Common use of First Closing Clause in Contracts

First Closing. (a) Subject to the terms and conditions set forth in this Agreement, the closing of the transactions contemplated by Section 2.1(a) of this Agreement (the “First Closing”) shall take place on March 28, 2007 at the offices of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP in Hong Kong SAR, China, with an effective closing date for accounting purposes of March 31, 2007 (or at such other place and on such other day and effective date as mutually agreed to by the parties hereto, the “First Closing Date”) as specified by Buyer in a notice to the Selling Shareholders duly signed and delivered by Buyer as promptly as practicable but in any event within five (5) Business Days following the date of the satisfaction or waiver of all of the conditions set forth in Articles VI and VII hereof. (b) The Sellers’ Representative shall deliver the First Closing Allocation Schedule to the Buyer on or prior to the First Closing Date. (c) At or prior to the First Closing, each of the Selling Shareholders shall deliver to Buyer the following: (i) all necessary documents, duly executed where so required, to enable title in all the Shares owned by such Selling Shareholder to pass fully and effectively into the name of Buyer; (ii) share certificates (or local legal equivalent) evidencing the Shares to be sold by such Selling Shareholder duly endorsed in blank, or accompanied by stock powers duly executed in blank and with any required stock transfer tax stamps affixed; (iii) all other previously undelivered documents required by this Agreement and the Ancillary Documents to be delivered by such Selling Shareholder to Buyer at or prior to the First Closing Date in connection with the transactions contemplated hereby and thereby; and (iv) in respect of each Group Company, the certificates of incorporation, common seal (if it exists), share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books or such equivalent items in the relevant jurisdiction as are kept by the relevant Group Company or are required by the Law of the jurisdiction where such Group Company is incorporated to be kept by such Group Company. (d) At the First Closing, Buyer shall deliver to the Sellers’ Representative for the benefit of the Selling Shareholders (i) the Initial Cash Consideration and (ii) evidence that Buyer has irrevocably instructed the transfer to the Selling Shareholders and registration in the name of the Selling Shareholders in respect of the Initial Share Consideration as set forth opposite their respective names in the First Closing Allocation Schedule, and, as soon as reasonably possible following the First Closing, to provide to the Seller’s Representative true copies of the register of member of Buyer reflecting such transfer and register.

First Closing. Prior to the initial Advance of funds hereunder (the making of which is herein termed "first closing"), the Trust shall have performed all of its agreements required to be performed hereunder, and the Bank shall have received from Trust's counsel in connection with this transaction, addressed to the Bank, a favorable opinion in form, scope and substance satisfactory to Bank and its counsel, delivered prior to the first Advance on the Notes: (a) Subject to the terms effect that the Trust is a duly organized and conditions existing real estate investment trust in good standing under the laws of the State of Texas and has the power and authority to own its property and to carry on its business as set forth in paragraph 2.3 hereof; (b) to the effect that this Agreement has been duly authorized, executed and delivered by the Trust and constitutes a legal valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) to the effect that each Note delivered by the Trust to the Bank has been duly authorized, executed and delivered by the Trust and constitutes the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (d) to the effect that the Note is secured by valid, binding and enforceable pledge of the Collateral in favor of the Bank, subject to no rights, equities or encumbrances outstanding in favor of any party other than Bank which are or could become prior to or on parity with Bank's lien on the Collateral that has been pledged as security therefor pursuant to Section 5 hereof; (e) to the effect that no action of, or filing with, any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the execution, delivery and performance by the Trust of this Agreement or any Note; (f) to the effect that it is not necessary in connection with the delivery of any Note under the circumstances contemplated by this Agreement to register such Note under the Securities Act of 1933, as amended and then in effect, or to qualify an indenture in respect thereof under the Trust Indenture Act of 1939, as amended and then in effect, and that if Bank should in the future deem it expedient to sell the Note (or any Note delivered in exchange therefor as in such Note or in this Agreement permitted), which the Bank does not now contemplate or foresee, such sale would not of itself require registration of such Note under said Securities Act of 1933 or qualification of an indenture in respect of such Note under said Trust Indenture Act, provided that at the time of such sale, such Bank neither controls, nor is controlled by, nor is under common control with, the Trust, either directly or indirectly, or, if any such control then exists, that such sale is not made through an underwriter as defined in said Securities Act of 1933; (g) as to such other matters incident to the transactions contemplated by this Agreement as the Bank may reasonably desire; (h) to the effect that neither the execution and delivery of this Agreement, the closing consummation of the transactions contemplated by Section 2.1(a) of this Agreement (the “First Closing”) shall take place on March 28, 2007 at the offices of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP in Hong Kong SAR, China, with an effective closing date for accounting purposes of March 31, 2007 (or at such other place and on such other day and effective date as mutually agreed to by the parties heretoherein contemplated, the “First Closing Date”) as specified by Buyer fulfillment of the terms hereof, nor compliance with the provisions hereof and of the Note will result in a notice to the Selling Shareholders duly signed and delivered by Buyer as promptly as practicable but in breach of any event within five (5) Business Days following the date of the satisfaction terms, conditions or waiver of all provisions of, or constitute a default under, the terms of the conditions set forth in Articles VI Amended and VII hereof. (b) The Sellers’ Representative shall deliver Restated Declaration of Trust dated July 16, 2004, or the First Closing Allocation Schedule to the Buyer on or prior to the First Closing Date. (c) At or prior to the First Closing, each Amended and Restated Bylaws of the Selling Shareholders shall deliver Trust, or any agreement or instrument of which such counsel (having made inquiry with respect thereto) has knowledge, to Buyer which the following:Trust is a party; (i) to the effect that with respect to such persons as shall have been identified in writing to the Bank as being duly authorized agents or officers of the Trust, all necessary documents, duly executed where so required, to enable title in all the Shares owned by such Selling Shareholder to pass fully and effectively into the name of Buyer; (ii) share certificates (or local legal equivalent) evidencing the Shares actions required to be sold taken by the Trust to clothe such Selling Shareholder duly endorsed in blankpersons with such authority have been taken, or accompanied by stock powers duly executed in blank and with any required stock transfer tax stamps affixed; (iii) all other previously undelivered documents required by this Agreement and the Ancillary Documents to actions of such persons as contemplated herein will be delivered by such Selling Shareholder to Buyer at or prior to and constitute and legal, valid and binding acts of the First Closing Date in connection with the transactions contemplated hereby and therebyTrust; and (ivj) in respect of each Group Company, the certificates of incorporation, common seal (if it exists), share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books or such equivalent items in the relevant jurisdiction as are kept by the relevant Group Company or are required by the Law of the jurisdiction where such Group Company is incorporated to be kept by such Group Company. (d) At the First Closing, Buyer shall deliver to the Sellers’ Representative effect that all conditions for the benefit of the Selling Shareholders (i) the Initial Cash Consideration and (ii) evidence that Buyer has irrevocably instructed the transfer to the Selling Shareholders and registration in the name of the Selling Shareholders in respect of the Initial Share Consideration as set forth opposite their respective names in the First Closing Allocation Schedule, and, as soon as reasonably possible following the First Closing, to provide to the Seller’s Representative true copies of the register of member of Buyer reflecting such transfer and registerlending have been met.

First Closing. (aA) Subject to Concurrently with the terms execution and conditions set forth in delivery of this Agreement, the closing Seller has delivered to Purchaser Schedule 5.1(ff). Within twenty-one (21) days of the transactions contemplated by Effective Date (the "Review Period"), Purchaser shall review Schedule 5.1(ff) and identify those Tenant Leases as to which a Payment Default exists and based upon such review, those Properties which Purchaser desires to remove from Schedule 5.1(f)(i)(A). At any time prior to the expiration of the Review Period, Purchaser, subject to Section 2.1(a2.1(b)(i)(B) below, shall have the right to deliver a written notice (a "Removal Notice") to Sellers stating (i) that a Payment Default exists with respect to such Tenant Lease, (ii) that the related Property may be removed from Schedule 5.1(f)(1)(A) (each such Property, a "Designated Property") and (iii) whether Purchaser elects to enter into the Management Agreement with respect to such Designated Property. In the event that Purchaser makes the foregoing election to enter into the Management Agreement with respect to the Assets related to a Designated Property, such Assets shall constitute Managed Assets hereunder upon entering into the Management Agreement, there shall be no adjustment to Current TCF with respect to the Payment Default related thereto, and shall not be removed from Schedule 5.1(f)(1)(A). With respect to Assets related to any Designated Property that become Managed Assets, Purchaser shall be entitled to acquire such Managed Assets pursuant to Section 2.1 hereof so long as Purchaser waives any claim of a breach of any representation in this Agreement relating thereto based solely on a Payment Default. With respect to any Designated Property that does not become a Managed Asset, Purchaser may acquire such Designated Property in accordance with the terms hereof for an amount equal to the TCF Product (without any adjustment for the “First Closing”Payment Default related thereto) for such Assets related to Designated Property. Notwithstanding anything in the foregoing to the contrary, as soon as practicable after Purchaser's delivery of the Removal Notice, Sellers shall take place on March 28use commercially reasonable efforts to cause the tenant to cure the Payment Default with respect to each Designated Property pursuant to Section 2.1(b)(i) (B) below. In the event that Sellers cause the tenant to cure a Payment Default for a Designated Property in accordance with Section 2.1(b)(i) (B) below, 2007 Purchaser shall acquire such Property at the offices next Closing scheduled to occur hereunder that otherwise satisfies the Conditions Precedent in accordance with the terms of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP in Hong Kong SARSection 8.1 hereof. Within ten days of the scheduled date of the Replacement Assets Closing, China, with an effective closing date for accounting purposes of March 31, 2007 (or at such other place and on such other day and effective date as mutually agreed to by the parties hereto, the “First Closing Date”) as specified by Buyer in Sellers shall deliver a notice to Purchaser stating with respect to each remaining Designated Property whether the Selling Shareholders duly signed Payment Default has been cured pursuant to Section 2.1(b)(i) (B) below and delivered Purchaser shall have the option to either (i) acquire Assets related to such Designated Property in accordance with Section 2.1 hereof (without any adjustment for the Payment Default related thereto) or (ii) mutually agree with Sellers as to the selection of Properties from the Properties from the Illinois Assets or Louisiana Assets to replace the Designated Properties. Subject to Section 2.1(b)(i) (B) below, Schedule 2.1(b)(i) shall be amended to remove all Designated Properties with respect to which any Payment Default remains uncured pursuant to Section 2.1(b)(i) (B) below and which Designated Property has not been acquired by Buyer Purchaser and to include such Illinois Assets and Louisiana Assets as promptly as practicable but in are mutually agreed upon pursuant to clause (ii) of the immediately preceding sentence to replace such Designated Properties on Schedule 2.1(b)(i). (B) Sellers shall have the right to cure any event within five (5) Business Days following Payment Default prior to the date of the satisfaction or waiver Replacement Assets Closing. For purposes of this Section 2.1(b)(i)(B), a Payment Default shall be deemed to be cured on the date on which Sellers deliver to Purchaser written notice stating that (i) all past due amounts of rent under the conditions set forth applicable Tenant Lease have been paid in Articles VI full and VII hereof(ii) the lessee to such Tenant Lease shall have paid in full the applicable rent for the calendar month immediately succeeding the calendar month in which such past due amounts are paid. If Sellers cure any Payment Default with respect to any Designated Property, then, the Parties shall amend Schedule 2.1(b)(i) to delete therefrom only those Designated Properties with respect to which a Payment Default has not been cured and to include such Illinois Assets and Louisiana Assets as are designated in the Removal Notice to replace such Designated Properties on Schedule 2.1(b)(i). (bC) The Sellers’ Representative shall deliver the First Closing Allocation Schedule to the Buyer on or prior to the First Closing Date. No later than ten (c10) At or Business Days prior to the First Closing, each of the Selling Shareholders Sellers shall deliver to Buyer the following: (i) all necessary documents, duly executed where so required, to enable title in all the Shares owned by such Selling Shareholder to pass fully and effectively into the name of Buyer; (ii) share certificates (or local legal equivalent) evidencing the Shares to be sold by such Selling Shareholder duly endorsed in blank, or accompanied by stock powers duly executed in blank and with any required stock transfer tax stamps affixed; (iii) all other previously undelivered documents required by this Agreement and the Ancillary Documents to be delivered by such Selling Shareholder to Buyer at or prior to the First Closing Date in connection with the transactions contemplated hereby and thereby; and (iv) in respect of each Group Company, the certificates of incorporation, common seal (if it existsPurchaser Schedule 2.1(b)(i), share register and share certificate book which shall identify (A) the Initial Assets with any unissued share certificates) and all minute books respect to which the Title Condition and other statutory books or such equivalent items in the relevant jurisdiction Conditions Precedent have been met as are kept by the relevant Group Company or are required by the Law of the jurisdiction where such Group Company is incorporated to be kept by such Group Company. (d) At the First Closing, Buyer with the corresponding Current TCF for such Initial Assets, and (B) the Managed Assets, with the corresponding Current TCF with respect to each Property for such Managed Assets, which (A) and (B) in the aggregate shall generate a TCF Product of no less than One Hundred Forty-Five Million Dollars ($145,000,000). In the event (A) and (B) in the aggregate generate a current TCF Product of less than $145,000,000 because a ROFR has been exercised or the reconciliation contemplated by Section 10.5(a)(viii) with respect to (A) and (B) would result in a TCF Product of less than $145,000,000 and the Wisconsin Notice has not been delivered to Sellers, then Sellers will deliver to Purchaser as part of Schedule 2.1(b)(i), a list of Wisconsin Asset with respect to which the Sellers’ Representative for the benefit Title Condition and other Conditions Precedent have been met as of the Selling Shareholders (i) the Initial Cash Consideration and (ii) evidence that Buyer has irrevocably instructed the transfer to the Selling Shareholders and registration in the name of the Selling Shareholders in respect of the Initial Share Consideration as set forth opposite their respective names in the First Closing Allocation Schedule, and, as soon as reasonably possible following that generate a TCF Product in the First Closing, to provide to the Seller’s Representative true copies amount of the register of member of Buyer reflecting such transfer and registershortfall.

First Closing. i. The obligations of KiOR to sell the Shares, and of Purchaser to purchase the Shares are subject to the fulfillment, on or before the First Closing, of each of the following conditions: (a) Subject the notifications of Purchaser and KiOR pursuant to the terms HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; (b) consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law; (c) KiOR shall have received, or will receive concurrently with the First Closing, aggregate cash proceeds, including up to $50,000,000 in commitments therefor (which commitments shall not be subject to any conditions in the control of the committing party), of at least $100,000,000 from one or more offerings, private placements or other financing transactions, including (i) the amounts paid or payable for the Shares hereunder and (ii) the amounts paid or committed to be paid (subject to the above limitations) pursuant to the Convertible Debt Agreement. ii. The obligations of KiOR to sell the Shares are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) Purchaser shall have delivered to KiOR an executed original of this Agreement and all other documents and instruments reasonably required to effectuate the transactions contemplated hereby; and (b) Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the amount set forth in opposite Purchaser’s name under the heading “Aggregate Purchase Price” on Exhibit A for the Shares being purchased at the First Closing. iii. The obligations of Purchaser to purchase the Shares are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by Purchaser: (a) the Company shall have delivered to Purchaser an executed original of this Agreement; (b) the Company shall have delivered to Purchaser certified copies of resolutions of the Company’s Board of Directors evidencing approval of this Agreement, the closing transactions contemplated hereunder and other transactions evidenced by the Transaction Documents; (c) the Company shall have delivered to Purchaser certified copies of the Certificate of Incorporation and the Bylaws, each as amended through the First Closing, of the Company; (d) the Company shall have delivered to Purchaser a certificate of good standing for the Company from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of the First Closing; (f) the Company shall have performed and complied with any covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the First Closing; (g) the Chief Executive Officer of KiOR shall deliver to Purchaser at the First Closing a certificate certifying that the conditions specified in Sections 3.1(A)(i)(c), 3.1(A)(iii)(e) and 3.1(A)(iii)(f) have been fulfilled; (h) KiOR shall have received all consents, authorizations or approvals referred to in Schedule 4.3, in form and substance reasonably satisfactory to KiOR and Purchaser, and no such consent, authorization or approval shall have been revoked. (i) the Company shall have taken all action necessary to render the provisions of any “fair price,” “moratorium,” “control share acquisition” or any other takeover or anti-takeover statute or similar federal or state law, including Section 203 of the Delaware General Corporation Law, inapplicable to this Agreement and the transactions contemplated by Section 2.1(a) of this Agreement (the “First Closing”) shall take place on March 28hereby, 2007 at the offices of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP in Hong Kong SARincluding, China, with an effective closing date for accounting purposes of March 31, 2007 (or at such other place and on such other day and effective date as mutually agreed to by the parties heretowithout limitation, the “First Closing Date”) as specified by Buyer in a notice to the Selling Shareholders duly signed purchase and delivered by Buyer as promptly as practicable but in any event within five (5) Business Days following the date sale of the satisfaction or waiver of all Shares, the grant herein of the conditions set forth in Articles VI and VII hereof. (b) The Sellers’ Representative shall deliver the First Closing Allocation Schedule to the Buyer on or prior to the First Closing Date. (c) At or prior to the First Closing, each of the Selling Shareholders shall deliver to Buyer the following: (i) all necessary documents, duly executed where so required, to enable title in all the Shares owned by such Selling Shareholder to pass fully and effectively into the name of Buyer; (ii) share certificates (or local legal equivalent) evidencing the Shares to be sold by such Selling Shareholder duly endorsed in blank, or accompanied by stock powers duly executed in blank and with any required stock transfer tax stamps affixed; (iii) all other previously undelivered documents required by this Agreement Option Right and the Ancillary Documents to be delivered by such Selling Shareholder to Buyer at or prior to the First Closing Date purchase and sale of Shares in connection with the transactions contemplated hereby exercise thereof, and therebythe grant herein of preemptive rights and the purchase and sale of equity of KiOR in connection with the exercise thereof; (j) the Company’s counsel, WilmerHale, shall have delivered a legal opinion to the Purchaser in a form to be mutually agreed by the Purchaser and the Company; (k) trading in the common stock of KiOR shall not have been suspended by the SEC or any Permitted Exchange at any time since the date of execution of this Agreement, and the common stock of KiOR shall have been at all times since such date listed for trading on a Permitted Exchange; (l) KiOR shall have executed and delivered the Registration Rights Agreement to the Purchaser; and (ivm) in respect of each Group Company, the certificates of incorporation, common seal (if it exists), share register and share certificate book (Company shall have provided Purchaser with any unissued share certificates) and all minute books and other statutory books or such equivalent items in the relevant jurisdiction as are kept by the relevant Group Company or are required by the Law evidence of the jurisdiction where such Group Company is incorporated filing of Listing of Additional Shares Notification Form with NASDAQ with respect to the shares of Class A Common Stock to be kept by such Group Company. (d) At issued at the First Closing, Buyer shall deliver to the Sellers’ Representative for the benefit of the Selling Shareholders (i) the Initial Cash Consideration and (ii) evidence that Buyer has irrevocably instructed the transfer to the Selling Shareholders and registration in the name of the Selling Shareholders in respect of the Initial Share Consideration as set forth opposite their respective names in the First Closing Allocation Schedule, and, as soon as reasonably possible following the First Closing, to provide to the Seller’s Representative true copies of the register of member of Buyer reflecting such transfer and register.

First Closing. (a) Subject CONDITIONS TO EACH PURCHASER'S OBLIGATIONS. The obligation of each Purchaser to the terms and conditions set forth in this Agreement, the closing of the transactions contemplated by Section 2.1(a) of this Agreement (the “First Closing”) shall take place on March 28, 2007 at the offices of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP in Hong Kong SAR, China, with an effective closing date for accounting purposes of March 31, 2007 (or at such other place and on such other day and effective date as mutually agreed to by the parties hereto, the “First Closing Date”) as specified by Buyer in a notice to the Selling Shareholders duly signed and delivered by Buyer as promptly as practicable but in any event within five (5) Business Days following the date of the satisfaction or waiver of all of the conditions set forth in Articles VI and VII hereof. (b) The Sellers’ Representative shall deliver consummate the First Closing Allocation Schedule is further subject to the Buyer on satisfaction, at or prior to the First Closing Date. (c) At or prior to the First Closing, each of the Selling Shareholders shall deliver to Buyer the followingfollowing additional conditions: (ia) all necessary documents, duly executed where so required, The representations and warranties of the Issuer contained herein that are qualified as to enable title materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Shares owned by First Closing Date and the representations and warranties of the Issuer contained herein that are not so qualified shall be true and correct in all material respects on and as of the First Closing Date, in each case as if made on and as of such Selling Shareholder to pass fully date; the Issuer shall have performed and effectively into the name of Buyer; (ii) share certificates (or local legal equivalent) evidencing the Shares to be sold by such Selling Shareholder duly endorsed complied in blank, or accompanied by stock powers duly executed in blank all material respects with all covenants and with any required stock transfer tax stamps affixed; (iii) all other previously undelivered documents agreements required by this Agreement and the Ancillary Documents to be delivered performed or complied with by such Selling Shareholder to Buyer it at or prior to the First Closing Date; and such Purchaser shall have received a certificate dated the First Closing Date signed by an authorized officer of the Issuer to the foregoing effect; (b) The Certificate of Designation shall have been filed with the Division of Corporations and Commercial Code of the State of Utah in connection accordance with the law of the State of Utah; (c) The Registration Rights Agreement shall have been executed and delivered by the parties thereto and be in full force and effect; (d) Each Purchaser shall have received opinions, dated the First Closing Date, of counsel to the Issuer, addressing such matters as shall be reasonably requested by the Purchasers; (e) No action, suit, investigation, litigation or proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the First Closing or which could have an adverse affect on the ability of the Issuer to perform its obligations under this Agreement shall have been instituted by any Governmental Authority before any court, arbitrator or governmental body, agency or official binding on any party hereto and therebybe pending; (f) Each Purchaser shall have received all documents reasonably requested by it relating to the existence of Issuer, the corporate authority for Issuer entering into, and the validity of, this Agreement, the Certificate of Designation, and the Series D Shares, all in form and substance reasonably satisfactory to it; and (ivg) in respect of each Group Company, the certificates of incorporation, common seal (if it exists), share register The Issuer shall have received all consents and share certificate book (with any unissued share certificates) and all minute books and other statutory books or such equivalent items in the relevant jurisdiction as are kept waivers by the relevant Group Company or third parties that are required by for the Law issuance of the jurisdiction where such Group Company is incorporated to be kept by such Group Company. (d) At Securities and the First Closing, Buyer shall deliver to the Sellers’ Representative for the benefit consummation of the Selling Shareholders transactions contemplated hereby on terms reasonably satisfactory to Purchaser (including (i) the Initial Cash Consideration waivers of all shareholders' contractual or other preemptive and similar rights, and (ii) evidence any consents required in order that Buyer has irrevocably instructed the transfer transactions contemplated hereby do not constitute a breach of, a default under, or a termination or modification of any material agreement to which the Selling Shareholders and registration in the name Issuer or any Subsidiary is a party or to which any portion of the Selling Shareholders in respect property of the Initial Share Consideration as set forth opposite their respective names in the First Closing Allocation Schedule, and, as soon as reasonably possible following the First Closing, to provide to the Seller’s Representative true copies of the register of member of Buyer reflecting such transfer and registerIssuer or any Subsidiary is subject).

First Closing. The obligation of the Buyer hereunder to purchase the Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) Subject The Company and each Guarantor (as applicable) shall have executed and delivered the Transaction Documents applicable to the terms and conditions set forth in this Agreement, the closing of the transactions contemplated by Section 2.1(a) of this Agreement (the “First Closing”) shall take place on March 28, 2007 at the offices of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP in Hong Kong SAR, China, with an effective closing date for accounting purposes of March 31, 2007 (or at such other place and on such other day and effective date as mutually agreed to by the parties hereto, the “First Closing Date”) as specified by Buyer in a notice and delivered the same to the Selling Shareholders duly signed and delivered by Buyer as promptly as practicable but in any event within five (5) Business Days following the date of the satisfaction or waiver of all of the conditions set forth in Articles VI and VII hereofBuyer. (b) The Sellers’ Representative representations and warranties of the Credit Parties shall deliver be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Allocation Schedule Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Credit Parties shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer on Credit Parties at or prior to the First Closing Date. (c) At or prior The Buyer shall have received an opinion of counsel from counsel to the First ClosingCredit Parties in a form satisfactory to the Buyer and its counsel. (d) The Credit Parties shall have executed and delivered to Buyer a closing certificate, each certified as true, complete and correct by an officer of the Selling Shareholders Credit Parties, in substance and form required by Buyer, which closing certificate shall deliver to Buyer the following: include and attach as exhibits: (i) all necessary documents, duly executed where so required, to enable title a true copy of a certificate of good standing evidencing the formation and good standing of the Credit Parties from the secretary of state (or comparable office) from the jurisdiction in all which the Shares owned by such Selling Shareholder to pass fully and effectively into the name of Buyer; each Credit Party is formed; (ii) share certificates (or local legal equivalent) evidencing the Shares to be sold by such Selling Shareholder duly endorsed in blank, or accompanied by stock powers duly executed in blank and with any required stock transfer tax stamps affixed; Credit Parties’ Organizational Documents; (iii) copies of the resolutions of the board of directors of the Credit Parties as adopted by the Credit Parties’ board of directors or managers, in a form acceptable to Buyer; and (iv) copies of the resolutions adopted by the shareholders or members of the Credit Parties, as applicable, as in a form acceptable to Buyer. (e) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (f) The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or residency, as applicable, of the Credit Parties, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the Credit Parties, under their present name and any previous names, as debtors, together with copies of such financing statements. (g) The Credit Parties shall have executed such other previously undelivered documents required agreements, certificates, confirmations or resolutions as the Buyer may reasonably require to consummate the transactions contemplated by this Agreement and the Ancillary Documents to Transaction Documents, including a closing statement and joint disbursement instructions as may be delivered by such Selling Shareholder to Buyer at or prior to the First Closing Date in connection with the transactions contemplated hereby and thereby; and (iv) in respect of each Group Company, the certificates of incorporation, common seal (if it exists), share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books or such equivalent items in the relevant jurisdiction as are kept by the relevant Group Company or are required by the Law of the jurisdiction where such Group Company is incorporated to be kept by such Group CompanyBuyer. (d) At the First Closing, Buyer shall deliver to the Sellers’ Representative for the benefit of the Selling Shareholders (i) the Initial Cash Consideration and (ii) evidence that Buyer has irrevocably instructed the transfer to the Selling Shareholders and registration in the name of the Selling Shareholders in respect of the Initial Share Consideration as set forth opposite their respective names in the First Closing Allocation Schedule, and, as soon as reasonably possible following the First Closing, to provide to the Seller’s Representative true copies of the register of member of Buyer reflecting such transfer and register.

First Closing. (a) Subject This Agreement may be terminated at any time prior to the terms First Closing: (i) by mutual written consent of the Seller Parent and conditions the Buyer Parent; (ii) by either the Seller Parent or the Buyer Parent, upon written notice to the other, if: (A) the First Closing shall not have occurred on or before April 19, 2022; provided that if on such date a MTI Restraint remains in full force and effect, Seller Parent shall have the right, exercisable in its sole and absolute discretion, to extend such date for up to an additional three (3) months (as it may be so extended, the “Outside Date”); provided, further, that the right to terminate this Agreement under this Section 9.1(a)(ii)(A) shall not be available to any Party whose failure or whose Affiliate’s failure to perform any covenant or obligation under this Agreement has been the primary cause of or has primarily resulted in the failure of the First Closing Transactions to be consummated on or before the Outside Date; (B) (1) any law or statute enacted or promulgated by a Governmental Entity of competent jurisdiction in any Applicable Jurisdiction makes illegal the consummation of any of the Transactions, (2) other than as referenced in clause (C) of this Section 9.1(a)(ii), any final Order issued by a Governmental Entity of competent jurisdiction in connection with any Antitrust Law in any Applicable Jurisdiction enjoins or prohibits the consummation of any of the Transactions (including any such Order issued in connection with the HSR Filings or otherwise relating to an Antitrust Approval or other Requisite Governmental Approval, as applicable); (3) a Deemed CFIUS Order is issued with respect to any of the Transactions; or (4) any Requisite Governmental Approval is denied or rejected, the applicable Governmental Entity otherwise affirmatively declines to issue such Requisite Governmental Approval, or any applicable period during which the applicable Governmental Entity is required to act upon such Requisite Governmental Approval shall have expired without such Governmental Entity issuing such Requisite Governmental Approval; provided that the right to terminate this Agreement under this Section 9.1(a)(ii)(B) shall not be available to any Party whose failure or whose Affiliate’s failure to perform any covenant or obligation under this Agreement has been the primary cause of or has primarily resulted in such Order, a Deemed CFIUS Order or failure of such Requisite Governmental Approval, as applicable; or (C) as a result of an Action commenced by MTI or any of its Affiliates against the Seller Parent, any other Seller, the Buyer Parent, any other Buyer, or any of their respective Affiliates based upon claims arising out of any MTI Agreement, the Transactions are, pursuant to an Order by a Governmental Entity of competent jurisdiction, enjoined from closing (a “MTI Restraint”) and such MTI Restraint remains in effect as of the Outside Date; (iii) by the Buyer Parent, upon written notice to the Seller Parent if the Seller Parent (or any other Seller) shall have breached or failed to perform any of its representations, warranties, covenants, obligations or other agreements contained in this Agreement, and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 8.2(a) or Section 8.2(b) and (B) is not cured prior to the Outside Date; provided that the Buyer Parent shall not have the right to terminate this Agreement pursuant to this Section 9.1(a)(iii) if it (or any other Buyer) is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement, the closing of the transactions contemplated by Section 2.1(a; (iv) of this Agreement (the “First Closing”) shall take place on March 28, 2007 at the offices of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP in Hong Kong SAR, China, with an effective closing date for accounting purposes of March 31, 2007 (or at such other place and on such other day and effective date as mutually agreed to by the parties heretoSeller Parent, the “First Closing Date”) as specified by Buyer in a upon written notice to the Selling Shareholders duly signed Buyer Parent if the Buyer Parent (or any other Buyer) shall have breached or failed to perform any of its representations, warranties, covenants, obligations or other agreements contained in this Agreement, and delivered such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 8.3(a) or Section 8.3(b) and (B) is not cured prior to the Outside Date; provided that the Seller Parent shall not have the right to terminate this Agreement pursuant to this Section 9.1(a)(iv) if it (or any other Seller) is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement; (v) by Buyer as promptly as practicable but in any event within five the Seller Parent, if (5A) Business Days following the date of the satisfaction or waiver of all of the conditions set forth in Articles VI Section 8.1 and VII hereof. Section 8.2 (b) The Sellers’ Representative shall deliver other than those conditions that by their nature are to be satisfied by actions taken at the First Closing Allocation Schedule and those conditions that have not been satisfied as a result of the breach of this Agreement by the Buyer Parent or any of its Affiliates) have been satisfied or properly waived, (B) the Seller Parent has irrevocably confirmed in writing to the Buyer on or prior Parent that (1) all of the conditions set forth in Section 8.3 (other than those conditions that by their nature are to be satisfied by actions taken at the First Closing Date. Closing) have been satisfied or have been waived by the Seller Parent and (c2) At or prior the Seller Parent is prepared to consummate the First Closing, each of and (C) the Selling Shareholders shall deliver Buyer Parent fails to Buyer the following: (i) all necessary documents, duly executed where so required, to enable title in all the Shares owned by such Selling Shareholder to pass fully and effectively into the name of Buyer; (ii) share certificates (or local legal equivalent) evidencing the Shares to be sold by such Selling Shareholder duly endorsed in blank, or accompanied by stock powers duly executed in blank and with any required stock transfer tax stamps affixed; (iii) all other previously undelivered documents required by this Agreement and the Ancillary Documents to be delivered by such Selling Shareholder to Buyer at or prior to consummate the First Closing Date in connection with within two (2) Business Days after the transactions contemplated hereby and therebydate the First Closing should have occurred pursuant to Section 2.5; andprovided that for the avoidance of doubt, during such two (2) Business Day period following the date on which the First Closing should have occurred pursuant to Section 2.5, no Party shall be entitled to terminate this Agreement pursuant to Section 9.1(a)(ii)(A); or (ivvi) in respect of each Group Company, the certificates of incorporation, common seal (if it exists), share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books or such equivalent items in the relevant jurisdiction as are kept by the relevant Group Company or Buyer Parent, if (A) all of the conditions set forth in Section 8.1 and Section 8.3 (other than those conditions that by their nature are required to be satisfied by actions taken at the First Closing and those conditions that have not been satisfied as a result of the breach of this Agreement by the Law Seller Parent or any of its Affiliates) have been satisfied or properly waived, (B) the Buyer Parent has irrevocably confirmed in writing to the Seller Parent that (1) all of the jurisdiction where such Group Company is incorporated conditions set forth in Section 8.2 (other than those conditions that by their nature are to be kept satisfied by such Group Company. actions taken at the First Closing) have been satisfied or have been waived by the Buyer Parent and (d2) At the Buyer Parent is prepared to consummate the First Closing, Buyer shall deliver to the Sellers’ Representative for the benefit of the Selling Shareholders and (iC) the Initial Cash Consideration and (ii) evidence that Buyer has irrevocably instructed the transfer Seller Parent fails to the Selling Shareholders and registration in the name of the Selling Shareholders in respect of the Initial Share Consideration as set forth opposite their respective names in consummate the First Closing Allocation Schedulewithin two (2) Business Days after the date the First Closing should have occurred pursuant to Section 2.5; provided that for the avoidance of doubt, and, as soon as reasonably possible during such two (2) Business Day period following the date on which the First ClosingClosing should have occurred pursuant to Section 2.5, no Party shall be entitled to provide terminate this Agreement pursuant to the Seller’s Representative true copies of the register of member of Buyer reflecting such transfer and registerSection 9.1(a)(ii)(A).

First Closing. Prior to the initial Advance of funds hereunder (the making of which is herein termed “first closing”), the Trust shall have performed all of its agreements required to be performed hereunder, and the Bank shall have received from Trust’s counsel in connection with this transaction, addressed to the Bank, a favorable opinion in form, scope and substance satisfactory to Bank and its counsel, delivered prior to the first Advance on the Notes: (a) Subject to the terms effect that the Trust is a duly organized and conditions existing real estate investment trust in good standing under the laws of the State of Texas and has the power and authority to own its property and to carry on its business as set forth in paragraph 2.3 hereof; (b) to the effect that this Agreement has been duly authorized, executed and delivered by the Trust and constitutes a legal valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) to the effect that each Note delivered by the Trust to the Bank has been duly authorized, executed and delivered by the Trust and constitutes the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (d) to the effect that the Note is secured by valid, binding and enforceable pledge of the Collateral in favor of the Bank, subject to no rights, equities or encumbrances outstanding in favor of any party other than Bank which are or could become prior to or on parity with Bank’s lien on the Collateral that has been pledged as security therefor pursuant to Section 5 hereof; (e) to the effect that no action of, or filing with, any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the execution, delivery and performance by the Trust of this Agreement or any Note; (f) to the effect that it is not necessary in connection with the delivery of any Note under the circumstances contemplated by this Agreement to register such Note under the Securities Act of 1933, as amended and then in effect, or to qualify an indenture in respect thereof under the Trust Indenture Act of 1939, as amended and then in effect, and that if Bank should in the future deem it expedient to sell the Note (or any Note delivered in exchange therefor as in such Note or in this Agreement permitted), which the Bank does not now contemplate or foresee, such sale would not of itself require registration of such Note under said Securities Act of 1933 or qualification of an indenture in respect of such Note under said Trust Indenture Act, provided that at the time of such sale, such Bank neither controls, nor is controlled by, nor is under common control with, the Trust, either directly or indirectly, or, if any such control then exists, that such sale is not made through an underwriter as defined in said Securities Act of 1933; (g) as to such other matters incident to the transactions contemplated by this Agreement as the Bank may reasonably desire; (h) to the effect that neither the execution and delivery of this Agreement, the closing consummation of the transactions contemplated by Section 2.1(a) of this Agreement (the “First Closing”) shall take place on March 28, 2007 at the offices of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP in Hong Kong SAR, China, with an effective closing date for accounting purposes of March 31, 2007 (or at such other place and on such other day and effective date as mutually agreed to by the parties heretoherein contemplated, the “First Closing Date”) as specified by Buyer fulfillment of the terms hereof, nor compliance with the provisions hereof and of the Note will result in a notice to the Selling Shareholders duly signed and delivered by Buyer as promptly as practicable but in breach of any event within five (5) Business Days following the date of the satisfaction terms, conditions or waiver of all provisions of, or constitute a default under, the terms of the conditions set forth in Articles VI Amended and VII hereof. (b) The Sellers’ Representative shall deliver Restated Declaration of Trust dated July 16, 2004, or the First Closing Allocation Schedule to the Buyer on or prior to the First Closing Date. (c) At or prior to the First Closing, each Amended and Restated Bylaws of the Selling Shareholders shall deliver Trust, or any agreement or instrument of which such counsel (having made inquiry with respect thereto) has knowledge, to Buyer which the following:Trust is a party; (i) to the effect that with respect to such persons as shall have been identified in writing to the Bank as being duly authorized agents or officers of the Trust, all necessary documents, duly executed where so required, to enable title in all the Shares owned by such Selling Shareholder to pass fully and effectively into the name of Buyer; (ii) share certificates (or local legal equivalent) evidencing the Shares actions required to be sold taken by the Trust to clothe such Selling Shareholder duly endorsed in blankpersons with such authority have been taken, or accompanied by stock powers duly executed in blank and with any required stock transfer tax stamps affixed; (iii) all other previously undelivered documents required by this Agreement and the Ancillary Documents to actions of such persons as contemplated herein will be delivered by such Selling Shareholder to Buyer at or prior to and constitute and legal, valid and binding acts of the First Closing Date in connection with the transactions contemplated hereby and therebyTrust; and (ivj) in respect of each Group Company, the certificates of incorporation, common seal (if it exists), share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books or such equivalent items in the relevant jurisdiction as are kept by the relevant Group Company or are required by the Law of the jurisdiction where such Group Company is incorporated to be kept by such Group Company. (d) At the First Closing, Buyer shall deliver to the Sellers’ Representative effect that all conditions for the benefit of the Selling Shareholders (i) the Initial Cash Consideration and (ii) evidence that Buyer has irrevocably instructed the transfer to the Selling Shareholders and registration in the name of the Selling Shareholders in respect of the Initial Share Consideration as set forth opposite their respective names in the First Closing Allocation Schedule, and, as soon as reasonably possible following the First Closing, to provide to the Seller’s Representative true copies of the register of member of Buyer reflecting such transfer and registerlending have been met.