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application and other documents to the Northern Board no later than June 30, 2023 ("Application <br />Deadline"). However, the Parties understand that the Northern Board is ultimately responsible <br />for the timing of its deliberations and decisions. <br />C. Contingency Deadline. The Parties shall use reasonable efforts to secure <br />approval of the sale and transfer of the CBT Units. and any other necessary approvals required to <br />facilitate the transactions contemplated hereunder. However, if despite the Parties' good faith <br />efforts, the contingency is not satisfied as of September 25, 2023 ("Contingency Deadline"), then <br />this contingency shall be deemed unfulfilled, this Agreement shall terminate and be of no further <br />force or effect, and each Party hereto shall be released from all rights and obligations hereunder, <br />whereupon the Earnest Money Deposit and the Purchase Price Balance, if in the possession of the <br />Escrow Agent, shall be immediately returned to Purchaser. <br />7. Closing Conditions. Closing on purchase and sale of the CBT Units hereunder shall <br />be conditioned upon the occurrence of all of the following conditions (the "Closing Conditions"): <br />a. Timely delivery by Purchaser of the Earnest Money Deposit to the Escrow Agent; <br />b. Delivery by Purchaser to the Escrow Agent of the Purchase Price Balance on or <br />before August 12, 2023; <br />C. Delivery by Seller to Purchaser of the Due Diligence Materials indicating Seller's <br />ownership of the CBT Units and providing that there are no Liens encumbering the CBT Units, <br />except for those to be released at Closing. The Due Diligence Materials shall be updated and <br />current to the date of Northern approval; <br />d. Written approval by Northern of the sale and transfer of the CBT Units to <br />Purchaser; <br />Written approval by Northern of an Allotment Contract covering the CBT Units; <br />and <br />f. Delivery by Seller to Purchaser of executed originals of releases of all Liens, if <br />any, that encumber the CBT Units, together with any other necessary documents with respect to <br />such releases. <br />8. Closing. Provided that the Northern Approval Contingency and the Closing <br />Conditions have been satisfied, Closing shall occur on August 24, 2023, or on such other date as the <br />Parties may agree in writing ("Closing Date"), but in any event not sooner than two (2) business days <br />following Northern Board approval. By written notice, either Party may defer the Closing Date by <br />up to thirty (30) days as necessary to secure Northern approval and/or the satisfaction of the Closing <br />Conditions. At Closing, Seller and Purchaser shall deliver and execute all necessary documents to <br />complete the transfer of the CBT Units. If, upon the expiration of the Contingency Deadline, <br />Northern has not approved the transfer of the CBT Units as provided herein, or the Closing <br />Conditions have not been satisfied as provided herein, and the same are not rescheduled or deferred <br />Page 3 of 10 <br />