SECTION # Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Closing is subject to the satisfaction (or waiver by Buyer) on or prior to the Closing Date of each of the following additional conditions:

If at any time the goods and/or services are found by Buyer or its customers to fail the foregoing warranty, then, in addition to any other available remedies, Seller shall at Buyer’s option repair or replace any non-conforming goods/services, including, without limitation, installation of corrective changes or repairs, all at no cost to Buyer. Seller shall not require Buyer to make any changes to the goods/services (except for installation of corrective changes provided), shall not require or cause to be made any changes to Buyer’s data, unless Buyer in its sole discretion approves such changes and shall not require or cause to be made any changes to any other good, product or service used by Buyer.

the Foreign Transfer Agreements, duly executed by the Buyer New [[Unknown Identifier]] and Buyer Minority Purchaser, as applicable;

This Agreement constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

Buyer’s Closing Certificate. At the Closing, Buyer shall deliver to Seller a certificate of the Secretary or another officer of Buyer, dated the Closing Date, certifying as to the incumbency of the officer of Buyer executing the Transaction Documents.

The Buyer is not an S corporation (within the meaning of Section 1361(a)(1) of the Code). All material elections with respect to Taxes affecting the Buyer are disclosed or attached to a Tax Return of the Buyer.

In the event that this Agreement is terminated by Buyer pursuant to this Agreement, the Earnest Money shall be immediately returned to Buyer after execution by Buyer of such documents reasonably requested by Seller to evidence the termination hereof.

Grant of Seller Options. In accordance with the terms and upon the conditions of this Agreement and the Distribution Agreement, and in consideration for the Buyer Options being granted herein to Buyer by Seller, Buyer hereby grants to Seller:

No Conflict; Required Filings and Consents. The execution and delivery by Buyer of this Agreement do not, and the execution and delivery of the other Transaction Documents to which Buyer is a party and the performance of this Agreement and such other Transaction Document by Buyer will not, conflict with or violate any provision of the organizational documents of Buyer.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Buyer, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Buyer sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any Common Shares to be issued hereunder to such Buyer at the Closing (collectively, the “Pre-Settlement Common Shares”), such Buyer shall, automatically hereunder (without any additional required actions by such Buyer or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Common Shares to such Buyer at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Common Shares to such Buyer prior to the Company’s receipt of the purchase price of such Pre-Settlement Common Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Buyer as to whether or not during the Pre-Settlement Period such Buyer shall sell any Common Shares to any Person and that any such decision to sell any Common Shares by such Buyer shall be made, in the sole discretion of such Buyer, at the time such Buyer elects to effect any such sale, if any.