Purchaser’s Conditions to Closing. The Purchaser’s obligations to consummate the transactions contemplated hereby at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser in writing in whole or in part):

Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:

Deliver to the Administrative Agent (and, in the case of clause (ii), to the Title Insurance Company) within 60 days (as such period may be extended from time to time by the Administrative Agent upon request of the Borrower, such extension not to be unreasonably withheld or delayed) of the Closing Date each of the following in form and substance reasonably satisfactory to the Administrative Agent:

Seller's Obligations at Closing. At or prior to the Closing, Seller shall execute and deliver, or cause to be executed or delivered, to or at the direction of Purchaser, the following (herein referred to collectively as the “Seller Closing Documents”):

Seller’s Post Closing Obligations. The Property lies within the boundaries and jurisdiction of the Harris County Improvement District No. 17 (the “District”). The District was created to, amongst other things, provide sewer and utility infrastructure to the Property. Pursuant to that certain agreement titled the “Harris County Improvement District No. 17 – Black Oak Utility Service Agreement” (the “USA”) and the FMA, and other Ancillary Agreements between the District, the Seller, and Aqua Texas, Inc. (the “Utility”) which are referenced herein and incorporated herein by reference in [Exhibit F], the Seller is obligated to construct certain sewer and water utility infrastructure improvements, including internal sewer/water lines within the Property subdivision, a lift station, a force main, and other onsite and offsite improvements (such improvements, insofar as those improvements pertain to, service, and/or if not completed would have a negative impact on servicing the Property, are collectively, the “Improvements”). After Seller’s completion of the Improvements, the Utility is to take over, accept and operate the Improvements, along with separate facilities constructed by the Utility, in order to provide water and sewer service to the lots within the Property subdivision. To facilitate the construction of the Improvements, the Escrow Funds held by the District are or will be accessible by Seller to complete the construction. The parties acknowledge that the Improvements may not be complete prior to Closing. However, Seller will continue its work on the Improvements and complete the Improvements after Closing, in accordance with the terms and schedules stated herein and in the USA, the FMA,and other Ancillary Agreements with specific regard to the Property .

Certain Post-Closing Obligations. The Borrowers shall deliver the documents or take the actions specified on [Schedule 6.18] as and when required and, where applicable, by the dates set forth on [Schedule 6.18], as such dates may be postponed by the Administrative Agent in its reasonable discretion.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $10,000,000 of Shares and Warrants; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Series B Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designees. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in [Sections 2.2 and 2.3], the Closing shall occur at the offices of the Placement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Warrants) delivered on or prior to 4:00 p.m. (New York City time) on the Trading Day prior to the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Warrants) for purposes hereunder, provided that payment of the aggregate Exercise Price (as defined in the Warrants) (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

Closing. Upon the terms and subject to the conditions set forth in this Agreement, the closing of the transaction contemplated by this Agreement (the “Closing”) shall take place at the offices of Morris, Nichols, Arsht & Tunnell LLP, or at such other place as the parties mutually agree upon, on such day and at such time as may be mutually agreed upon by the parties (the “Closing Date”), it being understood that Closing shall occur within thirty (30) days of the parties receiving approval from the Delaware Public Service Commission (“DPSC”) to consummate the transaction contemplated hereby.

Closing. The closing of the Exchange (the “Closing”) shall take place by facsimile, electronic imagine or similar service, at 10:00 a.m. Central Time on January 22, 2018, or on such other date or at such other time or place as the Parties agree in writing.

Closing. The “Closing” of the transactions undertaken herein will take place immediately following the execution of this Agreement.