The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

#[[Organization B:Organization]] and the Shareholders’ Closing of the Acquisition are contingent upon the following conditions precedent, or their waiver thereof:

Closing Conditions. The obligation of the Company to purchase the Shares at the Shares Closing under this Agreement shall be subject in all respects to the consummation of the Business Combination, such Shares being free and clear of all liens and other encumbrances as of the Shares Closing and such Shares being continuously held by the Investors from the closing of the Business Combination through the Put Date.

The obligation hereunder of the Subscriber to acquire and pay for the Purchased Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Subscriber’s sole benefit and may be waived by the Subscriber at any time in its sole discretion.

Closing Conditions. All obligations of the Purchaser and Seller to consummate the purchase and sale of Membership Units are subject to the fulfillment of each of the following conditions, except in the event the parties hereto shall all waive one or more of such conditions in writing:

Buyer’s Conditions to Closing. The obligation of Buyer to purchase the Shares at the Closing is subject to the fulfillment to Buyer’s satisfaction, at or prior to the Closing Date, of the following conditions.

All necessary approvals under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer of the Shares shall have been received.

. Effectiveness of this Agreement is subject to satisfaction of the following conditions precedent:

Seller’s Conditions of Closing. The obligations of Seller to be performed at Closing are subject to the fulfillment or waiver, at Closing, of each of the following conditions:

Conditions Precedent to Closing. In addition to those conditions precedent which are standard for similar transactions, closing of the Exchange will be subject to the following additional conditions: