completion; 3.1.9 with the assistance of the Sellers, the Beneficial Owners and the Nominee Shareholders, all consents, approvals, permits, authorisations or clearances (as the case may be) that the Buyer considers necessary pursuant to applicable laws, regulations and/or rules in Zimbabwe in respect of, among other things, foreign investment and transfer of Shares, and all such consents, approvals, permits, authorisations and clearances not having been revoked or withdrawn, including but not limited to: 3.1.9.1. the Sellers acquiring a capital gains tax clearance certificate (the “Capital Gains Tax Certificate”) from the Zimbabwe Revenue Authority (“ZIMRA”) for the transfer of the Shares to Holdco; 3.1.9.2. an exchange control approval from the Reserve Bank of Zimbabwe for the Reorganisation (“Exchange Control Approval”); 3.1.9.3. an approval by the Competition and Tariff Commission of Zimbabwe for the acquisition and transfer of Shares to Holdco; and 3.1.9.4. each of the Sellers and/or the Nominee Shareholders shall have delivered to Buyer such other documents or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. 4.2 MOT 3.1.10 the Sellers having actively cooperated with the Buyer on satisfying applicable regulatory authority requirement(s) in the United States in respect of the subject transaction contemplated herein, including but not limited to the issuance and its representatives obtainment of the independent technical report(s); 3.1.11 with the assistance of the Sellers, the Beneficial Owners and the Nominee Shareholders, the Company to obtain the renewed investment licence to be issued by the Zimbabwe Investment and Development Agency (or relevant competent authority) and such licence remaining valid, effective and not revoked or expired on Completion; and 3.1.12 a written confirmation from the Sellers and the Nominee Shareholders confirming that they have been holding the relevant Shares as nominees for and on behalf of the Beneficial Owners, have consented to the transfer of the relevant Shares, and will fully cooperate in any transactions, perform any acts and sign any documents as requested by the Buyer as contemplated under this Agreement. 3.2 Each of the Buyer, the Sellers and the Beneficial Owners shall make all reasonable efforts to achieve satisfaction of each Condition as soon as possible before the Long Stop Date. If, despite such reasonable efforts, any of those Conditions have not been satisfied by the right date agreed by the parties then each of such parties shall make all reasonable efforts to conduct achieve satisfaction of those Conditions as soon as practicable after that date and in any event not later than the Long Stop Date. 3.3 If, at any time, the Beneficial Owners, the Sellers or the Buyer becomes aware of a fact, matter or circumstance that might prevent a Condition from being satisfied, it shall immediately inform the other party in writing. 3.4 At any time on or before the Long Stop Date, the Buyer may waive a Condition set out in clause 3.1 by notice to the Sellers on any terms it decides. 3.5 At any time on or before the Long Stop Date, the Sellers may waive a Condition set out in clauses 3.1.3 and 3.1.7 by notice to the Buyer on any terms they decide. 3.6 If a Condition has not been waived by the Sellers or the Buyer, as the case may be, pursuant to clause 3.4 or 3.5 or has not been satisfied by the Long Stop Date this Agreement shall automatically terminate with immediate effect. Each party's further rights and obligations cease immediately on termination, but termination does not affect a party's accrued rights and obligations at the date of termination. The Deposit and the First Instalment paid to the Sellers (or any other payment made by the Buyer pursuant to clause 2.5 of this Agreement) shall be returned in full to the Buyer within Ten (10) Business Days upon this Agreement being automatically terminated pursuant to this clause. Any costs or expenses incurred under the due diligence review investigation and issuance of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered technical reports in connection herewith, then MOT may terminate this Agreement, with the transaction as contemplated herein shall be equally borne by the Sellers on one hand and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to Buyer on the foregoingother hand.

Conditions. 4.1 The obligations Investor’s obligation to fund the Commitment shall be subject to (i) the execution and delivery of the PartiesAcquisition Agreement by the Seller, respectively(ii) satisfaction or waiver of each of the conditions to Purchaser’s obligations to effect the Closing set forth in Sections 5.1 and 5.2 of the Acquisition Agreement (in each case, other than any conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions), (iii) the substantially contemporaneous funding of each of the Co-Investor Equity Investments in accordance with its terms, (iv) the substantially contemporaneous funding of the Debt Financing in accordance with its terms and (v) the substantially simultaneous consummation of the Closing in accordance with the terms of the Acquisition Agreement. Each of Investor and Purchaser shall use its reasonable best efforts to enter into a more detailed instrument or agreement (the “Equity Securities Instrument”) with respect to the Equity Securities that is consistent with the terms and conditions of the Equity Term Sheet as contemplated by this Agreementpromptly as reasonably practicable after the date hereof; provided, are in all respects conditional upon the following matters: however, that (a) Each Party being given full access to all entry into the relevant records relating Equity Securities Instrument by Investor and Purchaser is not a condition to the other Parties. The Parties agree that they, Investor funding the Commitment and their representatives shall not disclose any information so furnished without the consent of the furnishing Party; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect Equity Securities Instrument is not entered into by the rights of MOT hereunder, or under any agreement executed and delivered in connection herewithClosing, then MOT may terminate this AgreementInvestor shall fund the Commitment at Closing, and thereupon Investor and Purchaser agree that the provisions of Clause 2.10 Equity Term Sheet shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments constitute the legally binding agreement between Investor and otherwise undertake such operations as necessary to give effect Purchaser with respect to the foregoingEquity Securities. If Investor and Purchaser have not entered into the Equity Securities Instrument by the date that is 30 days after the Closing, then Investor and Purchaser shall submit (and, if either Investor or Purchaser fails to join such submission, the other may independently submit) any remaining unresolved or otherwise undecided terms of the proposed Equity Securities Instrument for decision and final resolution to binding arbitration to the exclusion of any courts of law, with such arbitration conducted by the American Arbitration Association in accordance with the then most current version of its commercial arbitration rules; provided, that the foregoing shall not prejudice any right of a party to seek an order compelling arbitration. Each of Investor and Purchaser shall use best efforts to negotiate in good faith with all deliberate speed a binding agreement for the long-term guaranteed supply of NAND flash memory products from Toshiba Memory Corporation to Investor.

Conditions. 4.1 Mutual Conditions 5.1 The respective obligations of Silvermex and Genco to complete the Parties, respectively, as transactions contemplated by this Agreement, herein are in all respects conditional upon subject to the fulfillment of the following mattersconditions at or before the Effective Time or such other time as is specified below: (a) Each Party being given full access to all the relevant records relating Interim Order shall have been granted in form and substance satisfactory to the other Parties. The Parties agree that theyparties hereto, acting reasonably, and their representatives shall not disclose any information so furnished without have been set aside or modified in a manner unacceptable to the consent of the furnishing Partyparties hereto, acting reasonably, on appeal or otherwise; (b) There not being any objection put forward the Arrangement and, if required, all other material transactions contemplated herein or necessary to complete the Arrangement, with or without amendment, shall have been approved at the Silvermex Meeting by any relevant authority the Silvermex Shareholders in connection accordance with the finality and purpose provisions of this Agreement the BCBCA, the Interim Order and the transactions contemplated hereinrequirements of the TSXV and any other applicable regulatory authority; (c) The completion the Arrangement and, if required, all other material transactions contemplated herein or necessary to complete the Arrangement, with or without amendment, shall have been approved at the Genco Meeting by the Genco Shareholders in accordance with the provisions of the agreements contemplated hereby, including BCBCA and the amendment requirements of Goltech's regulations, the TSX and any other organizational documents to reflect the matters stipulated hereinaboveapplicable regulatory authority; (d) No governmental agency the Final Order shall have been granted in form and substance satisfactory to the parties hereto, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (e) all filings made with the Registrar in connection with the Arrangement shall be in form and substance satisfactory to the parties hereto, acting reasonably; (f) there shall not be in force any Law, ruling, order or decree, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory body authority, that makes it illegal or any other person otherwise directly or organization having instituted any action, suit or investigation which indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof or otherwise challenges results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement which has, or could reasonably be expected to have, a Material Adverse Change or Effect on Silvermex or Genco; (g) the TSX shall have conditionally approved the listing thereon, subject to official notice of issuance, of the Genco Common Shares to be issued pursuant to the Arrangement (including the Genco Common Shares which are issuable in substitution of the Arcana Property Shares and the San ▇▇▇▇▇▇▇ Property Shares as well as those issuable upon the exercise of the Silvermex Options and the Silvermex Warrants), and the TSXV shall have, if required, accepted notice for filing of all transactions of Silvermex contemplated herein or necessary to complete the Arrangement, subject only to compliance with the usual requirements of the TSXV, as applicable; (i) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Arrangement, and (ii) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements (other than as contemplated in the Silvermex Disclosure Letter or the Genco Disclosure Letter), the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Material Adverse Change or Effect on Silvermex or Genco or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each party hereto; (i) the Genco Common Shares to be issued pursuant to the Arrangement will be exempt from registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof and the Genco Common Shares to be distributed pursuant to the Arrangement will not be subject to resale restrictions under the 1933 Act (other than as may be prescribed by Rule 144 or Rule 145 under the 1933 Act); (j) the Genco Common Shares to be issued pursuant to the Arrangement will be exempt from the prospectus requirements of applicable Canadian securities laws and will not be subject to a statutory hold period other than any hold period applicable to control persons; and (k) this Agreement shall not have been terminated pursuant to Part 7 hereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived by mutual consent of Genco and Silvermex in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.4 hereof, either party hereto may terminate this Agreement by written notice to the others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such rescinding party hereto. 5.2 The obligation of Silvermex to complete the transactions contemplated in this Agreement; or threatened herein is subject to take any action as a result of or in anticipation the fulfillment of the transactions contemplated in this agreement; following additional conditions at or proposed before the Effective Date or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement.such other time as is specified below: 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach (a) the representations and warranties set forth hereinmade by Genco in this Agreement which are qualified by the expression “Material Adverse Change or Effect” shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, reveal in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by Genco in this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), in either case, except where any material liabilities failures or breaches of Goloilrepresentations and warranties would not, Goltech either individually or Tetonin the aggregate, in the reasonable judgment of Silvermex, have a Material Adverse Change or Effect on Genco, and Genco shall have provided to Silvermex a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Change or Effect as at the Effective Date. No representation or warranty made by Genco hereunder shall be deemed not to be true and correct if the facts or circumstances which make such representation or warranty untrue or incorrect are disclosed or referred to in the Genco Disclosure Letter, or matters that materially adversely affect provided for or stated to be exceptions under this Agreement; (b) from the rights date of MOT hereunderthis Agreement to the Effective Date, there shall not have occurred, and Genco or any of the Genco Material Subsidiaries shall not have incurred or suffered, any one or more changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or under could reasonably be expected to have, a Material Adverse Change or Effect on Genco (excluding any agreement executed change, effect, event, occurrence or state of facts that is specifically referred to in the Genco Disclosure Letter); (c) Genco shall have complied in all material respects with its covenants herein and delivered Genco shall have provided to Silvermex a certificate of two officers thereof certifying that, as of the Effective Date, Genco has so complied with its covenants herein; and (d) the Genco Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Genco to permit the consummation of the Arrangement. The foregoing conditions are for the benefit of Silvermex and may be waived, in connection herewithwhole or in part, then MOT by Silvermex in writing at any time. If any of such conditions shall not be complied with or waived by Silvermex on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.4 hereof, Silvermex may terminate this AgreementAgreement by written notice to Genco in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Silvermex. 5.3 The obligation of Genco to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Date or such other time as is specified below: (a) the representations and warranties made by Silvermex in this Agreement which are qualified by the expression “Material Adverse Change or Effect” shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and thereupon all other representations and warranties made by Silvermex in this Agreement which are not so qualified shall be true and correct in all material respects as of the provisions of Clause 2.10 shall apply Effective Date as if MOT had breached made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), in either case, except where any failures or breaches of representations and warranties would not, either individually or in the aggregate, in the reasonable judgment of Genco, have a Material Adverse Change or Effect on Silvermex, and Silvermex shall have provided to Genco a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Change or Effect on the Effective Date. No representation or warranty made by Silvermex hereunder shall be deemed not to be true and correct if the facts or circumstances which make such representation or warranty untrue or incorrect are disclosed or referred to in the Silvermex Disclosure Letter, or provided for or stated to be exceptions under this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect ; (b) from the date of this Agreement to the foregoingEffective Date, there shall not have occurred, and Silvermex or any of the Silvermex Material Subsidiaries shall not have incurred or suffered, any one or more changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or could reasonably be expected to have, a Material Adverse Change or Effect on Silvermex (excluding any change, effect, event, occurrence or state of facts that is specifically referred to in the Silvermex Disclosure Letter); (c) Silvermex shall have complied in all material respects with its covenants herein and Silvermex shall have provided to Genco a certificate of two officers thereof certifying that, as of the Effective Date, Silvermex has so complied with its covenants herein; and (d) the Silvermex Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Silvermex to permit the consummation of the Arrangement. The foregoing conditions are for the benefit of Genco and may be waived, in whole or in part, by ▇▇▇▇▇ in writing at any time. If any of such conditions shall not be complied with or waived by Genco on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to §5.4 hereof, Genco may terminate this Agreement by written notice to Silvermex in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Genco.

Conditions. 4.1 The obligations of the Parties3.1 Subject to clause 3.2, respectively, as contemplated by this Agreement, are in all respects Completion is conditional upon the following mattersfulfilment of each of the Conditions as follows: (a) any waiting period applicable to the transfer of Shares contemplated by this agreement under the HSR Act having been terminated or expired; and (b) FAS Approval of the transfer of Shares contemplated by this agreement. 3.2 The Conditions contained in clause 3.1 may only be waived by both the Seller and the Buyer agreeing to such waiver in writing. 3.3 The Buyer undertakes to use its best endeavours to procure the fulfilment of the Conditions set out in clause 3.1 as soon as possible and in any event by no later than the Conditions Long Stop Date. 3.4 Each Party being given full access of the parties agrees that it shall, and the Seller agrees that upon a request from the Buyer it shall procure that the Target Group shall, promptly co-operate with, and provide all necessary information and other assistance reasonably required by such other party in connection with the satisfaction of the Conditions, including for the purposes of the provision of such information to any Governmental Authority as shall be necessary in connection with the satisfaction of the Conditions. 3.5 Without prejudice to the generality of the Buyer’s obligations under clauses 3.3 and 3.4, subject to clause 3.6, the Buyer shall be primarily responsible for preparing the clearance applications and filings contemplated or required to be made to obtain all consents, approvals or authorisations of any Governmental Authority which are required in order to satisfy or fulfil the Conditions and shall, as soon as possible after the date of this agreement, take all steps necessary to obtain such consents, approvals or authorisations including: (a) preparing and submitting to all relevant Governmental Authorities as soon as practicable after the relevant records relating to the other Parties. The Parties agree that they, date of this agreement and their representatives shall not disclose in any information so furnished without the consent event within five Business Days of the furnishing Partydate hereof, all documents, registrations, statements, petitions, filings, applications and other information which are to be prepared and filed in order to satisfy the Conditions and making payment of any filing fees assessed by any Governmental Authorities in connection therewith; (b) There not being entering into (and procuring that no member of the Buyer’s Group enters into) any objection put forward by any relevant authority in connection with other agreement or arrangement which may delay, impede or prejudice the finality and purpose fulfilment of this Agreement and the transactions contemplated hereinConditions; (c) The completion as soon as reasonably practicable providing the Seller with notification (and, where in writing, a copy) of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove;any material communication (whether written or oral) received from any Governmental Authority; and (d) No governmental agency providing the Seller (or regulatory body advisers nominated by the Seller) with: (i) a reasonable opportunity to review and comment on any drafts of notifications and communications proposed to be submitted to any Governmental Authority before they are so submitted; (ii) the opportunity to participate in all material meetings, conference calls or other discussions relating to the satisfaction of the Conditions (save to the extent that (1) such Governmental Authority expressly requests that the Seller shall not attend or be represented, or (2) such meetings or discussions are of a confidential nature to the Buyer); and (iii) final submissions to any Governmental Authority as soon as reasonably practicable after being sent (save that business secrets of the Buyer and other confidential material may be redacted to the extent the Buyer acts reasonably in identifying such material for redaction); provided, further, however, that Buyer shall be solely responsible for the content of any substantive communications with any Governmental Authority to the extent it relates to the Buyer (and not the Seller’s Group or Target Group). 3.6 The Seller shall comply with clauses 3.5(a) (excluding in relation to obtaining the FAS Approval), 3.5(b) (excluding in relation to obtaining the FAS Approval), 3.5(c) and 3.5(d) mutatis mutandis in relation to its filing of its clearance application under the HSR Act and to obtain the FAS Approval as if references to the Buyer were references to the Seller (and vice versa). 3.7 Notwithstanding any other provision of this agreement, in complying with its obligations pursuant to this clause 3, the Buyer shall not in any circumstances (x) be required to restructure or divest the activities of any member of the Buyer’s Group or its own business, activities or assets or (y) offer or agree to provide any undertaking or commitment that relates to any member of the Target Group or any other person of their respective business, activities or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges assets. 3.8 The Buyer shall keep the completion and performance Seller advised of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation progress towards the satisfaction of the transactions contemplated Conditions and as soon as reasonably practicable after becoming aware of a fact or circumstance that might prevent the Conditions being satisfied each party shall inform the other of such fact or circumstance. 3.9 If all of the Conditions (save for those compliance with which has been waived in accordance with the terms of this agreement; ) have not been fulfilled on or proposed before the Conditions Long Stop Date this agreement shall terminate with effect from that date. 3.10 If this agreement terminates in accordance with clause 3.9 or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation is terminated in accordance with clause 5.5 then the obligations of the transactions contemplated by parties under this Agreement. 4.2 MOT agreement, other than under this clause 3.10 and its representatives under clauses 10, 11, 12 and 17 to 25 (inclusive) shall have automatically terminate save that the right to conduct a full due diligence review rights and liabilities of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton parties which have accrued prior to termination shall provide continue to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingsubsist.

Conditions. 4.1 The obligations obligation of the PartiesPurchasers to consummate the Closing is subject to the fulfilment of the following conditions (the “Purchaser Conditions”), respectivelyany of which may be waived by Purchaser 1: 4.1.1 Sale Company having issued and allotted new shares to Seller such that the total issued share capital of Sale Company shall at Closing be 1,000 or such other number as may be mutually agreed by the Parties (for the avoidance of doubt, all such issued and outstanding shares of Sale Company immediately prior to the Closing Date shall be deemed the Sale Shares under this Agreement); 4.1.2 Subject to Section 4.5, Seller having delivered to the Purchasers (i) the audited accounts of Sale Company for the financial year ended 31 December 2017 and for the six months ended 30 June 2018, each of which shall be covered by an unqualified opinion of one of the Big 4 Accountants that the financial statements of Sale Company give a true and fair view of the financial position, financial performance and cash flows of Sale Company as contemplated at and for the periods ending on the aforementioned dates (the “Audited Accounts”); and (ii) management accounts for the period from 1 July 2018 to the Closing Date (the “Management Accounts” and together with the Audited Accounts, the “Accounts”); 4.1.3 Seller and Sale Company having performed and complied with all obligations under this Agreement that are required to be performed or complied with by it on or before the Closing in all material respects; 4.1.4 all outstanding amounts under the Sale Company Note having been, at Seller’s sole discretion, repaid, capitalised and/or waived and all liability thereunder having been fully released by Seller; and 4.1.5 the Seller’s Warranties remaining true and correct as of the Closing Date as though made on such date in all material respects. 4.2 The obligation of Seller to consummate the Closing is subject to the fulfilment of the following conditions (the “Seller Conditions”, and together with Purchaser Conditions, the “Conditions”), any of which may be waived by Seller: 4.2.1 the Purchasers having performed and complied with all obligations under this Agreement that are required to be performed or complied with by each of them on or before Closing in all material respects; and 4.2.2 the Purchasers’ Warranties remaining true and correct as of the Closing Date as though made on such date in all material respects. 4.3 Purchaser 1 may, at any time, waive in whole or in part any of the Purchaser Conditions by written notice to the Seller and Seller may, at any time, waive in whole or in part any of its Seller Conditions by written notice to Purchaser 1. 4.4 Subject to Section 4.5, if, in respect of the Closing, Seller, on one hand, or the Purchasers on the other hand fail(s) to comply on the Closing Date with any obligation in Section 3.2 and/or Schedule G, the non-defaulting Party shall be entitled (in addition to and without prejudice to all other rights and remedies available, including the right to claim damages) by written notice to such defaulting Party to effect Closing so far as reasonably practicable having regard to the defaults which have occurred, or to fix a new date for Closing which is no later than reasonably necessary for such defaulting Party to remedy such default and in any event no later than thirty (30) calendar days following the original Closing Date, in which case the provision of Section 3.2 and/or Schedule G shall apply to the Closing as so deferred provided that such deferral may only occur once. 4.5 Notwithstanding anything to the contrary in this Agreement, are in if, on the Closing Date, Seller is unable to or fails to deliver the Accounts, Seller shall be entitled to, by written notice to Purchasers, to fix a new date for Closing, at its discretion, which is no later than reasonably necessary for Seller to deliver all respects conditional upon the following matters: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Party; Accounts and in any event no later than thirty (b30) There not being any objection put forward by any relevant authority in connection with calendar days following the finality and purpose of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated herebyoriginal Closing Date, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event provided that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT deferral may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingonly occur once.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects 3.1 Completion is conditional upon the following mattersupon: (a) Each Party being given full access the Purchaser having completed its due diligence (including without limitation, legal, financial and commercial aspects) in respect of the Group referred to all in Clause 3.3 below and the relevant records relating results of which are, in the absolute opinion of the Purchaser, satisfactory and acceptable to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing PartyPurchaser in all respects; (b) There the due execution of a share transfer agreement by the Vendors and the Purchaser's Nominees; (c) if so required, passing of necessary resolutions by shareholders of the Purchaser at a general meeting approving (i) this Agreement and the transactions contemplated herein and (ii) the allotment and issue of the Consideration Shares to the Vendors credited as fully paid; (d) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required under US securities laws or other relevant laws, regulations and rules in US in respect of this Agreement, the allotment and issue of the Consideration Shares and the transactions contemplated hereunder having been obtained by the Purchaser; (e) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required in respect of the sale and purchase of the Sale Interests and/or the change of control of the Company having been obtained from the relevant PRC governmental authorities, including but not being any objection put forward limited to the new business license for the Company; (f) the Purchaser having obtained a legal opinion issued by any relevant authority a lawyer (acceptable to the Purchaser) qualified to practice PRC securities laws (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in connection with respect of: (i) the finality legality and purpose validity of this Agreement and the transactions contemplated herein; (cii) The the completion of all necessary procedures and obtaining of all necessary approvals regarding the agreements contemplated hereby, including sale and purchase of the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveSale Interests; (diii) No governmental agency the appointment of Director(s) nominated by the Purchaser become effective; (iv) no change in the permitted scope business of the Company after the transfer of the Sale Interests; (v) all other matters reasonably requested by the Purchaser; (g) the Purchaser having obtained a legal opinion issued by a US legal counsel (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in respect of: (i) the legality and validity of this Agreement, allotment and issue of the Consideration Shares and the transactions contemplated herein; (ii) the completion of all necessary procedures and obtaining of all necessary approvals regarding the acquisition of the Sale Interests; and (iii) all other matters reasonably requested by the Purchaser; (h) the Purchaser having obtained a consent letter duly signed by all shareholders and person who has any direct or regulatory body indirect interest in the registered capital of the Company waiving their respective rights of pre-emption or any other person rights they may have in respect of the Sale Interests; (i) the due execution of a share transfer and pledge agreement by the Purchaser's Nominees and the Purchaser; (j) the Warranties and undertakings under this Agreement are true and accurate and are not misleading in any material aspects at Completion as if repeated at Completion and at all time between the date of this Agreement and the Completion. 3.2 The Vendors shall jointly and severally procure the fulfillment of the condition precedents mentioned in Clauses 3.1(e) above and shall keep -------------- the Purchaser fully informed of all their actions and efforts in connection with their obtaining the necessary consents, permits and approvals from the relevant regulatory authorities, including without limitation, providing the Purchaser immediately with all of their correspondence with these relevant regulatory authorities. 3.3 In relation to Clause 3.1 3.4 The Purchaser may at any time by notice in writing to the Vendors waive any of the conditions set out in Clause 3.1. If (a) any of the ----------- conditions set out in Clause 3.1 has not been satisfied (or organization having instituted as the case ---------- may be, waived by the Purchaser) on or before 5:00 p.m. on the Long Stop Date or such later date as the Purchaser may agree; or (b) the Purchaser is not satisfied with the results of the due diligence conducted according to Clause 3.3 and informs the Vendors in writing at ---------- any actiontime, suit or investigation which restrains, prohibits this Agreement shall cease and determine and the parties to this Agreement shall not have any obligations and liabilities hereunder save for any antecedent breaches of the terms hereof and save that all such reasonable out-of-pocket expenses properly incurred by the Purchaser in connection with the purchase of the Sale Interests or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate with the arrangements contemplated under this Agreement, Agreement shall be borne and thereupon paid by the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingVendors on demand.

Conditions. 4.1 The obligations effectiveness of this Amendment shall be subject to fulfillment of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following mattersconditions: (a) Each Party being given full access to all The Agent shall have received on the relevant records relating date hereof, in form and substance satisfactory to the other Parties. The Parties agree that theyAgent, the following: (i) a fully-executed original of this Amendment; (ii) evidence of the payment of all fees and amounts set forth in Exhibit A attached hereto; (iii) an opinion of outside counsel to the Lessee and the Guarantors, addressed to the Agent, the Owner Trustee and the Lenders and Holders, including without limitation (A) an opinion of such counsel with respect to noncontravention of the Citicorp Loan Documents and agreements under which the Senior Subordinated Notes have been issued, by this Consent Agreement, and their representatives shall the instruments and documents executed by the Lessee, Construction Agent and Guarantors in connection herewith, and (b) an opinion to the effect that the execution, delivery and performance of this Consent Agreement will not disclose affect the priority of any information so furnished without the consent Lien in favor of the furnishing PartyOwner Trustee or the Agent (on behalf of itself, any Lender or any Holder) that exists under the Operative Agreements (which opinion may be included in the opinion referred to in clause (iii)(A) above); (iv) a certificate of the Secretary or an Assistant Secretary of each of the Lessee and each Guarantor in such form as is reasonably acceptable to the Agent attaching and certifying as to (A) the resolutions of the Board of Directors of Lessee or such Guarantor (as the case may be) duly authorizing the execution, delivery and performance by Lessee or such Guarantor (as the case may be) of this Amendment and each of the other Operative Agreements delivered in connection with this Amendment to which such Lessee or Guarantor is or will be a party, (B) the fact that neither its certificate of incorporation nor its bylaws have been changed from the versions that were certified and delivered to the Agent on the Initial Closing Date (or if the certificate of incorporation has been changed, such certificate of incorporation certified as of a recent date by the Secretary of State of the State of its incorporation or, if the by-laws have been changed, such by-laws certified by the secretary of the Lessee or the applicable Guarantor), and (C) the incumbency and signature of persons authorized to execute and deliver on its behalf this Amendment and each of the other Operative Agreements delivered in connection with this Amendment to which such Lessee or Guarantor is a party; (v) a fully-executed original of an amendment to the Intercreditor Agreement between the Agent and Citicorp, in the form of Exhibit F attached hereto; (vi) a fully-executed original of the ▇▇▇▇▇▇▇ Intercreditor Agreement; (vii) the payment of $19,022.10, representing the prepayment of the July installment of the restructuring fee described in Section 5(f) of Amendment No. 7 (which fee is separate from and in addition to the Restructuring Fee described in this Amendment); (viii) an executed Fourth Modification to Mortgage and Seventh Amendment to Memorandum of Lease, dated as of July 12, 2002, in the form of Exhibit G attached hereto, acceptable to the Agent and the Owner Trustee; (ix) evidence satisfactory to the Agent and the Owner Trustee of the dissolution of Aviation Sales Finance Company, Aviation Sales Maintenance, Repair & Overhaul Company, Aero Hushkit Corporation and Aviation Sales SPS I, Inc.; (x) copies of the fully executed BofA Documents; (xi) copies of the fully executed ▇▇▇▇▇▇▇ Documents; (xii) a copy of the fully executed New Aviation Sales Credit Agreement, and all exhibits and schedules thereto; (xiii) any additional agreements, instruments or documents which it may reasonably request in connection herewith; (b) There not being any objection put forward by any relevant authority The correctness in connection with all material respects of the finality representations and purpose warranties of this Agreement the Owner Trustee, Construction Agent and the transactions contemplated hereinLessee contained herein and in each of the Operative Agreements; (c) The completion No material adverse change shall have occurred in the business, assets, management, operations, financial condition or prospects of the agreements contemplated herebyAviation Sales or any Guarantor or any Subsidiary of Aviation Sales since December 31, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove2001; (d) No governmental agency Since December 31, 2001, no permit, agreement, lease, or regulatory body license which, in the judgment of the Agent, is material to the business, operations or employee relations of Aviation Sales or any other person Guarantor or organization having instituted any actionSubsidiary of Aviation Sales, suit shall have been terminated, modified, revoked, breached, or investigation which restrainsdeclared to be in default, prohibits or otherwise challenges if breached or declared to be in default during such period, such breach or default shall have been cured or waived on terms satisfactory to the completion Agent and performance Lenders; (e) Lenders and Holders shall have reviewed all litigation pending or threatened against Aviation Sales or any Guarantor or any Subsidiary of Aviation Sales and determined to their satisfaction that no Material Adverse Effect will, or is reasonably likely to, result from the existence thereof; and (f) None of the transactions contemplated in this Agreement; or threatened to take any action members of Aviation Sales' Board of Directors as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibitDecember 31, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT 2000 (except ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and its representatives ▇▇▇▇▇▇ ▇▇▇▇▇▇), shall have the right to conduct a full due diligence review ceased acting as members of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets such Board of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingDirectors.

Conditions. 4.1 6.1. Conditions to Obligations of the Purchaser and the Company at Each Closing . The obligations of the Parties, respectively, as Purchaser and the Company to consummate the transactions contemplated by this Agreement, hereby to be consummated at each Closing are in all respects conditional upon subject to the satisfaction or waiver at or prior to the applicable Closing Date of each of the following mattersconditions: (a) Each Party being given full access to all no preliminary or permanent injunction or other Order by any Governmental Entity which prevents the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent consummation of the furnishing Partytransactions contemplated hereby shall have been issued and remain in effect (each party agreeing to use its reasonable best efforts to have any such injunction or Order lifted); (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose waiting period applicable to the consummation of this Agreement and the transactions contemplated hereinhereby under the HSR Act shall have expired or been terminated; (c) The completion of the agreements contemplated herebyno statute, including the amendment of Goltech's regulationsrule, and regulation or other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or Law shall have been enacted by any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation Governmental Entity which would prohibit, materially restrict prevent or materially delay implementation make illegal the consummation of the transactions contemplated by this Agreement; (d) any Consents, Filings and Approvals that are necessary for the consummation of the transactions contemplated by this Agreement shall have been made or obtained except where (i) the Company's failure to make or obtain such Consents, Filings and Approvals would not have a Material Adverse Effect or a material adverse effect on the Company's ability to perform its obligations under this Agreement or (ii) the Purchaser's failure to obtain such Consents, Filings and Approvals would not have a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement; and (e) no suit, claim, investigation, action or other proceeding shall be overtly threatened or pending against the Purchaser or the Company or any Subsidiary before any Governmental Entity which reasonably could be expected to result in the restraint or prohibition of any such party, or the obtaining of damages or other relief from any such party, in connection with this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby. 4.2 MOT and its representatives shall have the right 6.2. Additional Conditions to conduct a full due diligence review Obligations of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets Purchaser at Each Closing. The obligations of the businesses Purchaser to consummate the transactions contemplated hereby to be consummated at each Closing shall be subject to the satisfaction or waiver at or prior to the applicable Closing Date of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting each of the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach following additional conditions: (a) the representations and warranties of the Company contained in this Agreement shall have been true and correct in all respects at and as of the date they were made, and shall be true and correct in all respects at and as of such Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects (without regard to any qualifiers with respect to materiality or Material Adverse Effect set forth hereintherein) would have, reveal any in the aggregate, a Material Adverse Effect or would have, in the aggregate, a material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect adverse effect on the rights of MOT hereunder, or Company's ability to perform its obligations under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement; (b) the Company shall have performed, in all material respects, all of its obligations contemplated herein to be performed by the Company on or prior to such Closing Date; (c) from the date hereof through such Closing Date, there shall not have occurred, and thereupon be continuing, a Material Adverse Effect; (d) the provisions Series B Certificate of Clause 2.10 Designation with respect to the series of Preferred Shares to be issued at such Closing and as dividends on Preferred Shares of such series shall apply as if MOT had breached this Agreement. Thereuponhave been duly filed with the Delaware Secretary of State in accordance with the laws of the State of Delaware, each Party and such Series B Certificate of Designation shall take be in full force and effect; (e) the Conversion Shares issuable upon conversion of the Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants shall have been duly authorized and reserved for issuance; (f) with respect to the purchase of the Preferred Shares and Warrants by Holding at any Closing that occurs after the Initial Closing Date, the stockholders of Powertel, Inc. shall have approved the acquisition of Powertel, Inc. by VoiceStream Wireless Corporation and/or Deutsche Telecom AG; (g) the trading of the Common Stock shall not have been suspended by the SEC or the Nasdaq Stock Market or by any other automated quotation system on which the Common Stock is quoted or by any national securities exchange on which the Common Stock is listed; (h) the Series A Holder Approval and the Company Stockholder Approval shall have been obtained; (i) the Company shall have obtained the amendment of the agreements listed on Exhibit 6.2 (i) to the extent specified in such actionsExhibit; (j) except with respect to an Existing Stockholder Investment, deliver such instruments and otherwise undertake such operations as necessary to give immediately after giving effect to the foregoingissuance of Preferred Shares and Warrants to the Purchaser at such Closing, and assuming full convertibility and full exercisability of such Preferred Shares and Warrants, the Purchaser, together with all other Persons, if any, that are members of the same Ownership Group with respect to beneficial ownership of the Voting Stock, and assuming full convertibility and full exercisability of all Preferred Shares and Warrants beneficially owned by the Purchaser and all other members of such Ownership Group immediately prior to such Closing, shall not be the ultimate beneficial owner of more than 30% of the total voting power of the outstanding Voting Stock on a fully diluted basis, calculated pursuant to the Change of Control Test; and (k) the Company shall have delivered the following to the Purchaser: (i) an officer's certificate certifying as to the Company's compliance with the conditions set forth in clauses (a), (b) and (c) of this Section 6.2; (ii) a counterpart of the Registration Rights Agreement executed by the Company; (iii) the certificates and Warrants specified in Section 1.4; (iv) an opinion of the Company's independent counsel in substantially the form of, or as to substantially the matters set forth in, Exhibit 6.2(j)(iv); and (v) such other documents as may be required by this Agreement or reasonably requested by the Purchaser.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon 3.1 Completion shall be subject to the following mattersconditions being satisfied (or waived in accordance with Clause 3.2 (Conditions)) on or before the Long Stop Date: (a) Each Party being given full access to all the relevant records relating to passing at the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent EGM of the furnishing Partyordinary resolution to approve the Specific Mandate by the shareholders of the Company by way of poll in accordance with the Articles and the Listing Rules; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose of this Agreement listing of, and the transactions contemplated hereinpermission to deal in, the Conversion Shares having been granted by the Listing Committee of the Stock Exchange and such listing and permission not having been revoked on or prior to Completion; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveCFIUS Clearance having been received; (d) No governmental agency or regulatory body or any other person regulatory filings or organization approvals (as may be notified by the Investor to the Company together with reasonable evidence of the need for such regulatory filings or approvals) which may be required in connection with the Transaction having instituted been obtained; (e) (i) each of the Fundamental Warranties remaining true and accurate, and (ii) there being no breach of the Company Warranties that are not Fundamental Warranties that would or would be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect, in each case as at the date of this Agreement and when repeated at Completion and as if made at such time; (f) each of the Investor Warranties remaining true and accurate in all material respects as at the date of this Agreement and when repeated at Completion and as if made at such time; (g) the Company having complied in all material respects with all of its obligations under this Agreement that are required to be performed on or before Completion; (h) there not having been a change of control (as defined under the Takeovers Code) of the Company, other than a change of control where Legend Holdings Corporation and persons acting in concert with it ceases to be a controlling shareholder (as defined under the Takeovers Code) of the Company without there being a new controlling shareholder (as defined under the Takeovers Code) of the Company; (i) there not having been a suspension or limitation of trading in any actionof the Shares by the Stock Exchange or generally on the Stock Exchange for more than 15 consecutive trading days (except where such suspension is due to the pending clearance by the Stock Exchange or other regulators in Hong Kong of any announcement or circular in relation to the Transaction); (j) the MOP Agreement having been mutually agreed between the Investor and the Company (each acting reasonably) and entered into between the Investor and the Company within 120 days after the date of this Agreement (or such later date as may be extended by mutual written agreement of the Investor and the Company); and (k) the SDC Commercial Agreement having been mutually agreed between the Investor and the Company (each acting reasonably) and entered into between the Investor (or an Affiliate of the Investor) and the Company within 120 days after the date of this Agreement (or such later date as may be extended by mutual written agreement of the Investor and the Company), suit save, in each case, to the extent that the same is conditional only upon satisfaction or investigation which restrainswaiver of any of the Conditions in accordance with this Clause 3 (Conditions). 3.2 The Conditions set out in Clauses 3.1(e), prohibits 3.1(g) to 3.1(k) may be waived by the Investor at its sole discretion by written notice to the Company. The Condition set out in Clause 3.1(f) may be waived by the Company at its sole discretion by written notice to the Investor. 3.3 The Investor shall use reasonable endeavours (so far as lies within its powers), at its own cost, and subject to the Company’s compliance with Clause 3.4 to procure that the Conditions under Clauses 3.1(c), 3.1(d) and 3.1(f) are satisfied as soon as practicable and in any event no later than 6.00 p.m. on the Long Stop Date and shall not, and shall procure that none of its Representatives shall, take any action that could reasonably be expected to adversely affect the satisfaction of the Conditions. The Investor shall keep the Company duly informed of its progress towards obtaining fulfilment of such Conditions. 3.4 The Company shall, at the reasonable request of the Investor, promptly provide such cooperation to the Investor as may be reasonably required for procuring the satisfaction of the Regulatory Conditions, including without limitation, promptly providing to the Investor all information and documents reasonably required by the Investor to assist in making the Investor’s filings pursuant to this Clause 3 and applicable Law, and making any submissions and providing any such information as may be reasonably required by any Governmental Authority. 3.5 In relation to the satisfaction of the Conditions under Clauses 3.1(c) and 3.1(d), the Investor and the Company shall take such actions and agree to such requirements or conditions to mitigate any national security or other concerns as may be requested or required by CFIUS or other Governmental Authorities in connection with, or as a condition of, CFIUS Clearance or the other Regulatory Conditions, provided that neither the Investor nor the Company nor any of their respective Affiliates shall be required to agree to sell, divest, dispose of or hold separate any assets or businesses, or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; take or threatened commit to take any action as a result of that could reasonably be expected to have, individually or in anticipation the aggregate, a material adverse effect with respect to the ability of the transactions contemplated Investor, the Company or their respective Affiliates to retain or operate (i) in the case of the Company, the Group’s businesses, operations, product lines or assets; and (ii) in the case of the Investor and its Affiliates, their respective businesses, operations, product lines or assets, and the exercise of its full rights of ownership in the Company, in each case from and after the Completion Date. 3.6 The Company shall use reasonable endeavours (so far as lies within its powers), at its own cost, to procure that all of the Conditions under Clause 3.1 (other than Clauses 3.1(c), 3.1(d) and 3.1(f)) are satisfied as soon as practicable and in any event no later than 6.00 p.m. on the Long Stop Date and shall not, and shall procure that none of its Representatives shall, take any action that could reasonably be expected to adversely affect the satisfaction of the Conditions. 3.7 In relation to the satisfaction of the Conditions under Clauses 3.1(a) and 3.1(b), the Company undertakes to the Investor that: (a) it will (i) submit a circular which convenes the EGM as soon as possible after the circular is posted to the shareholders of the Company (the “EGM Circular”) to the Stock Exchange for vetting as soon as reasonably practicable and in any event within five Business Days after the date of this agreement; Agreement (or such period as otherwise agreed between the parties), (ii) use best endeavours to obtain the clearance of the EGM Circular from the Stock Exchange as soon as reasonably practicable, and (iii) post the EGM Circular to the shareholders of the Company as soon as reasonably practicable and in any event within five Business Days after its receipt of clearance of the EGM Circular from the Stock Exchange (or such period as otherwise agreed between the parties); (b) it will include in the EGM Circular a recommendation from the Board that the shareholders of the Company to vote in favour of the resolutions to be proposed at the EGM, which recommendation shall be not withdrawn at any time; (c) it will provide the Investor with drafts of all Public Disclosures at such times as will allow the Investor a reasonable opportunity to provide comments and for the Company to take account of any reasonable comments of the Investor (or enacted its Representatives) on such drafts prior to publication; (d) to the extent permitted by the applicable Laws, it will as soon as reasonably practicable provide the Investor with copies of any statute communication with the Stock Exchange or regulation which would prohibit, materially restrict or materially delay implementation of any other Governmental Authority with respect to this Agreement and/or the transactions contemplated by this Agreement; (e) the Public Disclosures shall not be published without obtaining the prior consent of the Investor (not to be unreasonably withheld or delayed); and (f) it will provide the Investor with evidence promptly following satisfaction of the Conditions under Clauses 3.1(a) and 3.1(b) respectively. 4.2 MOT and its representatives 3.8 If at any time the Investor or the Company becomes aware of any event, circumstance or condition that would be reasonably likely to prevent a Condition being satisfied it shall have forthwith inform the right to conduct a full due diligence review other party. 3.9 Each party shall notify the other promptly upon it becoming aware that any of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets Conditions have been satisfied. 3.10 If any of the businesses of GoltechConditions are not satisfied (or waived in accordance with Clause 3.2 (Conditions)) by 6.00 p.m. on the Long Stop Date, Goloil this Agreement shall cease to have effect immediately except for the Surviving Provisions and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide any rights or liabilities that have accrued prior to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingtime.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects Agent hereunder shall be conditional upon the following mattersAgent receiving, and the Agent shall have the right on the Closing Date on behalf of Subscribers for Offered Securities to withdraw all Subscription Agreements delivered and not previously withdrawn by Subscribers unless the Agent receives, on or before each Closing Date: (a) Each Party being given full access favourable legal opinions of the Corporation’s counsel addressed to all the relevant records Agent and the Subscribers, in form and substance reasonably satisfactory to the Agent, with respect to such matters as the Agent may reasonably request relating to the other Parties. The Parties agree offering of the Offered Securities, as applicable, including, without limitation, that: (i) the Corporation has been duly incorporated in Delaware, is validly subsisting and has all requisite corporate power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business in Delaware; (ii) the Corporation has full corporate power and authority to enter into this Agreement, the Agent’s Warrants and the Subscription Agreements and this Agreement, the Subscription Agreements and the Agent’s Warrants have been duly authorized by the Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms subject to normal qualifications including those relating to creditors’ rights generally and except that theyrights to indemnity may be limited by applicable law; (iii) the execution and delivery of this Agreement, the Agent’s Warrants, and their representatives shall not disclose any information so furnished without the consent Subscription Agreements, and the fulfilment of the furnishing Partyterms hereof and thereof by the Corporation, and the performance of and compliance with the terms of this Agreement (including, without limitation, the grant of the Over-Allotment Option), the Agent’s Warrants and the Subscription Agreements by the Corporation do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, (i) any laws in the Province of Alberta; (ii) any term or provision of the articles or by laws of the Corporation, or (iii) so far as counsel is aware, any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which the Corporation is bound on the Closing Date, which might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation or the Corporation’s Subsidiaries (taken as a whole) or its properties or assets; (iv) all Applicable Securities Laws in connection with the creation, offering, issuance and sale of the Offered Securities and the creation, issuance and delivery of the Agent’s Warrants have been complied with; (v) in reliance upon a certificate of an officer of the Corporation, except as a result of any agreement to which the Corporation is not a party and of which the Corporation has no knowledge, the Flow-Through Shares, at the time of issuance, will be Flow-Through shares as defined in subsection 66(15) of the Act and will not constitute “prescribed shares” for purposes of Regulation 6202.1 of the Regulations of the Act; and additionally, relating to: (vi) the first trade in the Offered Securities (including any Over-Allotment Shares issuable upon exercise of the Over-Allotment Option) and the Common Shares received upon exercise of the Agent’s Warrants; and as to all other legal matters as the Agent or Agent’s counsel may reasonably request, including, compliance with Applicable Securities Laws in any way connected with the creation, issuance, sale and delivery of the Offered Securities, the first trade of the Offered Securities and the Common Shares issuable upon exercise of the Agent’s Warrants, being subject to a hold period, including a four month and a day hold period under Applicable Securities Laws in the Selling Jurisdictions (subject to the conditions provided for under the Resale Rules). It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than Alberta, British Columbia, Ontario or Québec and on certificates of officers of the Corporation and the auditors of the Corporation and the registrar and transfer agent of the Common Shares as to relevant matters of fact; (b) There not being any objection put forward a certificate of the Corporation dated the Closing Date, addressed to the Agent and the Agent’s counsel and signed on the Corporation’s behalf by any relevant authority in connection its Chief Executive Officer and Chief Financial Officer (or other senior officer of the Corporation acceptable to the Agent), certifying that: (i) the Corporation has complied with the finality and purpose satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Time, as if made at such time except for any increase in the number of issued Common Shares resulting from the exercise of stock options or share purchase warrants referred to in subparagraph 6(u) of this Agreement; (iii) no event of a nature referred to in subparagraphs 12(a), (b), (c) or (d) has occurred or to the knowledge of such officers is pending, contemplated or threatened, excluding with respect to subparagraphs 12(b), (c) and (d) of this Agreement any obligation to make a determination as to the Agent’s opinion; and (iv) the Corporation has made or obtained on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement, the offering and sale of the Offered Securities and the consummation of the other transactions contemplated hereinhereby (subject to completion of filings with certain regulatory authorities following the applicable Closing Date, and the Agent shall have no knowledge to the contrary; (c) The completion definitive certificates representing, in the aggregate, all of the agreements contemplated herebyOffered Securities, including issued on the amendment of Goltech's regulations, applicable Closing Date and other organizational documents registered in such name or names as the Agent shall notify the Corporation in writing not less than twenty-four (24) hours prior to reflect the matters stipulated hereinabove;each Closing Time; and (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance copies of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of Subscription Agreements delivered by the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of Agent and duly executed by the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. ThereuponCorporation, each Party shall take such actions, deliver such instruments in form and otherwise undertake such operations as necessary to give effect substance reasonably satisfactory to the foregoingAgent and the Agent’s counsel.

Conditions. 4.1 The obligations Prior to the termination or expiration of the Parties---------- Lease, respectivelythe Owner Participant shall not assign, convey or otherwise transfer any of its right, title or interest in and to this Trust Agreement, the properties of the Owner Trustee pledged or mortgaged as part of the Indenture Estate, the Participation Agreement or the Indemnity Agreement; provided, however, that the -------- ------- Owner Participant may after the Delivery Date convey to any one person (hereinafter in this Article 9 referred to as the "Transferee") all, but not less than all, of its right, title and interest in and to this Trust Agreement, the properties of the Owner Trustee pledged or mortgaged as part of the Indenture Estate, the Participation Agreement or the Indemnity Agreement, but only if (i) the Transferee is a Citizen of the United States (if and so long as such citizenship is required under the Act to permit the United States registration of the Aircraft (it being understood that the existence of any such requirement shall be determined without giving consideration to any provision of the Act (or any superseding statute) which permits United States registration of an Aircraft based on conditions which impose restrictions on the location and use of the Aircraft or otherwise restrict the ability of an air carrier to operate the Aircraft in the ordinary course of its business)), or shall use a voting powers trust or similar arrangement in order to hold the Trust Estate such that the Aircraft can be registered in the United States without imposing restrictions on the location or use of the Aircraft, the ability of an air carrier to operate the Aircraft in the ordinary course of its business or the ability of Lessee to exercise its rights under the Operative Documents, and has the requisite power and authority to enter into and carry out the transactions contemplated hereby, (ii) the Transferee enters into an agreement or agreements (such agreement to include representations and warranties (and, with respect to citizenship, to reflect whether or not the Transferee is making use of a voting powers trust or similar arrangement) substantially similar to those made by the original Owner Participant in the Participation Agreement as reasonably requested by the Indenture Trustee, including but not limited to, the representation and warranty contained in Sections 7(b)(iii), (iv) and (viii) of the Participation Agreement, assuming the truth of the representations, warranties and covenants contained in the Certificates, Sections 6(a)(xx) and 7(e) of the Participation Agreement, Section 10.06 of the Indenture and Section 6.06 of the Pass Through Agreement and to be accompanied by a favorable opinion of counsel with respect to the due authorization, execution, delivery and enforceability of such agreement and such other matters as may be reasonably requested), whereby the Transferee confirms that it shall be deemed a party to the Participation Agreement and a party to this Trust Agreement and agrees to be bound by all the terms of, and to undertake all of the obligations of, the Owner Participant making such conveyance contained in the Participation Agreement and this Trust Agreement to the extent of the right, title or interest being conveyed and, if not otherwise amenable to service of process in the State of New York, appoints CT Corporation System, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇, as contemplated by its agent for service of process in connection with the Participation Agreement and this Trust Agreement, are (iii) such conveyance does not violate any provision of the Act, or other law or regulation or create a relationship which would be in all respects conditional upon violation thereof, assuming the following matters: truth of the representations, warranties and covenants contained in Sections 6(a)(xx) and 7(e) of the Participation Agreement, Section 10.06 of the Indenture and Section 6.06 of the Pass Through Agreement and the Certificates, (aiv) Each Party being given full access the Transferee is not an employee benefit plan subject to all ERISA or an individual retirement account or a plan subject to Section 4975 of the relevant records relating to Code and (v) the other Parties. The Parties agree that theyTransferee is not, and their representatives shall not disclose any information so furnished without the consent of Lessee (which consent shall not be unreasonably withheld), an airline (or other commercial aircraft operator or Affiliate thereof) which is in direct competition with Lessee, and (vi) the furnishing Party; Transferee is (bA) There a bank, trust company, insurance company, pension trust, finance or leasing corporation or other corporation or financial institution, in each case with a combined capital and surplus or net worth, as the case may be, of at least $75,000,000 (a "Permitted Institution"), or (B) (i) a corporation which is a member of the same consolidated group for tax purposes as such original Owner Participant (a "Permitted Affiliate"), or (ii) a corporation which is the subsidiary of a Permitted Institution, under either case in this clause (B) the obligations of which are guaranteed by the original Owner Participant or a Permitted Institution, as the case may be, pursuant to a written guaranty together with a favorable opinion of counsel to the guarantor (such guaranty and opinion to be in form and substance reasonably satisfactory to Lessee, WTC and, so long as the Lien of the Indenture has not been released, the Indenture Trustee) unless such transferee corporation has a combined capital and surplus or net worth, as the case may be, of at least $75,000,000. Upon any such conveyance by the Owner Participant as above provided and as provided in Section 16 of the Participation Agreement, the Transferee shall be deemed an Owner Participant for all purposes of this Trust Agreement, and shall be deemed to have made that portion of the Commitment for the Aircraft previously made by the Owner Participant making such conveyance and represented by the interest being conveyed and each reference herein to the Owner Participant making such conveyance shall thereafter be deemed a reference to the Transferee for all purposes. If the Owner Participant shall make any objection put forward conveyance to a Transferee meeting the requirements of clause (A) or (B) above, the Owner Participant shall be released (except to the extent of any guaranty provided by it under clause (vi)(B) of the preceding paragraph) from all liabilities and obligations under this Trust Agreement and any relevant authority other Operative Document to the extent such liabilities and obligations arise after such transfer; provided that -------- the Owner Participant (and its Affiliates, successors, assigns, agents, servants, representatives, directors and officers) will continue to have the benefit of any rights or indemnities vested or relating to events prior to such transfer. Notwithstanding anything to the contrary contained in this Section 9.01, the merger or consolidation of the Owner Participant with any other corporation or association (the "New Corporation") shall not constitute an assignment, conveyance or transfer for purposes of this Section 9.01; provided, -------- however, the Owner Participant shall give notice as promptly as practicable to ------- the Owner Trustee, the Indenture Trustee, and Lessee of the consummation of the merger or consolidation, which notice shall be given, subject to any applicable securities laws, upon the earliest of (i) such information becoming publicly available, (ii) any action or consent by the Owner Participant or Lessee under the Operative Documents required in connection with such merger or consolidation, and (iii) the finality and purpose consummation of this Agreement and the transactions contemplated herein; (c) The completion such merger or consolidation; provided, however, that such merger or consolidation shall not cause any right, -------- ------- title or interest of the agreements contemplated herebyOwner Participant in and to this Trust Agreement, including the amendment properties of Goltech's the Owner Trustee pledged or mortgaged as part of the Indenture Estate, the Participation Agreement or the Indemnity Agreement to become an asset (within the meaning of ERISA and any applicable rules and regulations) of an employee benefit plan subject to Title I of ERISA or of an individual retirement account or a plan subject to Section 4975 of the Code. If the New Corporation is an airline operating regularly scheduled commercial jet passenger or cargo transport service on domestic United States routes or an Affiliate of such an airline and Lessee does not approve of the New Corporation as the Transferee of the Owner Participant, the Owner Participant and other organizational documents to reflect Lessee shall have the matters stipulated hereinabove; (d) No governmental agency or regulatory body or respective rights and obligations set forth in Section 16 of the Participation Agreement. All expenses in connection with any other person or organization having instituted such transfer shall be for the account of the Owner Participant. The Owner Participant may at any actiontime assign, suit or investigation which restrains, prohibits convey or otherwise challenges transfer any or all of its right, title or interest in and to the completion and performance residual value of the transactions contemplated in this Agreement; Aircraft (including without limitation a transfer of all or threatened a portion of (1) any net proceeds from a sale or re-lease of the Aircraft whether at the end of the Basic Term or the Renewal Term, if any, or pursuant to take any action provision of the Lease or otherwise or (2) the net proceeds received as a result of an Event of Loss or in anticipation an Event of Default) and any transferee thereof need not satisfy the requirements for a "Transferee" hereunder so long as the Owner Participant otherwise remains the holder of the transactions contemplated beneficial interest in this agreement; the Trust Estate. If there is more than one Owner Participant, no assignment, conveyance or proposed or enacted other transfer by an Owner Participant of any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities right, title or interest in and obligations. In to this Trust Agreement or the event that Trust Estate shall be valid unless each other Owner Participant's prior written consent is given to such due diligence reveals eventsassignment, circumstances, facts conveyance or other matters transfer, which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered consent may be withheld in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingother Owner Participant's sole discretion.

Conditions. 4.1 6.1 Conditions to the Obligations of Each Party. The obligations of the Parties, respectively, as Company and the Purchaser to consummate the transactions contemplated by this Agreement, Agreement are in all respects conditional upon subject to the satisfaction of the following mattersconditions: (a) Each Party being given full access to No Governmental Authority of competent authority or jurisdiction shall have issued any order, injunction or decree, or taken any other action, that is in effect and restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby; and (b) The parties shall have obtained or made all the relevant records relating consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by this Agreement. 6.2 Conditions to the other PartiesObligations of the Principals and the Company. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent obligations of the furnishing PartyCompany and the Principals to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following further conditions: (a) The Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing; (b) There not being any objection put forward by any relevant authority The representations and warranties of the Purchaser contained in connection with the finality and purpose of this Agreement shall have been true and correct when made and in all material respects at and as of the transactions contemplated hereintime of the Closing as if made at and as of such time (except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case it shall be true and correct as of such date); (c) The completion Company shall have received a certificate signed by the Purchaser to the foregoing effect; and (d) The Purchaser shall have delivered to the Company written instruments, in forms reasonably satisfactory to the Company, evidencing the Purchaser’s ability to pay by wire transfer of immediately available funds at least one (1) business day prior to the Closing, all funds necessary to satisfy the Purchaser’s obligations to the Company under Section 2.2 hereof. (e) Termination by the Company, prior to the Closing, of any contracts or agreements in existence (other than agreements with the Company’s transfer agent or which are transferred to the Operating Subsidiary) that the Buyer, in its sole discretion, determines should be terminated, and that such termination shall not result in any additional liability or cost to the Company. (f) The delivery to the Purchaser of all releases, novations, agreements with creditors and evidences of the agreements contemplated herebypayment, including with respect to the amendment Transferred Obligations (as defined below). (g) On or prior to the Closing Date, the Company shall cause, at its cost and expense, to have timely filed its federal and state income tax returns for the year ended August 31, 2009. (h) The Company shall have transferred all of Goltech's regulationsthe assets, business operations and contracts of its breast cancer detection business to the Operating Subsidiary, and the Operating Subsidiary shall have assumed, and be solely responsible for the payment of, all outstanding liabilities, obligations and indebtedness of the Company (“Transferred Obligations”), and indemnify the Company against all such Transferred Obligations. The Purchaser shall assist in preparing all agreements and other organizational documents documentation necessary to reflect create the matters stipulated hereinaboveOperating Subsidiary and to effect to transfer of the foregoing assets and obligations to the Operating Subsidiary (the “Transfer”). The Transfer shall be completed within two (2) business days following the execution of this Agreement. The Principals each shall have agreed to indemnify the Company for any liability, cost or expense actually paid by the Company for any Transferred Obligations. 6.3 Conditions to the Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following further conditions: (a) The Company shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing; (b) At least ten (10) days have expired since the filing of the Information Statement with the SEC, and any comments received from the SEC during such ten (10) day period have been responded to, or otherwise handled, to the mutual satisfaction of the Company and the Purchaser. (c) The representations and warranties of each Company contained in this Agreement shall have been true and correct when made and at and as of the time of the Closing as if made at and as of such time (except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case it shall be true and correct as of such date); (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges The Purchaser shall have received a certificate signed by each Company to the completion and performance foregoing effect; (e) The Shares being sold to the Purchaser hereunder for the Purchase Price shall represent 94.5% of the transactions contemplated issued and outstanding shares of the Company’s Common Stock on a Fully-Diluted Basis; (f) The Company shall have delivered to the Purchaser written instruments, in forms reasonably satisfactory to the Purchaser, evidencing the payment of the Company Closing Obligations, subject to the provisions of this Agreement; , as well as any additional liabilities or threatened to take obligations incurred by the Company since the date of this Agreement, including any action as a result of and all liabilities or obligations incurred by the Company in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of connection with the transactions contemplated by this AgreementAgreement (other than the Company Closing Obligation). 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.

Conditions. 4.1 The obligations effectiveness of the Parties, respectively, as contemplated by amendments set forth in Section 2 of this Agreement, are in all respects conditional upon Amendment is subject to the full and complete satisfaction of the following matters: conditions precedent (such date of satisfaction, the “Fourth Amendment Effective Date”): (a) Each Party the execution and delivery of this Amendment by Borrower, the Guarantors, the Lenders and the Collateral Agent; (b)the representations and warranties in Section 4 of this Amendment being given full access to true, complete and correct in all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose material respects (without duplication of any information so furnished without the consent materiality qualifier contained therein) as of the furnishing Party; date hereof and as of the Fourth Amendment Effective Date, except to 2 141565389 the extent that such representation or warranty expressly relates to an earlier date (bin which event such representations and warranties are true, complete and correct in all material respects (without duplication of any materiality qualifier contained therein) There not being any objection put forward by any relevant authority in connection with the finality and purpose as of this Agreement and the transactions contemplated herein; such earlier date); (c) The completion no Default or Event of the agreements contemplated hereby, including the amendment of Goltech's regulations, Default has occurred and other organizational documents is continuing (or would result after giving effect to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT Amendment and its representatives shall have the right to conduct a full due diligence review other Loan Documents, the Equity Documents and the ABL Documents); (d) the receipt in cash by the Secured Parties of the activitiespayment of all fees, accountscosts and expenses incurred thereby on or prior to the date of this Amendment that are required to be reimbursed pursuant to Section 2.9 and Section 6.3 of the Facility Agreement or Section 6 of this Amendment and all other fees, contractscosts and expenses incurred in connection with this Amendment (and the transactions contemplated hereby) by the Secured Parties (including, capitalin each case, payablesall reasonable attorneys’ fees of the Secured Parties and any estimates of post-closing fees, receivablescosts and expenses (including all reasonable attorneys’ fees) expected to be incurred by the Secured Parties in connection with this Amendment); (e) the receipt by the Collateral Agent and the Lenders of a fully executed copy of each of the ABL Documents in form and substance reasonably satisfactory to the Collateral Agent and the Lenders; (f) receipt by the Collateral Agent and the Lenders of a certificate from an authorized officer of each Loan Party Obligor in form and substance satisfactory to the Collateral Agent and the Lenders: (i) attesting to the resolutions of such Loan Party Obligor’s board of directors or equivalent governing body authorizing its execution, oil sales, production, exploration, assets, liabilitiesdelivery, and performance of this Amendment, the Amended Facility Agreement, the other facets Loan Documents and the ABL Documents, in each case to which it is a party, (ii) authorizing specific officers of such Loan Party Obligor to execute the same, attesting to the incumbency and signatures of such specific officers of such Loan Party Obligor, (iii)attesting to copies of each Loan Party Obligor’s Organizational Documents, as amended, modified, or supplemented to the date hereof, which Organizational Documents shall be (A) certified by an authorized officer of such Loan Party Obligor, and (B) with respect to Organizational Documents that are charter documents, certified as of a recent date (not more than thirty (30) days prior to the Fourth Amendment Effective Date) by the appropriate governmental official, (iv) attesting to certificates of status with respect to each Loan Party Obligor, dated within ten (10) days of the businesses Fourth Amendment Effective Date, such certificates to be issued by the appropriate officer of Goltechthe jurisdiction of organization of such Loan Party Obligor, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton which certificates shall provide to MOT a detailed list of its liabilities and obligations. In the event indicate that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered Loan Party Obligor is in connection herewith, then MOT may terminate this Agreementgood standing in such jurisdiction, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.3 141565389

Conditions. 4.1 The Underwriters' obligations to purchase the Underwritten Shares at the Closing Time is subject to the accuracy of the Parties, respectively, as contemplated by representations and warranties of the Corporation contained in this Agreement, are in all respects conditional upon both as of the date of this Agreement and as of each Closing Time, the performance by the Corporation of its obligations under this Agreement and the following mattersadditional conditions: (a) Each Party being given full access to all the relevant records relating Registration Statement shall have become effective under the 1933 Act prior to the other Parties. The Parties agree that theyClosing Date (or Over-Allotment Closing Date, as the case may be) or at such later time or on such later date as the Underwriters shall have agreed to in writing and their representatives shall not disclose any information so furnished without no stop order suspending the consent effectiveness of the furnishing PartyRegistration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the SEC and any request for additional information shall have been complied with; (b) There the Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date (or Over-Allotment Closing Date, as the case may be) in form and substance satisfactory to counsel to the Underwriters, addressed to the Underwriters and counsel to the Underwriters from counsel to the Corporation, DuMoulin Black (or, in the case of the opinions respecting matters in jurisdictions other than British Columbia, local counsel in such jurisdictions) regarding the following matters and such other matters as the Underwriters and their counsel may reasonably request: (i) that the Corporation and each of the Material Subsidiaries has been incorporated under the laws of its jurisdiction of incorporation and has not being been dissolved and has all requisite corporate power to conduct their respective businesses as described in the Prospectuses and, in the case of the Corporation, to enter into and carry out its obligations under this Agreement and to issue the Underwritten Shares; (ii) that the Corporation is the legal and beneficial owner, directly or indirectly, of all of the issued and outstanding shares of each of the Material Subsidiaries; (iii) that, subject to reasonable assumptions and qualifications, the execution and delivery of this Agreement, the fulfilment of the terms hereof, the grant of the Over-Allotment Option by the Corporation, the issue, sale and delivery on the Closing Date of the Underwritten Shares by the Corporation or the issue of the Additional Shares on the Over-Allotment Closing Date, as the case may be, do not and will not contravene any objection put forward laws of the Province of British Columbia or of Canada applicable therein and do not and will not conflict with or result in a breach of, and do not and will not create a state of facts which, after notice or lapse of time, or both, will result in a breach of any of the terms, conditions or provisions of the memorandum, articles or resolutions of the directors or shareholders of the Corporation; (iv) that all requisite corporate action has been taken by and on behalf of the Corporation to authorize the creation, issuance and sale of the Underwritten Shares; (v) that the authorized capital of the Corporation consists of 100,000,000 Common Shares of which 41,643,081 Common Shares are, and will be as of the Closing Date, issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation; (vi) that the Corporation and each of its Material Subsidiaries has all requisite corporate power and authority under the laws of the Province of British Columbia, the laws of the British Virgin Islands and the laws of Mexico, and is qualified to, carry on its business as presently carried on in such jurisdictions and in respect of the Corporation to carry out the transactions contemplated by the Final Prospectuses and any relevant Prospectus Amendment; (vii) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectuses and the Final Prospectuses and, if applicable, any Prospectus Amendment and the filing of such documents under the Canadian Securities Laws in each of the Qualifying Provinces; (viii) that the Corporation is a "reporting issuer" not in default within the meaning of the Securities Act (Ontario) and the Securities Act (British Columbia); (ix) that the Underwritten Shares have been duly authorized and validly issued by the Corporation and are outstanding as fully paid and non-assessable shares in the capital of the Corporation; (x) that the attributes of the Underwritten Shares, are consistent in all material respects with the descriptions thereof in the Prospectuses; (xi) that this Agreement has been duly authorized and executed by the Corporation and constitutes a legal, valid and binding obligation of the Corporation and is enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought; provided that such counsel may express no opinion as to the enforceability of the indemnity provisions and the contribution provisions hereof; (xii) that the Underwritten Shares are qualified investments under the Income Tax Act (Canada) and the Regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans and registered education savings plans; (xiii) that the form and terms of the certificates representing the Underwritten Shares meet all legal requirements under the Business Corporations Act (British Columbia) and the rules of the TSX and the form and terms of the certificates representing the Underwritten Shares used for the purposes of listing on the TSX and the American Stock Exchange have been duly approved by the Corporation; (xiv) that each of the Canadian Transfer Agent and the U.S. Transfer Agent has been duly appointed as the transfer agent and registrar for the Common Shares in, respectively, Canada and the United States; (xv) that no consent, approval, authorization or order, or filing with any court or public, governmental or regulatory agency or body is required for the execution, delivery and performance by the Corporation of this Agreement, or for the consummation by the Corporation of the offering contemplated hereby except as have been made or obtained under the Canadian Securities Laws; (xvi) that all documents have been filed and all requisite proceedings have been taken and all approvals, permits, consents and authorizations of the appropriate regulatory authorities under Canadian Securities Laws have been obtained by the Corporation to qualify the Underwritten Shares for distribution in each of the Qualifying Provinces through investment dealers or brokers registered under the applicable laws of the Qualifying Provinces who have complied with such applicable laws; (xvii) that the execution and delivery by the Corporation of this Agreement and the consummation by the Corporation of the transactions contemplated thereby, including the issuance and sale of the Underwritten Shares, will not constitute a violation of, or a breach or default under, the terms of any Material Contract; (xviii) the statements in the Final Prospectus under the heading "Canadian Federal Income Tax Considerations" constitute an accurate summary of the principal Canadian federal income tax considerations relating to the acquisition of Underwritten Shares pursuant to the offering; (xix) that the Underwritten Shares have been conditionally approved for listing by the TSX; and (xx) that nothing (excluding for the purpose of this subsection the financial statements and related schedules and notes thereto and other financial information; or data with respect to mineral resources and reserves contained or incorporated by reference therein upon the authority of an expert in the calculation of mineral resources and reserves, referred to or included therein or omitted therefrom, as to which such counsel need make no statement, has come to the attention of such counsel that would lead them to believe that the Final Prospectuses (including the material incorporated therein by reference) contained or contain an untrue statement of a material fact, within the meaning of the Securities Act (British Columbia), respecting the Corporation or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In giving the opinions contemplated above and the statement referred to in (xx) above, counsel may rely upon opinions of local counsel acceptable to it as to matters related to the Income Tax Act (Canada) and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of the Corporation's officers and certificates issued by securities commissions, public and stock exchange officials, other governmental agencies and the Corporation's registrar and transfer agent, and such opinions may be subject to usual qualifications and assumptions. In respect of opinions as to matters governed by the laws of provinces other than British Columbia or by the laws of countries other than Canada, such opinions shall be provided as stand-alone opinions of counsel from such other jurisdictions; (c) the Underwriters shall have received at the Closing Time an opinion of the Corporation's U.S. counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, dated the Closing Date (or Over-Allotment Closing Date, as the case may be) in respect of the following matters and such other matters as the Underwriters and their counsel may reasonably request: (i) the Corporation meets the general eligibility requirements for use of Form F-10; the Registration Statement has been declared effective; the Form F-X was filed with the Commission prior to the effectiveness of the Registration Statement; and to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened; (ii) assuming that the Canadian Preliminary Prospectus complies as to form in all material respects and has been prepared in accordance with the requirements of all applicable Canadian Securities Laws as interpreted and applied by the Canadian Securities Regulators, including, without limitation,: (A) that there are no documents, reports or other information that in accordance with the requirements of the Canadian Securities Regulators must be filed or made publicly available in connection with the offering of the Underwritten Shares that have not or will not prior to the effective date of the Canadian Final Prospectus have been so filed or made available; and (B) that, other than a form of this Underwriting Agreement, there were no publicly available documents filed with the Canadian Securities Regulators or any other Canadian regulatory authority in connection with the finality Canadian Final Prospectus: (x) the Registration Statement and purpose the U.S. Final Prospectus, as of this its respective effective or issue date (other than the financial statements and related schedules and notes thereto and other financial information, or data with respect to mineral resources and reserves contained or incorporated by reference therein upon the authority of an expert in the calculation of mineral resources and reserves, as to which such counsel need express no opinion) and the Form F-X, complied or comply as to form in all material respects with the applicable requirements of the 1933 Act; and (y) there is no material required to be filed as an exhibit to the Registration Statement by the 1933 Act which has not been so filed; (iii) the Underwritten Shares are duly listed, subject to official notice of issuance, on the American Stock Exchange; (iv) the information in the U.S. Final Prospectus under the heading "Certain United States Federal Income Tax Considerations", to the extent that it constitutes summaries of legal tax matters or legal conclusions, has been reviewed by such counsel and is correct in all material respects; (v) no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any United States court or governmental authority or agency (other than under the 1933 Act, which have been obtained, or as may be required under the securities or blue sky laws of the various states, as to which such counsel need express no opinion) is necessary or required in connection with the due authorization, execution and delivery of the Underwriting Agreement or for the offering, issuance, sale or delivery of the Underwritten Shares; (vi) the execution, delivery and performance of the Underwriting Agreement and the consummation of the transactions contemplated hereinin the Underwriting Agreement and in the Registration Statement (including the issuance and sale of the Underwritten Shares and the use of the proceeds from the sale of the Underwritten Shares as described in the U.S. Final Prospectus under the caption "USE OF PROCEEDS") do not and the compliance by the Corporation with its obligations under the Underwriting Agreement will not, whether with or without the giving of notice or lapse of time or both, result in any violation of the provisions of any United States federal law, statute, rule, regulation, judgment, order, writ or decree, known to such counsel, applicable to the Corporation or its subsidiaries of any United States federal government, United States federal government instrumentality or United States federal court having jurisdiction over the Corporation or any subsidiary or any of their respective properties, assets or operations in the United States; (cvii) The completion the Corporation is not required and, upon the issuance and sale of the agreements Underwritten Shares as herein contemplated herebyand the application of the net proceeds therefrom, including as described in the U.S. Final Prospectus, will not be required to register as an "investment company" under the United States Investment Company Act of 1940, as amended; (viii) nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement or any amendment of Goltech's regulations, thereto (except for financial statements and schedules and other organizational documents financial data; or data with respect to reflect mineral resources and reserves contained or incorporated by reference therein upon the matters stipulated hereinaboveauthority of an expert in the calculation of mineral resources and reserves, referred to or included therein or omitted therefrom, as to which such counsel need make no statement), at the time such Registration Statement or any such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the U.S. Final Prospectus or any amendment or supplement thereto (except for financial statements and schedules and other financial data or data with respect to mineral resources and reserves contained or incorporated by reference therein upon the authority of an expert in the calculation of mineral resources and reserves included therein or omitted therefrom, as to which such counsel need make no statement), at the time the U.S. Final Prospectus was issued, or at the Closing Time, included or includes an untrue statement of a material fact or omitted 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; (d) No governmental agency the Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date (or regulatory body or any other person or organization having instituted any actionOver-Allotment Closing Date, suit or investigation which restrainsas the case may be) from the Underwriter's counsel, prohibits or otherwise challenges the completion and performance of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, with respect to matters related to the transactions contemplated in this Agreement; or threatened hereby reasonably requested by the Underwriters. In providing such opinion ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP shall be entitled to take any action rely on the opinions of local counsel as a result to matters governed by the laws of or in anticipation jurisdictions other than the laws of Canada and Ontario respectively, and as to matters of fact, on certificates of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibitCorporation's registrar and transfer agents, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT public and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, stock exchange officials and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.offic

Conditions. 4.1 The obligations of the PartiesSection 2.1 Conditions Period Buyer, respectivelyor its consultants, as contemplated by this Agreement, are in all respects conditional upon the following matters: (a) Each Party being given full access to all the relevant records relating shall commence due diligence with respect to the other Parties. The Parties agree that theyProperty upon Buyer's and Seller's execution hereof, and their representatives the due diligence period shall not disclose any information so furnished without expire at 5:00 p.m. (Dallas, Texas time) on the consent date that is forty-five (45) days following the date of execution hereof (the furnishing Party; (b) There not being any objection put forward by any relevant authority in connection with "Conditions Period"). During the finality and purpose of this Agreement and Conditions Period, Seller shall make the transactions contemplated herein; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents Property available to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT Buyer and its representatives agents, consultants and engineers for such inspections and tests as Buyer deems appropriate. Buyer, its agents, consultants and engineers, shall have the right to conduct a full due diligence review engineering and environmental inspections and surveys of the activitiesProperty, accountsincluding environment studies, contractssoils/boring tests, capitalremoval of small samples of soil, payablescarpet or similar samples, receivablesair tests or other tests as Buyer may reasonably deem necessary. Buyer, oil salesits agents and consultants, productionshall also have the right to inspect all books and records maintained by the Seller in connection with the Property, explorationincluding, assetswithout limitation, liabilitiesall Leases, agreements, surveys, title insurance policies, letters and proposals relating to the utilization of the Property. Due to the confidential nature of the sale transaction contemplated hereby, Buyer must notify Seller at least 24 hours before entering the Property and (i) if Seller reasonably objects to such entry at the time requested by Buyer, Buyer and Seller will agree on a mutually acceptable time for such entry, and other facets (ii) Seller shall have the right to accompany or have a representative of Seller accompany Buyer (at no cost to Buyer) on each such entry upon the Property. Buyer hereby agrees to (a) restore the Property to its previous condition promptly following the completion of each such inspection, and (b) indemnify and hold Seller harmless from and against all loss, cost or damage actually incurred by Seller arising out of actions taken at or in regard to the Property by Buyer or its agents, engineers or consultants. Notwithstanding anything to the contrary contained in this Agreement, Seller acknowledges that Buyer shall have the right, in its sole and absolute discretion, to terminate this Agreement on or before the expiration of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligationsConditions Period. In the event that such due diligence reveals eventsBuyer shall deliver to Seller on or before the end of the Conditions Period written notice of Buyer's election to terminate this Agreement pursuant to this Section 2.1, circumstances, facts the Deposit will be immediately returned to Buyer by the Title Company and neither party shall have any further rights or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT obligations hereunder, or under any agreement executed except as provided in this Section 2.1 and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingSection 6.1 below.

Conditions. 4.1 The obligations obligation of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon Bank to make the Loan is ---------- subject to the satisfaction of the following mattersconditions: (a) Each Party being given full access to all receipt by the relevant records relating to Bank from the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without Borrower of a duly executed counterpart of this Agreement signed by the consent of the furnishing PartyBorrower; (b) There not being any objection put forward receipt by any relevant authority in connection with the finality and purpose Bank of this Agreement and the transactions contemplated hereinduly executed Note; (c) The completion receipt by the Bank of an opinion, satisfactory to the agreements contemplated herebyBank, including of Mu▇▇▇▇▇, ▇▇▇▇▇▇ & Fa▇▇▇▇▇▇ LLP, counsel for the amendment Borrower, dated the Closing Date, substantially in the form of Goltech's regulationsExhibit D, and other organizational documents covering such additional matters relating to reflect the matters stipulated hereinabovetransactions contemplated hereby as the Bank may reasonably request and as shall be reasonably agreed to by the Borrower; (d) No governmental agency or regulatory body or any other person or organization having instituted any actionreceipt by the Bank of a certificate, suit or investigation which restrainsdated the Closing Date, prohibits or otherwise challenges substantially in the completion and performance form of Exhibit C hereto, signed by a principal officer of the transactions contemplated in this Agreement; or threatened Borrower, to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of effect that (i) no Default has occurred and is continuing on the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilitiesClosing Date, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach (ii) the representations and warranties set forth hereinof the Borrower contained in Article IV hereof are true in all material respects on and as of the Closing Date; (e) receipt by the Bank of a properly executed Securities Pledge Agreement and any other documents reasonably required by the Bank or required by law to properly perfect the Bank's interest in the Collateral; (f) the Collateral must be provided to the Bank on the Closing Date and be properly pledged to the Bank to secure this Loan and must be accompanied by a separate stock power duly executed in blank; (g) receipt by the Bank of all documents which the Bank may reasonably request relating to the existence of the Borrower, reveal any material liabilities the corporate authority for and the validity of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, the Note, any other matter relevant hereto, all in form and thereupon substance satisfactory to the provisions Bank, including without limitation a certificate of Clause 2.10 shall apply incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, substantially in the form of Exhibit E hereto, certifying as if MOT had breached to the names, true signatures and incumbency of the officer or officers of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items: (i) the Borrower's Certificate of Incorporation, (ii) the Borrower's Bylaws, (iii) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a Delaware corporation, and (iv) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Agreement. Thereupon, each Party shall take such actions, deliver such instruments the Note and otherwise undertake such operations as necessary the other Loan Documents to give effect to which the foregoingBorrower is a party.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects 3.1 Completion is conditional upon the following mattersupon: (a) Each Party being given full access the Purchaser having completed its due diligence (including without limitation, legal, financial and commercial aspects) in respect of the Group referred to all in Clause 3.3 below and the relevant records relating results of which are, in the absolute opinion of the Purchaser, satisfactory and acceptable to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing PartyPurchaser in all respects; (b) There the due execution of a share transfer agreement by the Vendors and the Purchaser's Nominees; (c) if so required, passing of necessary resolutions by directors of the Purchaser at a board meeting approving (i) this Agreement and the transactions contemplated herein and (ii) the allotment and issue of the Consideration Shares to the Vendors credited as fully paid; (d) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required under US securities laws or other relevant laws, regulations and rules in US in respect of this Agreement, the allotment and issue of the Consideration Shares and the transactions contemplated hereunder having been obtained by the Purchaser; (e) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required in respect of the sale and purchase of the Sale Interests and/or the change of control of the Company having been obtained from the relevant PRC governmental authorities, including but not being any objection put forward limited to the new business license for the Company; (f) the Purchaser having obtained a legal opinion issued by any relevant authority a lawyer (acceptable to the Purchaser) qualified to practice PRC securities laws (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in connection with respect of: (i) the finality legality and purpose validity of this Agreement and the transactions contemplated herein; (cii) The the completion of all necessary procedures and obtaining of all necessary approvals regarding the agreements contemplated hereby, including sale and purchase of the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveSale Interests; (diii) No governmental agency the appointment of Director(s) nominated by the Purchaser become effective; (iv) no change in the permitted scope business of the Company after the transfer of the Sale Interests; (v) all other matters reasonably requested by the Purchaser; (g) the Purchaser having obtained a legal opinion issued by a US legal counsel (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in respect of: (i) the legality and validity of this Agreement, allotment and issue of the Consideration Shares and the transactions contemplated herein; (ii) the completion of all necessary procedures and obtaining of all necessary approvals regarding the acquisition of the Sale Interests; and (iii) all other matters reasonably requested by the Purchaser; (h) the Purchaser having obtained a consent letter duly signed by all shareholders and person who has any direct or regulatory body indirect interest in the registered capital of the Company waiving their respective rights of pre-emption or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance rights they may have in respect of the transactions contemplated Sale Interests; (i) the due execution of a share transfer and pledge agreement by the Purchaser's Nominees and the Purchaser; (j) the Warranties and undertakings under this Agreement are true and accurate and are not misleading in any material aspects at Completion as if repeated at Completion and at all time between the date of this Agreement; or threatened to take any action as a result of or in anticipation Agreement and the Completion. 3.2 The Vendors shall jointly and severally procure the fulfillment of the transactions contemplated condition precedents mentioned in this agreement; or proposed or enacted Clauses 3.1(e) above and shall keep the Purchaser fully informed of all their actions and efforts in connection with their obtaining the necessary consents, permits and approvals from the relevant regulatory authorities, including without limitation, providing the Purchaser immediately with all of their correspondence with these relevant regulatory authorities. 3.3 In relation to Clause 3.1(a), the Vendors shall give and shall procure that the Purchaser and/or any statute or regulation which would prohibitpersons authorized by it in writing will be given such access to the premises and all books, materially restrict or materially delay implementation documents, title deeds, records, returns, approvals, correspondence and accounts of the transactions contemplated Company and all members of the Group and all such information relating to the Group as may be reasonably requested by this Agreement. 4.2 MOT or on behalf of the Purchaser to undertake and its representatives shall have the right to conduct a full due diligence review (including but without limitation, in all legal, financial and commercial aspects) against the Group and be permitted to take copies of any such books, documents, title deeds, records and accounts and that the directors and employees of all members of the activitiesGroup shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them. For the avoidance of doubt, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts shall not limit or other matters which breach otherwise qualify in any way the representations obligations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or Vendors under Clause 10. 3.4 The Purchaser may at any agreement executed and delivered time by notice in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect writing to the foregoingVendors waive any of the conditions set out in Clause 3.1. If (a) any of the conditions set out in Clause 3.1 has not been satisfied (or as the case may be, waived by the Purchaser) on or before 5:00 p.m. on the Long Stop Date or such later date as the Purchaser may agree; or (b) the Purchaser is not satisfied with the results of the due diligence conducted according to Clause 3.3 and informs the Vendors in writing at any time, this Agreement shall cease and determine and the parties to this Agreement shall not have any obligations and liabilities.

Conditions. 4.1 The obligations willingness of the PartiesAgent and the Lenders to amend the Credit Agreement and grant the foregoing consents, respectively, as contemplated by this Agreement, are in all respects conditional upon is subject to the following mattersconditions precedent and subsequent (in addition to the conditions set forth or referred to in SECTION II above): A. The Borrower shall have executed and delivered to the Agent (or shall have caused to be executed and delivered to the Agent by the appropriate persons) the following: 1. On or before the date hereof: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Party;This Amendment. (b) There not being any objection put forward The attached Joinder, duly authorized, executed and delivered by any relevant authority in connection with the finality and purpose of this Agreement and the transactions contemplated herein;Borrower's Subsidiaries. (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove;Contribution Agreement. (d) No governmental agency or regulatory body or True and complete copies of any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance stockholders' consents and/or resolutions of the transactions contemplated in this Agreement; board of directors or threatened to take any action as a result other governing body of or in anticipation each company (provided that delivery of the transactions resolutions from the Parent's board may be deferred until no later than January 6, 2001), authorizing the execution and delivery of this Amendment and the Acquisition Documents the execution and delivery of any and all other Documents contemplated hereby and all documents contemplated thereby, in this agreement; each case certified by the Manager or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation Secretary of the transactions contemplated by this Agreementappropriate Company, as appropriate. 4.2 MOT 2. Such other supporting documents and certificates as the Agent or its representatives counsel may reasonably request, within the time period(s) reasonably designated by the Agent or its counsel. B. The Agent and the Lenders shall have received the right favorable opinion of general counsel to conduct the Borrower, its Subsidiaries and the Parent as to the due authorization, execution and delivery of this Amendment and the other Documents, the enforceability thereof, the absence of conflict thereof with material contracts and such other matters as may be reasonably requested by the Agent. C. In consideration for the amendments and consents provided herein, the Borrower shall have paid (1) to CIBC, a full due diligence review non-refundable amendment fee of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities$54,625, and other facets (2) to the Agent, a non-refundable facility fee in the amount of the businesses of Goltech$61,125, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this AgreementCIBC's account, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon$225,000, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect for Bankers Trust Company's account. D. All legal matters incident to the foregoingtransactions hereby contemplated shall be reasonably satisfactory to the Agent's counsel.

Conditions. 4.1 The obligations 5.1 Closing shall be subject to the following Conditions being satisfied (or waived by the relevant party (as applicable)) save, in each case, to the extent that the same is conditional only upon satisfaction or waiver of any of the Parties, respectively, as contemplated by Conditions in accordance with this Agreement, are in all respects conditional upon Clause 5 or any of the following mattersTransaction Documents: (a) Each Party being given full access to all no Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the relevant records relating to effect of making the other Parties. The Parties agree that theyTransactions as illegal, and their representatives shall not disclose otherwise restraining or prohibiting consummation of such transactions or causing any information so furnished without the consent of the furnishing PartyTransactions contemplated hereunder to be rescinded following Closing thereof; (b) There not being any objection put forward by any relevant authority in connection with the finality Transaction Documents shall have been duly executed and purpose of this Agreement and the transactions contemplated herein;delivered; and (c) The completion no enactment or proposal of the agreements contemplated hereby, any legislation having occurred (including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (dany subordinate legislation) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay the implementation of the transactions contemplated by this AgreementTransactions. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review 5.2 The obligation of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets Seller to consummate the Closing is subject to the satisfaction or waiver of the businesses following as further conditions to Closing: (a) the passing of Goltechresolutions of the Board of Directors of the Purchaser approving the Transactions; (b) the Seller having received, Goloil and Teton for a period until 24 July 2000. Without limiting to its reasonable satisfaction, the foregoingInitial Deposit in accordance with Clause 4.1, Teton shall provide subject to MOT a detailed list Clause 4.2; (c) the Seller having received written confirmation, to its reasonable satisfaction, that the Deposit has been deposited in full into the Escrow Account in accordance with Clause 4.2; (d) the Purchaser having performed all material respects of all of its liabilities covenants and obligations. In agreements in this Agreement and the event that such due diligence reveals events, circumstances, facts or other matters which breach Transaction Documents required to be performed by the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or TetonPurchaser prior to Closing; and (e) no person having commenced, or matters that materially adversely affect threatened to commence, any proceedings or investigation for the rights purpose of MOT hereunder, prohibiting or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon otherwise challenging or interfering with the provisions Transactions. 5.3 The obligation of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary the Purchaser to give effect consummate the Closing is subject to the foregoingsatisfaction or waiver of the following as further conditions to Closing: (a) the passing of resolutions of the Board of Directors of the Seller approving the Transactions; (b) the closing, to the reasonable satisfaction of the Purchaser, of the Restructuring (except where any part of such Restructuring is contemplated to take effect upon Closing); and (c) the Seller having performed all material respects of all of its covenants and agreements in this Agreement and the Transaction Documents required to be performed by the Seller prior to Closing. 5.4 If at any time the Purchaser or the Seller becomes aware of any event, circumstance or condition that would be reasonably likely to prevent a Condition being satisfied it shall forthwith inform the other party. 5.5 Each party shall notify the other in writing promptly upon it becoming aware that any of the Conditions have been satisfied. 5.6 No party may rely on the failure of any Condition, as the case may be, to be satisfied to excuse such party’s obligation on consummate Closing if such failure was caused by such party’s (or its Affiliates’) breach of this Agreement or failure to satisfy the Conditions.

Conditions. 4.1 The obligations (a) Notwithstanding anything in this Agreement to the contrary, Buyer's obligation to purchase the Sacto Portfolio shall be subject to and contingent upon the satisfaction or waiver of the Partiesfollowing conditions precedent: (i) Buyer's inspection and approval, respectivelywithin the Inspection Period, of all physical, environmental, economic and legal matters relating to the Sacto Portfolio, pursuant to Sections 2.3 and 2.4 above; (ii) Buyer's receipt and approval, within the Inspection Period, of such tenant estoppel certificates and subordination agreements as contemplated Buyer and its lender may deem necessary; (iii) The willingness of Title Company to issue for each of the Properties constituting the Sacto Portfolio, upon the sole condition of the payment of its regularly scheduled premium, its American Land Title Association extended coverage Owner's Policy of Title Insurance [1970 Form] (the "Title Policy", or if separate policies are obtained for individual Properties, the "Title Policies"), with such endorsements as may have been requested by Buyer and agreed to by Title Company during the Inspection Period (collectively, the "Endorsements"), with such Title Policy insuring Buyer in the amount of the Purchase Price (or, in the case of individual policies, in the amount of the portion of the Purchase Price allocated to the applicable Property), that fee simple title to the Real Property is vested of record in Buyer on the Closing Date subject only to the printed conditions and exceptions of such policy and the Permitted Exceptions; and (iv) Seller's performance or tender of performance of all material obligations under this Agreement and the material truth and accuracy of Seller's express representations and warranties as of the date of this Agreement, are in all respects conditional upon as updated under the following matters: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent provision of the furnishing Party;Section 4.5 hereof. (b) There not being any objection put forward by any relevant authority Notwithstanding anything in connection with this Agreement to the finality contrary, Seller's obligation to sell the Sacto Portfolio shall be subject to and purpose contingent upon the satisfaction or waiver of the following conditions precedent: (i) Buyer's performance or tender of performance of all material obligations under this Agreement and the material truth and accuracy of Buyer's express representations and warranties as of the date of this Agreement and as of the transactions contemplated herein;Closing Date; and (cii) The completion satisfaction or Buyer's written waiver of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties conditions set forth hereinin subparagraphs (a)(i), reveal any material liabilities of Goloil(ii), Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed (iii) and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing(iv) above.

Conditions. 4.1 3.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional Purchaser shall and shall procure that his agents shall forthwith upon the following matters: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Party; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose signing of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence such review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, operations and other facets affairs of the businesses of Goltech, Goloil Company as it may reasonably consider appropriate and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton Vendor shall provide and procure the Company to MOT provide such assistance as the Purchaser or his agents may reasonably require in connection with such review so as to enable the review to be completed on or before 12:00 noon on the date falling 30 days from the date of this Agreement or such later date as the Vendor and the Purchaser may agree under Clause 3.3. 3.2 Completion is conditional upon: (1) the Purchaser being satisfied at its sole and absolute discretion with the results of the due diligence review to be conducted under Clause 3.1; (2) the Vendor's Warranties (save and except the Vendor's Schedule of Exceptions) remaining true and accurate in all respect; (3) the Vendor's Schedule of Exceptions having been delivered by the Vendor in a detailed list form reasonably satisfactory to the Purchaser as contemplated by Clause 6.10; (4) the Accounts having been delivered by the Vendor to the Purchaser; (5) the Vendor having delivered to the Purchaser a consolidated audited financial statements for the Company prepared in accordance with US Generally Accepted Accounting Principles for the period from the date of its liabilities incorporation until the Last Accounts Date and obligations. In such financial statements shall be in a form suitable for filing with the event that such due diligence reveals eventsU.S. Securities and Exchange Commission as required by Form 8-K promulgated under the Securities Act; (6) the parties to this Agreement having received all authorizations, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreementconsents, and thereupon approvals of governmental authorities and third parties that are necessary in order to complete the provisions transactions contemplated hereby; (7) the Parent Company and the Vendor having entered into a registration rights agreement in form and substance reasonably satisfactory to the parties to this Agreement pursuant to which the Parent Company shall grant to the Vendor certain rights with respect to the registration of the Purchase Consideration Shares; and (8) there being sufficient authorized capital stock of the Parent Company for the purpose of conducting the issue of the Purchase Consideration Shares on Completion. 3.3 If any of the conditions set out in Clause 2.10 3.2 has not been satisfied on or before 12:00 noon on the date falling 30 days from the date of this Agreement or such later date as the Purchaser and the Vendor may jointly agree, this Agreement shall apply as if MOT had breached cease and terminate (save and except Clause 10 which shall continue to have full force and effect) and none of the parties to this AgreementAgreement shall have any obligations and liabilities hereunder against or towards one another save for any antecedent breaches of the terms hereof. ThereuponSubject to the immediately preceding sentence in this Clause 3.3, each Party none of the parties hereto shall take such actionsany action against any of the other parties hereto to claim for damages or to enforce specific performance or any other rights, deliver such instruments remedies or relief following the cessation and otherwise undertake such operations as necessary to give effect to the foregoingtermination of this Agreement in accordance with this Clause 3.3.

Conditions. 4.1 3.1 The obligations sale and purchase of the PartiesBDE Business pursuant to this Agreement is subject to the satisfaction or waiver, respectivelyin accordance with this Clause 3, of each of the Conditions. 3.2 In order to ensure that the Regulatory Condition is satisfied: 3.2.1 the Buyer shall use best endeavours to satisfy, or procure the satisfaction of, the Regulatory Condition as contemplated expeditiously as possible, and in any event by the Long Stop Date and shall use best endeavours to file, or procure the filing of, each Pre-Merger Filing on completion of any necessary pre‑filing discussions with the relevant Governmental Authority and in any event no later than ten (10) Business Days in the applicable jurisdiction from the date hereof; 3.2.2 each of the Buyer and the Seller shall bear its own costs associated with complying with this AgreementClause 3.2, are including, in respect of the Buyer, the costs incurred by it in relation to the Pre-Merger Filing(s) required to be made pursuant to the Regulatory Condition; 3.2.3 without prejudice to Clauses 3.2.1 and 3.2.2, it is agreed that all respects conditional notifications to, discussions with and requests and enquiries from any Governmental Authority (or any other third party who undertakes a consultation process) shall be dealt with by the Buyer in full consultation with the Seller (provided that the Buyer shall not be required to provide the Seller with any information which it reasonably considers to be confidential, but any such information shall be provided by the Buyer’s advisors to the Seller’s advisors on a counsel-to-counsel basis) and the Seller shall co‑operate with the Buyer and provide the Buyer with all necessary information and assistance reasonably required by such Governmental Authority (or any other third party who undertakes a consultation process) upon being requested to do so by the following mattersBuyer, provided that the Seller shall not be required to provide the Buyer with any information it reasonably considers to be confidential but shall provide such information, if such information is reasonably required by any Governmental Authority in connection with the satisfaction of the Regulatory Condition, to such Governmental Authority directly, subject to such information being afforded confidential treatment reasonably satisfactory to the Seller and any information so provided shall also be provided by the Seller’s advisors to the Buyer’s advisors on a counsel-to-counsel basis; and 3.2.4 without limitation to Clauses 3.2.1 to 3.2.3 (inclusive), throughout the period during which the Transaction is being considered by any Governmental Authority: (a) Each Party being given full access the Buyer agrees to all the relevant records relating incorporate, in any communication (whether written or oral, and whether direct or via consultants or advisors) which it proposes to make or submit to any Governmental Authority (or any other third party who undertakes a consultation process) in relation to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent implementation of the furnishing PartyTransaction, any reasonable comments which the Seller makes to the Buyer prior to the Buyer making such communication; (b) There not being if any objection put forward by Governmental Authority (or any relevant authority in connection other third party who undertakes a consultation process) requests any meeting with the finality and purpose Buyer, the Buyer shall promptly notify the Seller sufficiently in advance of this Agreement such meeting and the transactions contemplated herein;Seller and its advisors shall be entitled to attend and make oral submissions at such meeting; and (c) to the extent that it becomes reasonably apparent to the Seller that the Regulatory Condition may not be satisfied unless the Buyer accepts conditions, obligations or modifications, the Buyer undertakes to accept such conditions, obligations or modifications. The completion Buyer agrees to inform the Seller immediately if any Governmental Authority indicates that any conditions, obligations or modifications may be necessary in order for the Buyer to satisfy the Regulatory Condition and agrees to update the Seller regularly on the progress of agreeing to any such conditions, obligations or modifications. 3.3 Subject to prior receipt by its relevant Affiliate(s) of all requisite opinions of the agreements contemplated herebyWorks Council (Conceil Du Travail) of each of its relevant Affiliate(s), including the amendment Seller shall use its best endeavours to procure the satisfaction of Goltech's regulationsthe Ressorts SPEC Condition as expeditiously as possible and in any event by the Long Stop Date. 3.4 If the Regulatory Condition or the Ressorts SPEC Condition has not been satisfied by the Long Stop Date, the Seller may, in its sole discretion, give notice to the Buyer that the Long Stop Date shall be a date no later than three (3) months from the Long Stop Date (such notice to be given by the Seller to the Buyer at least five (5) Business Days before the Long Stop Date). If so extended, references in this Agreement to the Long Stop Date shall be to the Long Stop Date as extended pursuant to this Clause 3.4. 3.5 The Seller and other organizational documents the Buyer may agree at any time in writing, to reflect the matters stipulated hereinabove;fullest extent permitted by Law, to waive the Regulatory Condition and/or the Ressorts SPEC Condition in whole or in part. The Buyer may at any time, to the fullest extent permitted by Law, waive the No MAC Condition in whole or in part. 3.6 The Buyer shall keep the Seller fully informed as to the progress towards the satisfaction of the Regulatory Condition and undertakes to provide copies of any written communications sent to, or received from, any Governmental Authority (d) No governmental agency or regulatory body or any other person third party who undertakes a consultation process) promptly upon dispatch or organization having instituted receipt (provided that the Buyer shall not be required to provide the Seller with any actioninformation which it reasonably considers to be confidential, suit but any such information shall be provided by the Buyer’s advisors to the Seller’s advisors on a counsel-to-counsel basis) and to disclose in writing to the Seller anything which shall or investigation which restrainsmay reasonably be expected to prevent the Regulatory Condition from being satisfied on or before the Long Stop Date, prohibits or otherwise challenges immediately upon such matter coming to the completion and performance notice of the transactions contemplated Buyer. 3.7 Subject to Clause 3.4, if Completion has not occurred on or prior to 11:59 p.m. on the Long Stop Date, either party may, in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibitits sole discretion, materially restrict or materially delay implementation of the transactions contemplated by terminate this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review 3.8 If this Agreement is terminated in accordance with Clause 3.7, all obligations of the activitiesparties under this Agreement shall end except for those expressly stated to continue to exist, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, provided that all rights and other facets liabilities of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton parties which have accrued before termination shall provide continue to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingexist.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following matters: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Party; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation consummation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right LOI will be subject to conduct the satisfaction of the following conditions: • Purchaser's satisfactory completion of a full due diligence review of Innovation, its business operations and the activitiesPurchased Assets; • Collaboration between the Innovation and Purchaser to establish a business plan and business model for the balance of 2023; • Innovation making available to Purchaser all information necessary for Purchaser to conduct its due diligence review, accountsincluding, contractswithout limitation, capitalfinancial information, payableson or before July 1, receivables2023; • Innovation obtaining all required corporate approvals, oil salesincluding, productionwithout limitation, explorationapproval of Innovation, assetsits members/shareholders and any other party required to approve under the pertinent governing documents; • The negotiation, liabilitiesexecution and delivery of the Definitive Agreement and any related agreements; • Satisfactory Non-Compete Agreement for Innovation (and any other principals or owners of Innovation, including, without limitation ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (3 years and in the states of Texas, South Carolina, and Arizona). With the exception, the principals are permitted to personally operate as CNIM providing services to surgeons or hospital facilities not working with Assure, with the intention of maintaining license requirement; • Innovation having conducted its operations only in the ordinary course of business and in compliance with applicable law; • The absence of any event that would reasonably be expected to have a material adverse effect on Innovation; • The receipt of required consents from third parties and governmental authorities, including, without limitation, all third-party consents required for contract assignments, vendor accounts and other facets similar business relationships Innovation relies on to conduct its business in the ordinary course; • Reasonable cooperation between Purchaser and Innovation regarding the allocation of the businesses Purchase Price; • Approval of Goltechany US regulatory bodies/agencies having authority over the Transaction; • Approval of the board of directors of AHC; • Approval by Purchaser and Purchaser, Goloil including, without limitation, all approvals required under the governing documents of Purchaser and Teton for a period until 24 July 2000. Without limiting the foregoingPurchaser; • Purchaser’s satisfactory review of Blue Cross Blue Shield, Teton shall provide to MOT a detailed list Cigna and United Health Care processes and procedures regarding claims, including, without limitation, payments and fulfilment; and • Purchaser’s negotiation of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities terms of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreementemployment with Key Personnel, and thereupon the provisions negotiation of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments service agreements with key service providers and otherwise undertake such operations as necessary to give effect to the foregoingfacility providers for post transaction services.

Conditions. 4.1 The obligations Consummation of the PartiesAcquisition is conditioned, among other things, upon certain conditions, including: a. Approval of the Acquisition by the boards of directors of the Company and Company. b. Negotiation and execution of a definitive Merger Agreement in acceptable form and substance to the Company and Buyer and the shareholders of the Company exchanging or contributing their shares of Common Stock for equity capital of Buyer pursuant to paragraph 1 above, including representations, warranties, covenants, agreements and conditions as may be mutually agreed to by the parties hereto and as are customarily set forth in agreements of this nature and subject, which Merger Agreement must be approved by the board of directors and stockholders of the Company. c. Completion of the due diligence investigations described in paragraph 4(b) below to the satisfaction of Buyer, its counsel and other advisors, provided that the Merger Agreement will not contain a due diligence condition as a condition to the closing of the Acquisition. d. Obtaining all third party and governmental approvals and consents, required for the Acquisition (including, without limitation, expiration or termination of the waiting period under the ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Improvements Act, if applicable). e. The availability of sufficient senior and subordinated mezzanine debt funds pursuant to financing commitments to enable Buyer to consummate the Acquisition, which financing commitments shall be on terms that are commercially reasonable. The financing is further discussed in paragraph 4(a) herein. f. Termination of existing employment agreements with ▇▇▇▇▇▇▇ ▇▇▇▇▇, Chairman of the Board and Chief Executive Officer of the Company ("▇▇▇▇▇"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President and Chief Operating Officer of the Company ("Semel"), payment of the change of control obligations due thereunder (provided that such payments shall not exceed $1.9 million to ▇▇▇▇▇ and $1.5 million to Semel) and negotiation and execution of new employment agreements with a term of three (3) years on terms satisfactory to Buyer and its counsel, provided that such new employment agreements with ▇▇▇▇▇ and Semel shall provide for compensation reductions of $289,586 and $171,836, respectively, from the annual compensation levels estimated to be paid in fiscal 1999 to ▇▇▇▇▇ and ▇▇▇▇▇, and Buyer entering into voting agreements with ▇▇▇▇▇ and Semel as contemplated by this Agreementin paragraph 3 below. g. There having been filed no material litigation or governmental proceeding seeking to enjoin or challenging, are or seeking damages in all respects conditional upon connection with, the following matters:Acquisition. (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Party; (b) h. There not being any objection put forward by any relevant authority in connection with the finality and purpose of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal occurred any material liabilities of Goloiladverse change in the Company's business, Goltech operating results, financial condition, properties or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingprospects.

Conditions. 4.1 The obligations effectiveness of the Parties, respectively, as contemplated by amendments set forth in Section 2 of this Agreement, are in all respects conditional upon Amendment is subject to the satisfaction on the date hereof of the following mattersconditions precedent: (a) Each Party being given full access to all the relevant records relating to execution and delivery of this Amendment by Borrowers, each other Loan Party, Agent and the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing PartyRequired Lenders; (b) There not being any objection put forward by any relevant authority the representations and warranties in connection with the finality and purpose Section 4 of this Agreement Amendment being true, correct and complete in all material respects (unless such representations and warranties are already subject to materiality or other qualifier, and in such event, in all respects) as of the transactions contemplated hereindate hereof (except to the extent that such representation or warranty expressly relates to an earlier date, in which event, as of such earlier date); (c) The completion no Default or Event of Default has occurred or is continuing, or would result after giving effect to the agreements transactions contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveby this Amendment; (d) No governmental agency the receipt in cash by the Secured Parties of the payment of all fees, costs and expenses incurred thereby on or regulatory body prior to the date of this Amendment that are required to be reimbursed pursuant to Section 6.3 of the Facility Agreement or any Section 5 of this Amendment and all other person or organization having instituted any actionfees, suit or investigation which restrains, prohibits or otherwise challenges the completion costs and performance of expenses incurred in connection with this Amendment (and the transactions contemplated hereby) by the Secured Parties (including, in this Agreement; or threatened to take any action as a result of or in anticipation each case, all attorneys’ fees of the transactions contemplated Secured Parties and any estimates of post-closing fees, costs and expenses (including all attorneys’ fees) expected to be incurred by the Secured Parties in connection with this agreementAmendment; provided that the Borrower’s obligation to pay (or proposed or enacted any statute or regulation which would prohibitreimburse the Agent and the Lenders for) all such attorney’s fees, materially restrict or materially delay implementation costs and expenses solely in respect of the transactions contemplated negotiation, execution and delivery of this Amendment from June 11, 2019 through the date of this Amendment this Amendment shall be capped at $[Redacted: cap amount]); and (e) the receipt by this Agreement. 4.2 MOT the Agent and its representatives shall have the right to conduct a full due diligence review Lenders of the activitiesall other documents, accountsagreements, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, instruments and other facets of information requested by the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts Agent or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingLender.

Conditions. 4.1 (1) Conditions Precedent to the Obligations of Lessor. The obligations ------------------------------------------------- obligation of Lessor to lease the Aircraft and the Aircraft Documents to Lessee is subject to the satisfaction on the Delivery Date of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following mattersconditions precedent set forth below: (ai) Each Party being given The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto and shall be in full access to all the relevant records relating to the other Parties. The Parties agree that they, force and their representatives shall not disclose any information so furnished without the consent of the furnishing Partyeffect: (A) this Lease Agreement; (bB) There not being the Initial Lease Supplement (to be delivered on the Delivery Date); (C) the Acceptance Certificate (to be delivered on the Delivery Date); and (D) the Trust Agreement. (ii) The Lessor shall have received the following, in each case in form and substance reasonably satisfactory to it: a copy of the certificate of incorporation of Lessee and a copy of the general authorizing resolutions of the board of directors (or executive committees) or other reasonably satisfactory evidence of authorization of Lessee certified as of the Delivery Date by the Secretary or an Assistant Secretary of Lessee, which authorize the execution, delivery and performance by Lessee of all the Operative Documents to which it is a party, together with such other documents and evidence with respect to Lessee as Lessor or its counsel may reasonably request in order to establish the consummation of the transactions contemplated hereby, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein set forth. (iii) All appropriate action required to have been taken prior to the Delivery Date by the Federal Aviation Administration or any objection put forward by any relevant authority governmental or political agency, subdivision or instrumentality of the United States in connection with the finality transactions contemplated hereby shall have been taken, and purpose all orders, permits, licenses, waivers, authorizations, exemptions and approvals of this Agreement and such entities required to be in effect on the Delivery Date in connection with the transactions contemplated herein;hereby shall have been issued, and all such orders, permits, licenses, waivers, authorizations, exemptions and approvals shall be in full force and effect on the date hereof and on the Delivery Date (no such orders, permits, licenses, waivers, authorizations, exemptions and approvals shall be issued on a temporary basis pending further review by the entity requiring such to be in effect). (civ) The completion of On the agreements contemplated herebyDelivery Date, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (dA) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth hereinof Lessee contained in Section 4(b) hereof shall be true and accurate as though made on and as of such date, reveal any material liabilities except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall be true and accurate on and as of Goloilsuch earlier date), Goltech or Teton(B) no event shall have occurred and be continuing, or matters would result from the lease of the Aircraft, which constitutes (or would, with the passage of time or the giving of notice or both, constitute) an Event of Default hereunder, and (C) no event shall have occurred that materially may reasonably be expected to adversely affect the rights ability of MOT hereunderLessee to perform its obligations under the Operative Documents. (v) Lessor shall have received an opinion from the General Counsel of Lessee, in form and substance satisfactory to it. (vi) Lessor shall have received a certificate signed by the President or any Vice President of Lessee certifying as to the matters with respect to such party specified in clause (iv) above. (vii) Lessor shall have received an independent insurance broker's report, and certificates of insurance, in form and substance reasonably satisfactory to Lessor, as to the due compliance with the terms of Section 11 and Exhibit F hereof relating to insurance with respect to the Aircraft. (viii) No action or proceeding shall have been instituted nor shall governmental action be threatened before any United States or foreign court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any United States or foreign court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin or prevent the completion and consummation of this Lease or the transactions contemplated hereby and thereby. (ix) No change shall have occurred after the date of execution and delivery of this Lease in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities which, in the reasonable opinion of Lessor, would make it a violation of a law or regulations for Lessor to execute, deliver and perform its obligations hereunder or under any agreement other Operative Document to which it is a party. (x) All proceedings taken in connection with the transactions contemplated hereby and by the Operative Documents and all documents and papers relating hereto and thereto shall be reasonably satisfactory to Lessor and its counsel, and Lessor and its counsel shall have received copies of such documents and papers as such Person may reasonably request, in connection herewith and therewith or as a basis for such counsel's closing opinion, all in form and substance satisfactory to Lessor and its counsel. (xi) The Purchase Agreement shall have been executed and delivered and Air Invest shall have delivered the Aircraft to Lessor in connection herewithaccordance with the terms thereof. (xii) The Aircraft shall be registered with the FAA in the name of the Lessor. (xiii) Lessor shall have received an opinion from ▇▇▇▇▇▇▇▇▇, then MOT may terminate this Agreement▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special FAA counsel, in form and substance satisfactory to it. (xiv) Prior to the Delivery Date, Lessee shall have provided to Lessor a written summary of the proposed Maintenance Program and such information reasonably requested by Lessor regarding the proposed Maintenance Program and the minimum equipment list required by the FAA, in each case, for the Aircraft (including, without limitation, evidence that the FAA has approved the Maintenance Program and such minimum equipment list), and thereupon Lessor shall have reviewed and approved such summary of the provisions proposed Maintenance Program and such minimum equipment list. (xv) Lessor shall receive from Lessee a good standing certificate from the Secretary of Clause 2.10 State of Colorado; (xvi) A precautionary Uniform Commercial Code financing statement shall apply have been executed, delivered and filed by the Lessee. The conditions specified in this Section 2(e)(1) are inserted for the sole benefit of Lessor and may be waived or deferred in whole or in part and with or without conditions by Lessor. If any of the said conditions are outstanding on the Delivery Date and Lessor (in its absolute discretion) nonetheless agrees to deliver the Aircraft to Lessee, Lessee shall ensure that such outstanding conditions are fulfilled within such time period as if MOT had breached this Agreement. Thereupon, each Party Lessor shall take reasonably select and Lessor shall be entitled to treat the failure of Lessee to perform such actions, deliver such instruments and otherwise undertake such operations outstanding conditions within the selected time period as necessary to give effect to the foregoingan Event of Default.

Conditions. 4.1 The obligations 3.1 Completion of the Parties, respectively, as contemplated by this Agreement, are in all respects sale and purchase of the Shares and the granting of the Call Options is conditional upon the following matterson: (ai) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent authorisation of the furnishing Partymanagement board of the Purchaser by its shareholders meeting for the ordinary shares included in the Securities Issue; (bii) There not being any objection put forward the authorisation of the management board of the Purchaser by any relevant authority in connection with its shareholders meeting for the finality and purpose purchase of this Agreement and the transactions contemplated hereinShares as required under art. 2: 98 of the Dutch Civil Code; (ciii) The completion the authorisation of the agreements contemplated herebymanagement board of the Purchaser by its shareholders meeting for the issue of the Option Shares, including should the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveCall Option be exercised; (div) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance obtaining of adequate financing for the purchase of the transactions contemplated Shares in a form and an amount satisfactory to the Purchaser and such financing continuing to be available up to Completion; (v) the delivery (▇▇▇▇▇▇▇▇) of all Shares to the Purchaser through the execution at Completion by each Seller of its respective Deed of Transfer pursuant to this Agreement; or threatened ; (vi) the delivery at Completion to take any action as a result of or in anticipation the Notary of the transactions contemplated Cash Purchase Price, together with any late payment interest accrued thereon in accordance with Schedule 2 “Interest”, if any; (vii) the approval from the agent security trustee under the EUR 730,000,000 senior facilities agreement dated 23 December 2003, as amended; (viii) by the time that all the Conditions under (i) through (iv) (inclusive), (vi) and (vii) are satisfied or waived, no event having occurred, which has, or would be likely to have after Completion, a material adverse effect on the financial condition or business of the Purchaser (as presently carried on); (ix) none of the following events taking place by the time that all the Conditions under (i) through (vii) (inclusive) are satisfied or waived: (A) a material breach of the Sellers’ Warranties coming to the notice of the Purchaser which breach is not remedied or waived as of the Completion Date; and (B) a Seller being in material breach of any obligation on its part under this agreementAgreement which, if that breach is capable of remedy, is not remedied to the Purchaser’s satisfaction within 5 Business Days of the Purchaser notifying that Seller that such breach must be remedied; and (C) any court or proposed competent authority having prohibited or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation suspended the consummation by the Purchaser of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review (x) none of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets following events taking place by the time that all the above Conditions under (i) through (vii) (inclusive) are satisfied or waived: (A) a material breach of the businesses Purchaser’s Warranties coming to the notice of Goltechthe Seller which breach is not remedied or waived as of the Completion Date; and (B) the Purchaser being in material breach of any obligation on its part under this Agreement which, Goloil and Teton for a period until 24 July 2000. Without limiting if that breach is capable of remedy, is not remedied to the foregoing, Teton shall provide to MOT a detailed list Sellers’ satisfaction within 5 Business Days of its liabilities and obligations. In the event Sellers notifying that Purchaser that such due diligence reveals events, circumstances, facts breach must be remedied; and (C) any court or other matters which breach competent authority having prohibited or suspended the representations and warranties set forth herein, reveal any material liabilities consummation by the Sellers of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate transactions contemplated by this Agreement. 3.2 Conditions 3.1(i), 3.1(ii), 3.1(iii), 3.1(iv), 3.1(v), 3.1(vii), 3.1(viii) and thereupon 3.1(ix) are for the provisions benefit of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments the Purchaser and otherwise undertake such operations as necessary to give effect (except for Conditions 3.1(ii) and 3.1(iii)) may be waived (either in whole or in part) by the Purchaser at any time by notice to the foregoingSellers. 3.3 Conditions 3.1(vi) and 3.1(x) are for the benefit of the Sellers and may be waived (either in whole or in part) by the Apollo Holders and the Bain Holders acting jointly at any time by notice to the Purchaser. 3.4 Each of the parties shall use reasonable endeavours to procure that the Conditions are satisfied on or before 8 April 2005. If the Conditions are not fulfilled or waived on or before that date: (i) except for this subclause, the Clauses headed “Confidentiality”, “Notices”, “Further Assurances”, “Assignments”, “Payments”, “General”, “Whole Agreement”,

Conditions. 4.1 3.1 The obligations of the PartiesParties to complete the Subscription pursuant to this Agreement shall be conditional upon the satisfaction or, respectivelyif applicable, as contemplated by waiver of the following conditions: 3.1.1 there not having occurred at any time before Completion, any event or circumstance which renders any of the Warranties untrue, inaccurate or misleading in any material respect; 3.1.2 there not having occurred at any time before Completion, any event or circumstance which renders any of the Investor Warranties untrue, inaccurate or misleading in any misleading respect; 3.1.3 the Share Split having been completed; 3.1.4 the shares of the Investor continuing to be listed on the Stock Exchange before Completion (save for any temporary suspension or halt in trading pending the release of an announcement in connection with this Agreement) and no Government Entity having raised, are or expressed any intention to raise, any objection to the listing status of such shares or having requested, or expressed any intention to request, any suspension or halt in the trading of such shares (save for any temporary suspension or halt in trading pending the release of an announcement in connection with this Agreement); 3.1.5 the Investor having complied in all respects conditional upon with the following matters: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent requirements of the furnishing Party; (b) There not being any objection put forward by any relevant authority Listing Rules and other Applicable Laws in connection with the finality and purpose of this Agreement and the transactions contemplated hereinhereunder, including any requirement to make announcement, issue circular and obtain shareholders’ approval, if applicable; (c) The completion of 3.1.6 all the agreements contemplated herebyauthorisations, including the amendment of Goltech's regulationsapprovals, consents, waivers and permits of, and other organizational documents to reflect filings with, Government Entities which are necessary for the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges entry into this Agreement and/or the completion and performance of the transactions contemplated in this Agreement; obligations hereunder or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingtransactions contemplated hereunder as required by Applicable Laws having been granted, received, obtained and completed; and 3.1.7 the Sale and Purchase Agreement having been entered into by the parties thereto, all conditions to completion thereof (other than the condition relating to the conditions to completion under this Agreement) having been satisfied or waived in accordance with its terms, and it not having been amended, varied, terminated, rescinded or cancelled at any time prior to Completion. 3.2 The Condition set out in Clause 3.1.1 may be waived in writing in whole or in part by the Investor. Each of the Conditions set out in Clauses 3.1.2 and 3.1.4 may be waived in writing in whole or in part by the Company. The Conditions set out in Clauses 3.1.3, 3.1.5, 3.1.6 and 3.1.7 may not be waived by any Party. 3.3 The Investor shall use its reasonable endeavours to procure the satisfaction and continued satisfaction of the Conditions set out in Clause 3.1 (other than the Condition set out in Clauses 3.1.1) as soon as practicable and in any event prior to the Longstop Date. The Company shall use its reasonable endeavours to procure the satisfaction and continued satisfaction of the Conditions set out in Clauses 3.1.1, 3.1.3, 3.1.6 and 3.1.7 as soon as practicable and in any event prior to the Longstop Date. 3.4 Each Party undertakes to give notice to the other Party of the occurrence of any event or circumstance that is likely to cause a Condition not to be satisfied prior to the Longstop Date as soon as practicable and in any event within five (5) Business Days after becoming aware of such event or circumstance.

Conditions. 4.1 The obligations (a) Notwithstanding anything in this Agreement to the contrary, Partnership's obligation to accept the Property shall be subject to and contingent upon the satisfaction of the Partiesfollowing conditions precedent on or before the Closing Date, respectivelyany or all of which may be waived by Partnership in its sole discretion: (i) The willingness of Title Company to issue its American Land Title Association extended coverage Owner's Policy of Title Insurance [1992 Form] (the "Owner's Policy"), insuring Partnership in the amount of $60,000,000 that title to the Real Property is vested of record in Partnership on the Closing Date, subject only to the standard printed conditions and exceptions of such policy and to the Permitted Exceptions; (ii) Contributor's execution and delivery of the Lease on the Closing Date; (iii) All of the representations and warranties of Contributor contained in this Agreement shall be true and correct in all material respects as contemplated by of the Closing Date; (iv) The physical condition of the Real Property shall be in as good a condition substantially on the Closing Date as on the date of this Agreement, are in all respects conditional upon the following matters:construction progress, reasonable wear and tear excepted; (av) Each Party being given full access No proceeding shall have been commenced against Contributor under the federal Bankruptcy Code or any state law for relief of debtors; (vi) Partnership shall have obtained the Construction Financing on rates and terms acceptable to all Partnership and Contributor, in their reasonable discretion; the relevant records relating Title Company shall be prepared to issue any title policy required by the other Parties. The Parties agree that theylender under the Construction Financing ("Lender"), including any endorsements to said policy; and their representatives funding under the Construction Financing shall not disclose any information so furnished without close simultaneously with the consent of the furnishing Party;Closing. (b) There not being any objection put forward by any relevant authority Notwithstanding anything in connection with the finality and purpose of this Agreement to the contrary, Contributor's obligation to transfer the Property shall be subject to and contingent upon the transactions contemplated hereinsatisfaction of the following conditions precedent on or before the Closing Date, any or all of which may be waived by Contributor in its sole discretion: (i) The satisfaction or Partnership's written waiver of the condition set forth in Section 3.1 (a)(i) above; (cii) The completion Partnership's execution and delivery of the agreements contemplated hereby, including Lease on the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveClosing Date; (diii) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance All of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth hereinof Partnership contained in this Agreement shall be true and correct in all material respects as of the Closing Date; and (iv) Partnership shall have obtained the Construction Financing on rates and terms acceptable to Partnership and Contributor, reveal in their reasonable discretion; the Title Company shall be prepared to issue any material liabilities of Goloiltitle policy required by the Lender, Goltech or Teton, or matters that materially adversely affect including any endorsements to said policy; and funding under the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon Construction Financing shall close simultaneously with the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingClosing.

Conditions. 4.1 13.1 The obligations of the Parties, respectively, as contemplated by Joint Lead Managers and the Initial Notes Purchaser under this Agreement, Agreement are in all respects conditional upon the following mattersupon: (a) Each Party being given full access to all there having been, since the relevant records relating to date of this Agreement and in the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent opinion of the furnishing PartyJoint Lead Manager: (i) no change nor any development or event involving a prospective adverse change in the condition (financial or otherwise), business, prospects, results of operations or general affairs of the Issuer or the Seller since the date of this Agreement or from that set out in the Prospectus which would be likely to prejudice materially the issue of the Notes or which is otherwise material in the context of the issue, offering or distribution of the Notes and the entry into and performance of the Transaction Documents; (ii) no event nor the discovery of any fact making any of the representations and warranties contained in Clause 7 (Representations and Warranties of the Issuer)(in the case of the Issuer), or Clause 8 (Representations and Warranties of the Seller) (in respect of the Seller), or Clause 9 (Representations and Warranties of YBS) (in respect of YBS) untrue, misleading or incorrect on the Closing Date as though they had been given and made on such date; and (iii) no failure on the part of the Issuer or the Seller to perform each and every covenant and obligation which is intended to be performed respectively by it on or before the Closing Date pursuant to this Agreement and the Transaction Documents; (b) There not being any objection put forward by any relevant authority in connection with evidence satisfactory to the finality and purpose of this Agreement Joint Lead Managers and the transactions contemplated hereinInitial Notes Purchaser that all conditions precedent to each of the Transaction Documents have been or (subject to the issue of the Notes) will be satisfied; (c) The completion of evidence that this Agreement and the agreements contemplated hereby, including Transaction Documents have been executed and delivered by the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboverespective parties thereto; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges evidence that the completion GIC Account and performance the Transaction Account have been validly opened and copies of the transactions contemplated bank account mandates in this Agreement; or threatened to take any action as a result of or in anticipation of relation thereto; (e) the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect delivery to the foregoing.Joint Lead Managers, the Initial Notes Purchaser and the VFN Purchaser on or before the Closing Date of: (i) legal and tax opinions dated the Closing Date in such form and with such contents as the Joint Lead Managers, the Initial Notes Purchaser, the Security Trustee and the Note Trustee may require from ▇▇▇▇▇ & ▇▇▇▇▇ LLP, legal and tax advisors in England to the Seller and the Issuer;

Conditions. 4.1 The obligations Completion is conditional on the following Conditions being satisfied or (if capable of waiver) waived in accordance with this Agreement: 4.1.1 the Purchaser Circular having been approved by the FCA and (to the extent required) the Panel in a form approved by the Harbour/Chrysaor Parties in accordance with clause 5.3.2 (the "Circular Condition"); 4.1.2 the passing by the requisite majorities at the Purchaser General Meeting of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon Purchaser Resolutions (the following matters:"Shareholder Approval Condition"); (a) Each Party being given full access to all 4.1.3 the relevant records relating FCA having confirmed to the other Parties. The Parties agree Purchaser or its sponsor (and such confirmation not having been withdrawn) that they, and their representatives shall not disclose any information so furnished without the consent application(s) for the re- admission of all of the furnishing PartyExisting Purchaser Shares and admission of all of the New Purchaser Shares, in each case to the premium listing segment of the Official List of the FCA has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject) will become effective as soon as the FCA's decision to re-admit the Existing Purchaser Shares and to admit the New Purchaser Shares is announced in accordance with LR 3.2.7G of the Listing Rules (the "FCA Admission Condition"); 4.1.4 the London Stock Exchange having confirmed to the Purchaser or its sponsor (band such confirmation not having been withdrawn) There not being any objection put forward by any relevant authority that the application(s) for the re-admission of all of the Existing Purchaser Shares and admission of all of the New Purchaser Shares, in connection each case to trading on the main market for listed securities of the London Stock Exchange have been approved and will become effective subject to and concurrently with the finality re-admission of all of the Existing Purchaser Shares and purpose admission of this Agreement and all of the transactions contemplated hereinNew Purchaser Shares, in each case to the premium listing segment of the Official List of the FCA (the "LSE Admission Condition"); (c) The completion 4.1.5 the Panel having waived, subject to the passing by the requisite majority at the Purchaser General Meeting of the agreements contemplated herebyterms of such waiver, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body any obligation which might fall on a Seller or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges acting in concert (as defined in the completion and performance Code) with it under Rule 9 of the transactions contemplated in this Agreement; or threatened Code to take any action make a general offer for the Purchaser as a result of or in anticipation the issue of the transactions contemplated in this agreement; Consideration Shares (the "Whitewash Condition"); 4.1.6 the Compromise Arrangements having been sanctioned by the relevant Courts with or proposed or enacted without modification (but subject to any statute or regulation which would prohibitsuch modification being acceptable to the Harbour/Chrysaor Parties, materially restrict or materially delay implementation acting reasonably) and an office copy of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and relevant Court Orders having been delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.Registrar of Companies (the "Creditor Consent Condition");

Conditions. 4.1 The obligations provisions of the Parties, respectively, as contemplated by this Agreement, other than this clause, clause 9 (Announcements), clause 11 (Costs), clause 12 (Notices) and clause 13 (Governing Law, Service of Process and Arbitration) are subject to each of the following conditions being satisfied in all respects conditional upon the following matters:(or waived): (aA) Each Party being given full access the clearance of all announcement(s) and circular(s) (if any) required to be issued by the Purchaser under the Listing Rules and granting of all the relevant records relating to the other Parties. The Parties agree that theyapprovals, and their representatives shall not disclose any information so furnished without the consent if necessary by FINRA in respect of the furnishing Party; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the all transactions contemplated by this Agreement.; 4.2 MOT (B) the Purchaser and its representatives shall have the right to conduct Seller each undertaking a full due diligence review investigation in respect of the activitiesother including but not limited to the financial affairs, accounts, contracts, capital, payables, receivables, oil sales, production, explorationbusiness, assets, liabilitiesresults, legal and other facets financing structure, title checking, in which each party shall use its best endeavours to complete the due diligence investigation within 10 (ten) days following the date of this Agreement and each being in its absolute discretion satisfied with the businesses results of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals eventsinvestigation; (C) the Regulatory Committee of FINRA granting listing of, circumstancesand permission to deal in, facts or other matters the Consideration Shares; (D) no event having occurred since the date hereof to Completion, the consequence of which breach the representations is to materially and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights financial position, business or property, results of MOT hereunderoperations or business prospects of the Group or the Purchaser and such material adverse effect shall not have been caused; (E) the passing by the Shareholders of the Purchaser at an extraordinary general meeting to be convened and held (if necessary) of an ordinary resolution to approve this Agreement and the transaction contemplated hereunder including but not limited to the allotment and issue of the Consideration Shares credited as fully paid; (F) the Warranties remaining true and accurate and not misleading at Completion as if repeated at Completion and at all times between the date of this Agreement and Completion; and if the Conditions have not been fulfilled or waived by the Purchaser (other than conditions (A), (C) and (E) which may not be waived) on or under any agreement executed and delivered in connection herewithbefore 24 July 2013 (or such other date as the parties may agree), then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 this Agreement (other than this clause, clause 9 (Announcements), clause 11 (Costs), clause 12 (Notices) and clause 13 (Governing Law, Service of Process and Arbitration) shall apply as if MOT had breached this Agreement. Thereupon, each Party from such date have no effect and no party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect have any liability under them (without prejudice to the foregoingrights of any of the Parties in respect of antecedent breaches).

Conditions. 4.1 The obligations of the Parties, respectivelyNotwithstanding any other provision, as contemplated by a condition precedent to effectiveness of this Agreement, are in all respects conditional upon of the following mattersconditions must be satisfied on the Effective Date: (a) Each Party being given full access 1. All documents, instruments and other writings required to all the relevant records relating be delivered by Company to the other Parties. The Parties agree that they, and their representatives shall not disclose Purchaser pursuant to any information so furnished without the consent of the furnishing Party; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose provision of this Agreement or in order to implement and effect the transactions contemplated hereinherein have been fully executed and delivered, including without limitation those enumerated in Section II.B above; (c) 2. The completion Common Stock is listed for and currently trading on the same or higher Trading Market and, subject to Section IV.L below, Company is in compliance with all requirements to maintain listing on the Trading Market, and there is no notice of any suspension or delisting with respect to the trading of the agreements contemplated hereby, including the amendment shares of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveCommon Stock on such Trading Market; (d) 3. The representations and warranties of Company and Purchaser set forth in this Agreement are true and correct in all material respects as if made on such date; 4. No governmental agency material breach or regulatory body default has occurred under any Transaction Document or any other person agreement between Company and Purchaser; 5. Company has the number of duly authorized shares of Common Stock reserved for issuance as required pursuant to the terms of this Agreement; 6. There is not then in effect any law, rule or organization having instituted any action, suit regulation prohibiting or investigation which restrains, prohibits or otherwise challenges the completion and performance of restricting the transactions contemplated in this Agreement; any Transaction Document, or requiring any consent or approval which will not have been obtained, nor is there any pending or threatened to take proceeding or investigation which may have the effect of prohibiting or adversely affecting any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall ; no statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate transactions contemplated by this Agreement, and thereupon no actions, suits or proceedings will be in progress, pending or, to Company’s knowledge threatened, by any person other than Purchaser or any Affiliate of Purchaser, that seek to enjoin or prohibit the provisions of Clause 2.10 shall apply as if MOT had breached transactions contemplated by this Agreement; and 7. ThereuponAny rights of first refusal, each Party shall take such actionspreemptive rights, deliver such instruments and otherwise undertake such operations as necessary rights of participation, or any similar right to give effect to participate in the foregoingtransactions contemplated by this Agreement have been waived in writing.

Conditions. 4.1 The obligations Notwithstanding any other provision, as a condition precedent to the Closing, all of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following mattersconditions must be satisfied: (a) Each Party being given full access 1. All documents, instruments and other writings required to all the relevant records relating be delivered by Company to the other Parties. The Parties agree that they, and their representatives shall not disclose Purchaser pursuant to any information so furnished without the consent of the furnishing Party; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose provision of this Agreement or in order to implement and effect the transactions contemplated hereinherein have been fully executed and delivered, including without limitation those enumerated in Section II.B above; (c) 2. The completion Common Stock is listed for and currently trading on the Trading Market, Company is in compliance with all requirements to maintain listing on the Trading Market, and there is no notice of any suspension or delisting with respect to the trading of the agreements contemplated hereby, including the amendment shares of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinaboveCommon Stock on such Trading Market; (d) 3. The representations and warranties of Company set forth in this Agreement are true and correct in all material respects as if made on such date; 4. No governmental agency material breach or regulatory body default has occurred under any Transaction Document or any other person agreement with Purchaser; 5. Company has the number of duly authorized shares of Common Stock reserved for issuance as required pursuant to the terms of this Agreement; 6. Company has terminated any equity credit agreement, equity line of credit, or organization having instituted agreement providing for any actionat-the-market offering or variable rate transaction; and 7. There is not then in effect any law, suit rule or investigation which restrains, prohibits regulation prohibiting or otherwise challenges the completion and performance of restricting the transactions contemplated in this Agreement; any Transaction Document, or requiring any consent or approval which will not have been obtained, nor is there any pending or threatened to take proceeding or investigation which may have the effect of prohibiting or adversely affecting any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall ; no statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and delivered in connection herewith, then MOT may terminate transactions contemplated by this Agreement, and thereupon no actions, suits or proceedings will be in progress, pending or, to Company's knowledge threatened, by any person other than Purchaser or any Affiliate of Purchaser, that seek to enjoin or prohibit the provisions of Clause 2.10 shall apply as if MOT had breached transactions contemplated by this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoing.

Conditions. 4.1 The obligations sale by the Vendor and the purchase by the Purchaser of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon Property is subject to the following mattersconditions precedent, which are inserted herein and made part hereof for the exclusive benefit of the Purchaser and may be waived by the Purchaser: (a) Each Party being given full access to all the relevant records relating to the other Parties. The Parties agree that they, representations and their representatives shall not disclose any information so furnished without the consent warranties of the furnishing PartyVendor herein contained shall be true in all material respects when made and as of the Closing Time; (b) There not being any objection put forward by any relevant authority all obligations of the Vendor contained in connection with the finality and purpose of this Agreement and to be performed prior to or at the transactions contemplated hereinClosing Time shall have been timely performed in all material respects; (c) The completion at the Closing Time, the Vendor shall have delivered to the Purchaser duly executed deeds of transfer in proper registrable form, together with all required supporting documentation, to transfer in favour of the agreements contemplated hereby, including Purchaser 100% of the amendment of Goltech's regulations, registered or recorded interest in and other organizational documents to reflect the matters stipulated hereinaboveProperty; (d) No the Property shall be free and clear of all Encumbrances; (e) any and all necessary regulatory, governmental agency approvals and other third-party consents and approvals required to permit the transactions to be completed that can be secured prior to Closing, or regulatory body are normally secured prior to the Closing Time in transactions of this type, shall have been obtained, such approvals or any other person consents to be obtained by March 15, 2021 or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges such later date that the completion and performance Parties may agree to in writing; The conditions contained in Section 4.1 hereof are inserted for the exclusive benefit of the transactions contemplated Purchaser and may be waived in this Agreement; or threatened to take any action as a result of whole or in anticipation part by the Purchaser at any time. If any of the transactions contemplated conditions contained in Section 4.1 hereof are not fulfilled or complied with as herein provided, the Purchaser may, at or prior to the Closing, at the Purchaser’s sole option, rescind this agreement; or proposed or enacted any statute or regulation which would prohibitAgreement by notice in writing to the Vendor and, materially restrict or materially delay implementation of in such event, the transactions contemplated by this AgreementPurchaser will be released from all obligations hereunder. In such event, the Vendor will also be released from all obligations hereunder. 4.2 MOT The sale by the Vendor and its representatives shall have the right to conduct a full due diligence review purchase by the Purchaser of the activitiesProperty is subject to the following conditions precedent, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, which are inserted herein and other facets made part hereof for the exclusive benefit of the businesses of Goltech, Goloil Vendor and Teton for a period until 24 July 2000. Without limiting may be waived by the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts or other matters which breach Vendor: (a) the representations and warranties set forth hereinof the Purchaser herein contained shall be true in all material respects when made and as of the Closing Time; (b) all obligations of the Purchaser contained in this Agreement to be performed prior to or at the Closing Time shall have been timely performed in all material respects; and (c) at the Closing Time, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or under any agreement executed and Purchaser shall have delivered in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingVendor a certified true copy of the certificate representing the Shares, registered as directed by the Vendor, the original of which shall be kept with the minute book of the Purchaser pending the Purchaser’s engagement of a transfer agent, at which time the original certificate representing the Shares shall be exchanged for a direct registration system (DRS) statement representing the Shares which shall be delivered to the Vendor. The conditions contained in Section 4.2 hereof are inserted for the exclusive benefit of the Vendor and may be waived in whole or in part by the Vendor at any time. If any of the conditions contained in Section 4.2 hereof are not fulfilled or complied with as herein provided, the Vendor may, at or prior to the Closing, at the Vendor’s sole option, rescind this Agreement by notice in writing to the Purchaser and, in such event, the Vendor will be released from all obligations hereunder. In such event, the Purchaser will also be released from all obligations hereunder.

Conditions. 4.1 The obligations of the Parties, respectively, as contemplated by this Agreement, are in all respects 3.1 Completion is conditional upon the following mattersupon: (a) Each Party being given full access the Purchaser notifying the Vendors, individually and collectively, in writing that it is satisfied in reliance on the Warranties and upon having completed its due diligence (including without limitation, legal, financial and commercial aspects) in respect of the Company referred to all in Clause 3.3 below and the relevant records relating results of which are, in the absolute opinion of the Purchaser, satisfactory and acceptable to the other Parties. The Parties agree that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing PartyPurchaser in all respects; (b) There approval, if necessary, by the eligible shareholders of MGI to approve the transaction in this Agreement and the Consideration Shares contemplated to be issued in this Agreement; (c) the Vendors, individually and collectively, having obtained all necessary consents and approvals for the transactions contemplated under this Agreement (if required) from the relevant governmental or regulatory authorities in Malaysia or elsewhere under the relevant applicable laws and regulations; (d) the Vendors delivering 51% of the Consideration Shares to be sold to the Purchaser at Completion; (e) the Purchaser having obtained all necessary consents and approvals for the transactions contemplated under this Agreement (if required) from the relevant governmental or regulatory authorities in Malaysia or elsewhere under the relevant applicable laws and regulations; (f) the Vendors, individually and collectively, and or the Company having complied with its pre-Completion obligations specified in Clause 8 and otherwise having performed all of the covenants and agreements required to be performed under the Agreement; and (g) the Warranties remaining true and accurate and not being misleading in any objection put forward by any relevant authority in connection with material respect at as if repeated on the finality Completion Date and purpose at all times between the date of this Agreement and the transactions contemplated herein;Completion Date. (c) The completion 3.2 In relation to Clause 3.1(a), the Company shall give and shall procure that the Purchaser and/or any persons authorized by it in writing will be given such access to the premises and all books, documents, title deeds, records, returns, approvals, correspondence and accounts of the agreements contemplated hereby, including Company and all such information relating to the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency Company as may be reasonably requested by or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance on behalf of the transactions contemplated in this Agreement; or threatened Purchaser to take any action as a result of or in anticipation of the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibit, materially restrict or materially delay implementation of the transactions contemplated by this Agreement. 4.2 MOT undertake and its representatives shall have the right to conduct a full due diligence review (including but without limitation, in all legal, financial and commercial aspects) against the Company and be permitted to take copies of any books, documents, title deeds, records and accounts and that the directors and employees of all members of the activitiesCompany shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them. For the avoidance of doubt, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton for a period until 24 July 2000. Without limiting the foregoing, Teton shall provide to MOT a detailed list of its liabilities and obligations. In the event that such due diligence reveals events, circumstances, facts shall not limit or other matters which breach otherwise qualify in any way the representations obligations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or Teton, or matters that materially adversely affect the rights of MOT hereunder, or Vendor under Clause 7. 3.3 The Purchaser may at any agreement executed and delivered time by notice in connection herewith, then MOT may terminate this Agreement, and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect writing to the foregoingeach of the Vendors waive any of the conditions set out in Clause 3.1. If (a) any of the conditions set out in Clause 3.1 has not been satisfied (or as the case may be, waived by the Purchaser) on or before 5:00 p.m. on the Long Stop Date or such later date as the Purchaser may agree; or (b) the Purchaser is not satisfied with the results of the due diligence conducted according to Clause 3.2 and informs each of the Vendors in writing at any time, this obligations and liabilities hereunder save for any antecedent breaches of the terms hereof.

Conditions. 4.1 The obligations right of Parent to pay all or any portion of any Contingent Payment to any Participating Rights Holder through the delivery of shares of Parent Stock shall, upon the date such shares are issued to such Participating Rights Holder, be subject to the satisfaction of all of the Parties, respectively, as contemplated by this Agreement, are in all respects conditional upon the following mattersconditions: (ai) Each Party being given full access any and all such shares shall either be (A) saleable, subject to all the relevant records relating to the other Parties. The Parties agree any restrictions that they, and their representatives shall not disclose any information so furnished without the consent of the furnishing Party; (b) There not being any objection put forward by any relevant authority in connection with the finality and purpose of this Agreement and the transactions contemplated herein; (c) The completion of the agreements contemplated hereby, including the amendment of Goltech's regulations, and other organizational documents to reflect the matters stipulated hereinabove; (d) No governmental agency or regulatory body or any other person or organization having instituted any action, suit or investigation which restrains, prohibits or otherwise challenges the completion and performance of the transactions contemplated in this Agreement; or threatened to take any action would be imposed as a result of such Participating Rights Holder being an “affiliate” pursuant to Rule 144 under the Securities Act, on the date of delivery, without requiring further registration under the Securities Act and without any further holding period being imposed by the Securities Act, or in anticipation (B) the subject of a registration statement on Form S-3 (or any successor form), which shall be effective on the transactions contemplated in this agreement; or proposed or enacted any statute or regulation which would prohibitdate of delivery of such shares, materially restrict or materially delay implementation provided that Parent shall use best efforts to maintain the effectiveness of the transactions contemplated by this Agreement. 4.2 MOT and its representatives shall have the right to conduct a full due diligence review of the activities, accounts, contracts, capital, payables, receivables, oil sales, production, exploration, assets, liabilities, and other facets of the businesses of Goltech, Goloil and Teton such registration statement for a period of at least 12 months following the date of the issuance of Parent Stock (or until 24 July 2000. Without limiting such earlier date on which all of the foregoingshares of Parent Stock covered by such registration statement have been actually sold), Teton provided, further, if such registration statement (or a successor registration statement on Form S-3 covering such shares of Parent Stock) is no longer effective for a period of time in excess of five (5) consecutive trading days during such 12-month period, then each Participating Rights Holder holding shares of Parent Stock issued pursuant to this Registration Statement shall provide be entitled, as such Participating Rights Holder’s sole and exclusive remedy in respect of such failure of such registration statement to MOT be effective, to cause the Parent to repurchase some or all of such shares of Parent Stock (unless such shares are then freely saleable, subject to any restrictions that would be imposed as a detailed list result of its liabilities such Participating Rights Holder being an “affiliate” pursuant to Rule 144 under the Securities Act, without requiring further registration under the Securities Act and obligations. In without any further holding period being imposed by the event that such due diligence reveals events, circumstances, facts or other matters which breach the representations and warranties set forth herein, reveal any material liabilities of Goloil, Goltech or TetonSecurities Act, or matters that materially adversely affect unless such repurchase is otherwise prohibited by Law), by written notice given to Parent (which written notice shall constitute an irrevocable offer to sell such shares to Parent at the rights price specified in this Section 1.8(b)(i)) on any such date when such registration statement is not effective, at a price equal to the closing price of MOT hereundera share of Parent Stock on the principal exchange on which the Parent Stock is then traded on the date on which such notice is received by Parent; (ii) any and all such shares shall have been listed on each securities exchange on which similar securities, or under including as to class and series, issued by Parent are then listed, subject only to notice of issuance, and on the date of delivery there shall be no suspension of trade with respect to the tradeability of the Parent Stock issued to the Participating Rights Holders hereunder on such securities exchange; and (iii) any agreement executed and delivered all such shares shall have been duly authorized and reserved for issuance, and upon issuance thereof in connection herewith, then MOT may terminate accordance with this Agreement, be validly issued, fully paid and thereupon the provisions of Clause 2.10 shall apply as if MOT had breached this Agreement. Thereupon, each Party shall take such actions, deliver such instruments and otherwise undertake such operations as necessary to give effect to the foregoingnonassessable.