Common use of Additional Conditions to the Obligations of the Company Clause in Contracts

Additional Conditions to the Obligations of the Company. The respective obligations of the Company to effect the Closing are subject to the satisfaction of the following conditions on or before the Closing Date: (a) The representations and warranties set forth in Article 2 of this Agreement will be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though then made; (b) ADS shall have performed, in all material respects, each obligation and agreement and complied with each covenant required to be performed and complied with by it under Article 5 of this Agreement prior to the Closing Date; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS shall have delivered to the Company the following: (1) a certificate executed on behalf of ADS stating that the conditions set forth in Sections 6.4(a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLE

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the Closing are Merger is subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions on or before the Closing Date: further conditions: (a) The (i) Parent shall have performed in all material respects all of its obligations hereunder required to be performed by it as of or prior to the Closing Date and (ii) (A) the representations and warranties of Parent and Merger Subsidiary set forth in Article 2 Section 4.10(b) of this Agreement will shall be true and correct in all material respects at and as of the Closing Date as though made at and as of the date hereof of this Agreement and at and as of the Closing Date, (B) the representations and warranties of Parent and Merger Subsidiary set forth in the first two sentences of Section 4.5 shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though then made; made at and as of the Closing Date except for De Minimis Inaccuracies, (bC) ADS the representations and warranties of Parent and Merger Subsidiary set forth in Section 4.5 (other than the first two sentences thereof) shall have performed, be true and correct in all material respects, each obligation respects at and agreement and complied with each covenant required to be performed and complied with by it under Article 5 as of the date of this Agreement prior to and at and as of the Closing Date; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any Date as though made at and as of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS and (D) the representations and warranties of Parent and Merger Subsidiary set forth in Article IV of this Agreement other than those described in the preceding clauses (A)-(C) shall be true and correct (disregarding all qualifications or limitations as to “material”, “materiality” or “Parent Material Adverse Effect”) at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except where the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; provided, however, that, with respect to clauses (A), (B), (C) and (D) above, representations and warranties that are made as of a particular date or period shall be true and correct (consistent with the respective thresholds set forth in clause (A), (B), (C) or (D) as applicable) only as of such date or period. (b) The Company shall have delivered to the Company the following: (1) received a certificate of Parent, executed on its behalf by an authorized officer of ADS stating Parent, dated the Closing Date, certifying that the conditions set forth in Sections 6.4(aSection 8.3(a)(i) through and Section 8.3(a)(ii) have been satisfied. (c) The Company shall have received a written opinion of this Agreement have been satisfied; (2) resolutions duly adopted by the Board Xxxxxxxx, Xxxxxx, Xxxxx & Xxxx, or, if Xxxxxxxx, Lipton, Xxxxx & Xxxx is unable, or declines, to deliver such opinion, of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents tax counsel of nationally recognized standing as Parent and the Company may reasonably request in connection with the transactions contemplated hereby; and mutually agree, such agreement not to be unreasonably withheld, conditioned or delayed (6it being understood that Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP is mutually agreed to be acceptable other tax counsel) a certificate representing that since the date (“Tax Counsel”), dated as of the execution of this AgreementClosing Date, there has not been any material adverse change and in ADS business, andform and substance reasonably satisfactory to the Company, to the knowledge effect that, on the basis of ADSfacts, no event has occurred representations and assumptions set forth or circumstance exists that reasonably would be expected referred to result in such opinion, the Merger will qualify as a material adverse change; and (b“reorganization” within the meaning of Section 368(a) since the date of the execution Code (the “Tax Opinion”). In rendering the Tax Opinion, Tax Counsel shall be entitled to receive and rely upon the certificates that shall be provided to it by each of this Agreement, the Company and except Parent pursuant to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLESection 7.4(b).

Additional Conditions to the Obligations of the Company. The respective obligations of the Company to effect the Closing are Merger shall be subject to the satisfaction fulfillment of each of the following conditions on additional conditions, any one or before more of which may be waived in writing by the Closing Date: Company: (ai) The representations and warranties set forth of Buyer and Merger Sub contained in Article 2 of this Agreement will not qualified with any “Material Adverse Effect” qualifier shall be true and correct in all material respects respects, so long as any failures of such representations and warranties to be true and correct in all respects, taken together, have not had a Buyer Material Adverse Effect (it being understood that for purposes of determining accuracy of such representations and warranties all qualifications based on the word “material” contained in such representations and warranties shall be disregarded), and (ii) the representations and warranties of Buyer and Merger Sub contained in this Agreement qualified with any “Material Adverse Effect” qualifier shall be true and correct in all respects; in the case of each of (i) and (ii), as of the date hereof and at of this Agreement and as of the Closing Date Effective Time except to the extent such representations and warranties relate to an earlier date, in which case as though then made; of such earlier date. (b) ADS Buyer and Merger Sub shall have performed, performed and complied in all material respects, each obligation respects with all agreements and agreement and complied with each covenant obligations required by this Agreement to be performed and or complied with by it under Article 5 of this Agreement them on or prior to the Closing Date; . (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS Buyer shall have delivered to the Company the following: (1) furnished a certificate executed on behalf by one of ADS stating that its officers to evidence compliance with the conditions set forth in Sections 6.4(a8.1(a) through and (cb) of this Agreement Agreement. (d) No Buyer Material Adverse Effect shall have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that occurred since the date of the execution Agreement. (e) The Buyer Common Stock issuable in connection with the Merger shall have been authorized for listing on NASDAQ, subject to official notice of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLEissuance on NASDAQ.

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the Closing are Merger is subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions on or before the Closing Date: further conditions: (a) The (i) Parent shall have performed in all material respects all of its obligations hereunder required to be performed by it as of or prior to the Closing Date and (ii) (A) the representations and warranties of Parent and Merger Subsidiary set forth in Article 2 Section 4.10(b) of this Agreement will shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though then made; made at and as of the Closing Date, (bB) ADS the representations and warranties of Parent and Merger Subsidiary set forth in the first three sentences of Section 4.5 shall have performedbe true and correct at and as of the Closing Date as though made at and as of the Closing Date except for De Minimis Inaccuracies, (C) the representations and warranties of Parent and Merger Subsidiary set forth in the last sentence of Section 4.4, Section 4.5 (other than the first three sentences thereof) shall be true and correct in all material respectsrespects at and as of the Closing Date as though made at and as of the Closing Date, each obligation (D) the representations and agreement warranties of Parent and complied with each covenant required to be performed and complied with by it under Article 5 of Merger Subsidiary set forth in this Agreement prior to other than those described in the preceding clauses (A)-(C) that are qualified by “Company Material Adverse Effect” shall be true and correct as so qualified at and as of the Closing Date as though made at and as of the Closing Date; (c) No action provided, however, that if all such “Parent Material Adverse Effect” qualifications are disregarded and any resulting individual failure of any such representation or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions warranty to be declared unlawful or rescinded; true and (d) On correct at and as of the Closing Date, ADS when aggregated with up to four other (x) individual such failures or (y) individual failures of any representation or warranty of Parent or Merger Subsidiary set forth in this Agreement that is not qualified by “Parent Material Adverse Effect”, to be true and correct at and as of the Closing Date, would reasonably be expected to have a Parent Material Adverse Effect, then the condition set forth in this Section 8.3(a) shall be deemed unsatisfied; and (E) the representations and warranties of Parent and Merger Subsidiary set forth in this Agreement other than those described in the preceding clauses (A)-(D) shall be true and correct at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; provided, however, that, with respect to clauses (A), (B), (C), (D) and (E) above, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clause (A), (B), (C), (D) or (E) as applicable) only as of such date or period. (b) The Company shall have delivered to the Company the following: (1) received a certificate of Parent, executed on its behalf by an authorized officer of ADS stating Parent, dated the Closing Date, certifying that the conditions set forth in Sections 6.4(aSection 8.3(a)(i) through (cand Section 8.3(a)(ii) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLE.

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the Closing are Merger is subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions on or before the Closing Date: further conditions: (a) The (i) Parent shall have performed in all material respects all of its obligations hereunder required to be performed by it as of or prior to the Closing Date and (ii) (A) the representations and warranties of Parent and Merger Subsidiary set forth in Article 2 Section 4.10(b) of this Agreement will shall be true and correct in all material respects at and as of the date hereof of this Agreement and at and as of the Closing Date as though then made; (b) ADS shall have performed, in all material respects, each obligation made at and agreement and complied with each covenant required to be performed and complied with by it under Article 5 as of this Agreement prior to the Closing Date; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS (B) the representations and warranties of Parent and Merger Subsidiary set forth in the first three sentences of Section 4.6 shall be true and correct at and as of the Closing Date as though made at and as of the Closing Date except for De Minimis Inaccuracies, (C) the representations and warranties of Parent and Merger Subsidiary set forth in the last sentence of Section 4.5, Section 4.6 (other than the first three sentences thereof) shall be true and correct in all material respects at and as of the Closing Date as though made at and as of the Closing Date and (D) the other representations and warranties of Parent and Merger Subsidiary set forth in Article IV of this Agreement shall be true and correct at and as of the Closing Date as though made at and as of the Closing Date, except where the failure to be so true and correct (disregarding all qualifications or limitations as to “material”, “materiality” or “Parent Material Adverse Effect”) would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; provided, however, that, with respect to clauses (A), (B), (C) and (D) above, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clause (A), (B), (C) or (D), as applicable) only as of such date or period. (b) The Company shall have delivered to the Company the following: (1) received a certificate of Parent, executed on its behalf by an authorized officer of ADS stating Parent, dated the Closing Date, certifying that the conditions set forth in Sections 6.4(aSection 8.3(a)(i) through (cand Section 8.3(a)(ii) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLE.

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the Closing are Combination is subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions on or before the Closing Date: further conditions: (a) The (i) Parent shall have performed in all material respects all of its obligations hereunder required to be performed by it as of or prior to the Closing Date and (ii) (A) the representations and warranties of Parent, Merger Subsidiary 1 and Merger Subsidiary 2 set forth in Article 2 Section 4.10(b) of this Agreement will shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though then made; made at and as of the Closing Date, (bB) ADS the representations and warranties of Parent, Merger Subsidiary 1 and Merger Subsidiary 2 set forth in the first three sentences of Section 4.5 shall have performedbe true and correct at and as of the Closing Date as though made at and as of the Closing Date except for De Minimis Inaccuracies, (C) the representations and warranties of Parent, Merger Subsidiary 1 and Merger Subsidiary 2 set forth in the last sentence of Section 4.4, Section 4.5 (other than the first three sentences thereof) shall be true and correct in all material respectsrespects at and as of the Closing Date as though made at and as of the Closing Date, each obligation (D) the representations and agreement warranties of Parent, Merger Subsidiary 1 and complied with each covenant required to be performed and complied with by it under Article 5 of Merger Subsidiary 2 set forth in this Agreement prior to other than those described in the preceding clauses (A)-(C) that are qualified by “Company Material Adverse Effect” shall be true and correct as so qualified at and as of the Closing Date as though made at and as of the Closing Date; (c) No action provided, however, that if all such “Parent Material Adverse Effect” qualifications are disregarded and any resulting individual failure of any such representation or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions warranty to be declared unlawful or rescinded; true and (d) On correct at and as of the Closing Date, ADS when aggregated with up to four other (x) individual such failures or (y) individual failures of any representation or warranty of Parent, Merger Subsidiary 1 or Merger Subsidiary 2 set forth in this Agreement that is not qualified by “Parent Material Adverse Effect”, to be true and correct at and as of the Closing Date, would reasonably be expected to have a Parent Material Adverse Effect, then the condition set forth in this Section 8.3(a) shall be deemed unsatisfied; and (E) the representations and warranties of Parent, Merger Subsidiary 1 and Merger Subsidiary 2 set forth in this Agreement other than those described in the preceding clauses (A)-(D) shall be true and correct at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; provided, however, that, with respect to clauses (A), (B), (C), (D) and (E) above, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clause (A), (B), (C), (D) or (E) as applicable) only as of such date or period. (b) The Company shall have delivered to the Company the following: (1) received a certificate of Parent, executed on its behalf by an authorized officer of ADS stating Parent, dated the Closing Date, certifying that the conditions set forth in Sections 6.4(aSection 8.3(a)(i) through (cand Section 8.3(a)(ii) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLE.

Additional Conditions to the Obligations of the Company. The respective obligations Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion: (a) the representations and warranties made by the Buyer in this Agreement shall be true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Buyer Material Adverse Effect (and, for this purpose, any reference to “material”, “Buyer Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored) and the Buyer shall have provided to the Company a certificate of two senior officers of the Buyer certifying the foregoing dated the Effective Date; (b) the Buyer shall have fulfilled or complied in all material respects with its covenants contained in this Agreement to be fulfilled or complied with by it on or before the Effective Time and the Buyer shall have provided to the Company a certificate of two senior officers of the Buyer certifying the foregoing dated the Effective Date; (c) the Buyer shall have complied with its obligations under Section 2.09 and the Depositary shall have confirmed receipt of the Consideration Shares; (d) the Buyer shall have received resignations and releases from each Person from whom it may be required in order to give effect to the Closing are Key Employment Agreements, effective as of the Effective Date, against receipt by such Persons of commercially reasonably releases from the Buyer and, in both cases, acceptable to the Company, acting reasonably, and no change of control or similar payments shall be owing by the Buyer or the Company as a result of the completion of the Arrangement; (e) there will not have occurred prior to the date hereof a Buyer Material Adverse Effect in respect of the Buyer that has not been publically disclosed or disclosed to the Company in writing by the Buyer prior to the date hereof and, between the date hereof and the Effective Time, there will not have occurred a Buyer Material Adverse Effect or any event, occurrence, circumstance or development that would reasonably be expected to have a Buyer Material Adverse Effect; (f) the Buyer shall have delivered evidence satisfactory to the Company, acting reasonably, of the approval of (i) the issuance of the Consideration Shares (and the issuance of Buyer Shares upon the valid exercise of Company Options and Company Warrants in accordance with their terms, as adjusted by the Plan of Arrangement) by the board of directors of the Buyer as fully paid and non- assessable shares of the Buyer, and (ii) the listing and posting for trading on the CSE of the Consideration Shares, subject only in each case to the satisfaction of the following customary listing conditions on or before the Closing Date: (a) The representations and warranties set forth in Article 2 of this Agreement will be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though then made; (b) ADS shall have performedCSE, in all material respects, each obligation and agreement and complied with each covenant required to be performed and complied with by it under Article 5 of this Agreement prior to the Closing Date; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS shall have delivered to the Company the following: (1) a certificate executed on behalf of ADS stating that the conditions set forth in Sections 6.4(a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company case may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLEbe

Additional Conditions to the Obligations of the Company. The respective obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions on additional conditions, any or before all of which may be waived in whole or in part by the Closing Date: Company to the extent permitted by applicable Law: (a) The (i) the representations and warranties of Parent set forth in Article 2 of this Agreement will Section 5.2 that are qualified as to materiality shall be true and correct, and (ii) the representations and warranties that are not so qualified shall be true and correct in all material respects respects, except where any such failure to be true and correct would not individually or in the aggregate materially adversely affect or impair Parent’s ability to consummate the Merger or other transactions contemplated hereunder, in each case as of the date hereof and at and as of the Closing Date as though then made; (b) ADS shall have performed, in all material respects, each obligation and agreement and complied with each covenant required to be performed and complied with by it under Article 5 of this Agreement prior to the Closing Date; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS shall have delivered to the Company the following: (1) a certificate executed on behalf of ADS stating that the conditions set forth in Sections 6.4(a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and as of the Effective Time with the same force and effect as if made on and as of the Effective Time (except to the extent contemplated by expressly made as of an earlier date, in which case as of such date); (b) Parent and its Subsidiaries shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this AgreementAgreement as of or prior to the Effective Time; (c) Parent shall have obtained all consents, ADS has conducted its business approvals, orders, releases or authorizations (“Consents”) from, and Parent shall have made all filings and registrations (“Filings”) to or with, any Person, including without limitation any Governmental Authority, necessary to be obtained or made in order for the Company to consummate the Merger, unless the failure to obtain such Consents or make such Filings would not, individually or in the ordinary course aggregate, materially adversely affect or impair Parent’s ability to consummate the Merger; (d) Each of business. ARTICLEParent, Merger Sub and the Exchange Agent shall have executed and delivered the Escrow Agreement; and (e) Parent shall have delivered or have caused Merger Sub to deliver the Merger Consideration to the Exchange Agent as provided for in Section 4.3.

Additional Conditions to the Obligations of the Company. The respective obligations of the Company to effect the Closing Merger are subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions on or before additional conditions: (i) Each of the Closing Date: (a) The representations and warranties set forth in Article 2 of this Agreement will Section 4.1 (Organization and Corporate Power), Section 4.2 (Authorization; Vxxxx and Binding Agreement), and Section 4.7 (Brokerage) shall be true and correct in all material respects as of the Closing Date as though made on and as of such date hereof and at time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date) and (ii) each of the other representations and warranties of Parent and Purchaser contained in this Agreement shall be true and correct as of the Closing Date as though then made; made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except, in the case of this clause (ii), where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect”) has not had, individually or in the aggregate, a Parent Material Adverse Effect. (b) ADS Each of Parent and Purchaser shall have performedperformed and complied with, in all material respects, each obligation its obligations and agreement and complied with each covenant covenants required to be performed and complied with by it under Article 5 of this Agreement at or prior to the Closing Date; Effective Time. (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS Parent shall have delivered to the Company the following: (1) a certificate executed dated as of the Closing Date signed on behalf of ADS stating Parent by a senior executive officer of Parent to the effect that the conditions set forth in Sections 6.4(aSection 6.3(a) through (cand Section 6.3(b) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all satisfied as of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLEClosing Date.

Additional Conditions to the Obligations of the Company. The respective obligations of the Company to effect the Closing are Merger shall be subject to the satisfaction fulfillment of each of the following conditions on additional conditions, any one or before more of which may be waived in writing by the Closing Date: Company: (ai) The representations and warranties set forth of Buyer and Merger Sub contained in Article 2 of this Agreement will not qualified with any "Material Adverse Effect" qualifier shall be true and correct in all material respects respects, so long as any failures of such representations and warranties to be true and correct in all respects, taken together, have not had a Buyer Material Adverse Effect (it being understood that for purposes of determining accuracy of such representations and warranties all qualifications based on the word "material" contained in such representations and warranties shall be disregarded), and (ii) the representations and warranties of Buyer and Merger Sub contained in this Agreement qualified with any "Material Adverse Effect" qualifier shall be true and correct in all respects; in the case of each of (i) and (ii), as of the date hereof and at of this Agreement and as of the Closing Date Effective Time except to the extent such representations and warranties relate to an earlier date, in which case as though then made; of such earlier date. (b) ADS Buyer and Merger Sub shall have performed, performed and complied in all material respects, each obligation respects with all agreements and agreement and complied with each covenant obligations required by this Agreement to be performed and or complied with by it under Article 5 of this Agreement them on or prior to the Closing Date; . (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS Buyer shall have delivered to the Company the following: (1) furnished a certificate executed on behalf by one of ADS stating that its officers to evidence compliance with the conditions set forth in Sections 6.4(a8.1(a) through and (cb) of this Agreement Agreement. (d) No Buyer Material Adverse Effect shall have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that occurred since the date of the execution Agreement. (e) The Buyer Common Stock issuable in connection with the Merger shall have been authorized for listing on NASDAQ, subject to official notice of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLEissuance on NASDAQ.

Additional Conditions to the Obligations of the Company. The respective obligations of the Company to effect consummate the Closing are Transactions is subject to the satisfaction of the following conditions on additional conditions, any one or before more of which may be waived in writing by the Closing Date: Company: (a) The Each of the representations and warranties set forth of Acquiror and Merger Sub contained in Article 2 of this Agreement will (other than the representations and warranties of Acquiror and Merger Sub contained in Section 5.13 (Capitalization)) (without giving effect to any materiality qualification therein) shall be true and correct in all material respects as of the date hereof and Closing Date, as if made anew at and as of that time (except to the Closing Date extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as though then made; of such earlier date). (b) ADS The representations and warranties of Acquiror and Merger Sub contained in Section 5.13 (Capitalization) shall be true and correct other than de minimis inaccuracies, as of the Closing Date, as if made anew at and as of that time. (c) Each of the covenants of Acquiror and Merger Sub to be performed as of or prior to the Closing shall have performed, been performed in all material respects. (d) The Acquiror Second A&R Certificate of Incorporation, each obligation substantially in the form attached hereto as Exhibit L-1, shall have been filed with the Secretary of State of the State of Delaware and agreement Acquiror shall have adopted the Acquiror A&R Bylaws, substantially in the form attached hereto as Exhibit L-2. (e) Acquiror shall have executed and complied with each covenant delivered the Registration Rights Agreement. (f) Acquiror shall have executed and delivered the Shareholder Agreement. (g) Each of the covenants of the Sponsor required under the Sponsor Agreement to be performed and complied with by it under Article 5 as of this Agreement or prior to the Closing Date; shall have been performed in all material respects. (ch) No action The Available Closing Date Cash shall be equal to or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any in excess of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and $450,000,000. (di) On the Closing Date, ADS Acquiror shall have delivered to the Company the following: (1) a certificate executed on behalf signed by an officer of ADS stating that Acquiror, dated the conditions set forth in Sections 6.4(a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the executionClosing Date, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, andcertifying that, to the knowledge and belief of ADSsuch officer, no event has occurred or circumstance exists that reasonably would be expected to result the conditions specified in such a material adverse change; Section 9.03(a), Section 9.03(b) and Section 9.03(c) have been fulfilled. (bj) since the date of the execution of this Agreement, and except Acquiror shall have delivered to the extent contemplated by this Agreement, ADS has conducted its business Company a lock-up agreement substantially in the ordinary course of business. ARTICLEform attached hereto as Exhibit M executed by the Sponsor.

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect the Closing are Merger is also subject to the satisfaction each of the following conditions on at or before prior to the Closing Date: Effective Time: (a) The Adherex shall have divested itself of all non-cancer assets and businesses of Adherex, which assets and businesses are set forth in Schedule 6.3(a) hereof to a corporation to be created by Adherex prior to the Effective Time (collectively, the “Spin-Out”); (b) the representations and warranties set forth of Adherex and Adherex US contained in Article 2 of this Agreement will shall be true and correct in all material respects as of the date hereof and at on and as of the Closing Date Effective Time, except for changes contemplated by this Agreement or the Spin-Out, and except for those representations and warranties which address matters only as though then made; of a particular date (bwhich shall remain true and correct as of such date) ADS with the same force and effect as if made on and as of the Effective Time, and the Company shall have performed, received a certificate to such effect signed by each of the President and Chief Financial Officer of each of Adherex and Adherex US; (c) each of Adherex and Adherex US shall have performed or complied in all material respects, each obligation respects with all agreements and agreement and complied with each covenant covenants required by this Agreement to be performed and or complied with by it under Article 5 on or prior to the Effective Time, and the Company shall have received a certificate to such effect signed by each of the President and Chief Financial Officer of each of Adherex and Adherex US; (d) all material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by Adherex and Adherex US for the authorization, execution and delivery of this Agreement prior to and the Closing Date; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any consummation by it of the transactions contemplated hereby or cause such shall have been obtained and made by Adherex and Adherex US; (e) Adherex and Adherex US shall have delivered to the Company: (i) certified copies of resolutions duly passed by the Adherex Board and the Adherex US Board approving this Agreement and the consummation of the transactions to be declared unlawful or rescindedcontemplated hereby; and (ii) certified copies of duly passed resolutions of Shareholders and the stockholder of Adherex US approving the Merger and the consummation of the transactions contemplated thereby; (df) On the Closing Date, ADS Adherex shall have delivered to the Company a certified copy of the followingapproval described in sub-section 6.1(a) hereof; (g) the Company shall have received an opinion of its counsel that the transactions contemplated hereunder shall qualify as a tax free reorganization under Section 368 of the Tax Code and that the Stockholders will not recognize gain for U.S. income tax purposes upon the conversion of their Common Stock for Merger Securities pursuant to the Merger; (h) Adherex or Adherex US (as applicable) shall have delivered to the Company: (1i) a certificate executed on behalf or certificates dated as of ADS stating that dates not more than five days prior to the conditions set forth Effective Time, from Industry Canada and other appropriate authorities as to the good standing, and qualification to do business, of Adherex in Sections 6.4(aeach jurisdiction where Adherex is so qualified; and (ii) through a certified copy Constating Documents as of a date not more than two days prior to the Effective Time; and (ciii) a copy certified by the Secretary of this Agreement State of the State of Delaware of the Adherex US Certificate of Incorporation as of a date not more than two days prior to the Effective Time; (i) no material injunction shall have been satisfied; (2) resolutions duly adopted by obtained, and no material suit, action or other proceeding shall be pending or threatened before any court or governmental entity in which it is sought to restrain or prohibit or, in the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all reasonable belief of the outstanding Company Board, materially modify the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with consummation of the transactions contemplated hereby; and (6) , or involving a certificate representing claim that since the date consummation of the execution transactions contemplated hereby would result in a violation of any law, decree or regulation of any government entity; (j) the form and substance of all legal matters contemplated hereby and of all papers delivered hereunder shall be reasonably acceptable to the Company; and (k) Legal counsel for Adherex, shall have delivered to the Company an opinion with respect to (i) the resale of the Merger Shares and the Warrant Shares immediately following the Effective Time pursuant Regulation S under the U.S. Act and under Canadian Securities Laws and the rules and regulations of the TSX, (ii) the good standing of Adherex and Adherex US, (iii) the authority of Adherex and Adherex US to enter into this Agreement, there has not been any material adverse change in ADS business, and(iv) the distribution of securities of the corporation to be created by Adherex prior to the Effective Time, to the knowledge existing shareholders of ADSAdherex, no event has occurred or circumstance exists that reasonably would in order to effect the Spin-Out shall be expected to result in such a material adverse change; exempt from the prospectus and registered dealer requirements of the securities laws of each province and territory of Canada. and (bv) since the date of the execution enforceability of this AgreementAgreement against Adherex and Adherex US, and except in a form acceptable to the extent contemplated by this Agreement, ADS has conducted Company and its business in the ordinary course of business. ARTICLEcounsel acting reasonably.

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the Closing are Merger shall be subject to the satisfaction fulfillment (or, to the extent permitted by applicable Law waiver by the Company) at or prior to the Effective Time of the following conditions on or before the Closing Date: additional conditions: (a) The Spinco and Verizon shall have performed in all material respects and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them at or prior to the Effective Time. (b) Each of the representations and warranties of Verizon and Spinco (i) set forth in Article 2 IV and Article V (other than Sections 4.2(a) and 5.3(a)) of this Agreement will shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made on and as of such date, except for representations and warranties that speak as of an earlier date or period which shall be true and correct as of such date or period; provided, however, that for purposes of this clause, such representations and warranties shall be deemed to be true and correct unless the failure or failures of all such representations and warranties to be so true and correct, without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Verizon or Spinco and (ii) set forth in Sections 4.2(a) and 5.3(a) of this Agreement shall be true and correct in all material respects as of the date hereof and at of this Agreement and as of the Closing Date as though then made; (b) ADS shall have performed, in all material respects, each obligation made on and agreement and complied with each covenant required to be performed and complied with by it under Article 5 as of this Agreement prior to the Closing Date; . (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; Verizon and (d) On the Closing Date, ADS Spinco shall have delivered to the Company a certificate, dated as of the following: (1) Effective Time, of a certificate executed on behalf senior officer of ADS stating that each of Verizon and Spinco certifying the satisfaction of the conditions set forth in Sections 6.4(asubsection (a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this AgreementSection 8.3. (d) Spinco and Verizon (or a Subsidiary thereof) shall have entered into the applicable Transaction Agreements, and except to the extent timely, performed them in all material respects, and each such agreement shall be in full force and effect. (e) Except as disclosed in the Spinco Disclosure Letter or as expressly contemplated by this Agreementthe Transaction Agreements, ADS since the Interim Balance Sheet Date, there shall have been no event, occurrence, development or state of circumstances or facts that has conducted its business or would have, individually or in the ordinary course aggregate, a Material Adverse Effect on Spinco or the Spinco Business. (f) The Company shall have received the consent of business. ARTICLElenders under the Company Credit Agreement holding at least 51% of the aggregate outstanding term loans and revolving commitments thereunder to effect the Merger; provided, that this condition shall be deemed satisfied upon consummation of the New Financing or the Alternative Financing.

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the Closing are Merger is subject to the satisfaction of the following conditions on additional conditions, any one or before more of which may be waived in writing by the Closing Date: Company: (a) Representations and Warranties. The representations and warranties set forth of Acquiror and Merger Sub contained in Article 2 Section 5.01 (Organization, Standing and Corporate Power), Section 5.02(a) (Corporate Authority; Approval; Non-Contravention), Section 5.10(h)(i) (Absence of this Agreement will Certain Changes or Events) and Section 5.08 (Brokers) shall each be true and correct in all material respects as of the date hereof Closing Date as though made on the Closing Date, except to the extent that any such representation and at warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date. The representations and warranties of Acquiror and Merger Sub contained in Section 5.13 (Capitalization), shall be true and correct in all respects other than de minimis inaccuracies as of the Closing Date as though then made; (b) ADS shall have performed, in all material respects, each obligation and agreement and complied with each covenant required to be performed and complied with by it under Article 5 of this Agreement prior to the Closing Date; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On made on the Closing Date, ADS shall have delivered to the Company the following: (1) a certificate executed on behalf of ADS stating that the conditions set forth in Sections 6.4(a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent contemplated by that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date. All other representations and warranties of Acquiror and Merger Sub contained in this AgreementAgreement shall be true and correct (without giving any effect to any limitation as to “materiality” or “material adverse effect” or any similar limitation set forth therein) as of the Closing Date, ADS has conducted its business as though made on and as of the Closing Date, except (i) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date and (ii) where the ordinary course failure of business. ARTICLEsuch representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a material adverse effect on Acquiror.

Additional Conditions to the Obligations of the Company. The respective obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions on additional conditions, any or before all of which may be waived in whole or in part by the Closing Date: Company to the extent permitted by applicable Law: (a) The (i) the representations and warranties of Parent set forth in Article 2 of this Agreement will Section 5.2 that are qualified as to materiality or Parent Material Adverse Effect shall be true and correct, and (ii) the representations and warranties that are not so qualified shall be true and correct in all material respects respects, except where any such failure to be true and correct would not individually or in the aggregate result in a Parent Material Adverse Effect, in each case as of the date hereof and at of this Agreement, and as of the Closing Date Effective Time with the same force and effect as though then made; if made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date); (b) ADS Parent and its Subsidiaries shall have performed, performed or complied in all material respects, each obligation respects with its agreements and agreement and complied with each covenant covenants required to be performed and or complied with by it under Article 5 of this Agreement as of or prior to the Closing Date; Effective Time; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS Parent shall have delivered to the Company the following: (1) a certificate executed on behalf of ADS stating any senior executive officer of Parent to the effect that each of the conditions set forth specified in Sections 6.4(aclauses (a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since of this Section 7.2 is satisfied; Table of Contents (d) Parent shall have obtained all consents, approvals, orders, releases or authorizations (“Consents”) from, and Parent shall have made all filings and registrations (“Filings”) to or with, any Person, including without limitation any Governmental Authority, necessary to be obtained or made in order for the Company to consummate the Merger, unless the failure to obtain such Consents or make such Filings would not, individually or in the aggregate, have a Material Adverse Effect; (e) each of Parent, Merger Sub and the Exchange Agent shall have executed and delivered the Escrow Agreement; (f) Parent shall have delivered or have caused Merger Sub to deliver the Merger Consideration to the Exchange Agent as provided for in Section 4.3; (g) the requisite stockholder approval of this Agreement and the Merger shall have been obtained and remain in full force and effect; (h) the Company shall have received the opinion of Mayer, Brown, Xxxx & Maw LLP (or such other counsel engaged by the Company willing to provide such opinion), based upon representations by Parent, Merger Sub and the Company, and subject to reasonable limitations and assumptions, to the effect that, for Federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368 of the Code and that each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. The issuance of such opinion shall be conditioned on receipt by Mayer, Brown, Xxxx & Maw LLP (or such other counsel engaged by the Company willing to provide such opinion), of representations letters from each of Parent and the Company substantially in compliance with IRS advance ruling guidelines, with reasonable and customary modifications thereto and having such other terms as reasonably requested thereby. Each such representation letter shall be signed and dated on or before the date of such opinion by an authorized officer of Parent or the execution Company, as the case may be, and shall not have been withdrawn or modified in any material respect as of the Effective Time; and (i) from the date of this Agreement, and except Agreement to the extent contemplated by this AgreementEffective Time, ADS there shall not have been any event or development which has conducted its business in the ordinary course of business. ARTICLEhad, or could reasonably be expected to have, a Parent Material Adverse Effect.

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company and Merger Sub to effect consummate the Closing are Merger shall be subject to the satisfaction fulfillment (or, to the extent permitted by applicable Law waiver by the Company) at or prior to the Effective Time of the following conditions on or before the Closing Date: additional conditions: (a) The Spinco and MWV shall have performed in all material respects and complied in all material respects with all covenants required by this Agreement to be performed or complied with at or prior to the Effective Time. (b) Each of the representations and warranties of MWV and Spinco (i) set forth in Article 2 of this Agreement will ARTICLE V and ARTICLE VI (other than Section 5.2(a), Section 6.2(a), and Section 6.3(a)) that are qualified by Material Adverse Effect shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though then made; (b) ADS shall have performed, in all material respects, each obligation and agreement and complied with each covenant required to be performed and complied with by it under Article 5 made as of this Agreement prior to the Closing Date; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS except for representations and warranties that speak as of an earlier date or period which shall be true and correct as of such date or period, (ii) set forth in ARTICLE V and ARTICLE VI (other than Section 5.2(a), Section 6.2(a), and Section 6.3(a) and those representations and warranties qualified by Material Adverse Effect) shall be true and correct as of the Closing Date as though made as of the Closing Date, except for representations and warranties that speak as of an earlier date or period which shall be true and correct as of such date or period, except for such failures to be true and correct as are not having or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Spinco, and (ii) set forth in Section 5.2(a), Section 6.2(a), and Section 6.3(a) shall be true and correct in all respects as of the Closing Date as though made as of the Closing Date, except for representations and warranties that speak as of an earlier date or period which shall be true and correct as of such date or period. (c) MWV and Spinco shall have delivered to the Company a certificate, dated as of the following: (1) Effective Time, of a certificate executed on behalf senior officer of ADS stating that each of MWV and Spinco certifying the satisfaction of the conditions set forth in Sections 6.4(asubsection (a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this AgreementSection 9.3. (d) The Company shall have received the Merger Tax Opinion from Company Tax Counsel, dated the Closing Date. (e) Spinco and MWV (or a Subsidiary thereof) shall have entered into the applicable Transaction Agreements, and except to the extent contemplated by this Agreementapplicable, ADS has conducted its business performed them in the ordinary course of business. ARTICLEall material respects, and each such agreement shall be in full force and effect.

Additional Conditions to the Obligations of the Company. The respective ------------------------------------------------------- obligations of the Company to effect consummate the Closing Merger also are subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions on conditions, any or before all of which may be waived in whole or in part by the Closing Date: Company to the extent permitted by applicable law: (a) The the representations and warranties of Parent set forth in Article 2 of this Agreement will Section ------- 5.2 that are qualified as to materiality or Material Adverse Effect shall --- be true and correct, and such representations and warranties that are not so qualified shall be true and correct, except where any such failure to be true and correct would not individually or in the aggregate result in a Material Adverse Effect to Parent, in each case as of the date of this Agreement, and as of the Effective Time with the same force and effect as if made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), in each case (i) except as permitted or contemplated by this Agreement and (ii) except for changes or developments in the general economic conditions or other factors that are not unique to Parent, its Subsidiaries or other Persons engaged in substantially the same business as Parent and its Subsidiaries; (b) Parent and its Subsidiaries shall have performed or complied in all material respects as of the date hereof with its agreements and at and as of the Closing Date as though then made; (b) ADS shall have performed, in all material respects, each obligation and agreement and complied with each covenant covenants required to be performed and or complied with by it under Article 5 of this Agreement as of or prior to the Closing Date; Effective Time; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS Parent shall have delivered to the Company a certificate of any senior executive officer of Parent to the following: effect that each of the conditions specified in clauses (a), (b) and (d) of this Section 7.2 is ----------- satisfied; (d) from the date of this Agreement to the Effective Time, there shall not have been any event or development which results in a Material Adverse Effect on Parent; (e) Parent shall have obtained all consents, approvals, releases or authorizations ("Consents") from, and Parent shall have made all filings -------- and registrations ("Filings") to or with, any Person, including without ------- limitation any Governmental Entity, necessary to be obtained or made in order for the Company to consummate the Merger, unless the failure to obtain such Consents or make such Filings would not, individually or in the aggregate, have a Material Adverse Effect on the Company; (f) the Company shall have received an opinion of Xxxxxxx & Xxxxxx, P.C., counsel to the Company, in form and substance reasonably acceptable to the Company, based upon facts, representations and assumptions set forth in such opinion which are consistent with the state of facts at the Effective Time, to the effect that for federal income tax purposes (1) the Merger will be treated as a certificate executed on behalf reorganization qualifying under the provisions of ADS stating that the conditions set forth in Sections 6.4(a) through (cSection 368(a) of this Agreement have been satisfied; the Code, and Parent, Merger Sub and the Company will each be a party to the reorganization within the meaning of Section 368(b) of the Code, (2) resolutions duly adopted no gain or loss will be recognized by Parent, Merger Sub or the Board Company as a result of Directors of ADS authorizing the Merger, and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all no gain or loss will be recognized by the holders of the outstanding the ADS Company Shares to be tendered who exchange their Company Shares for Parent Shares pursuant to this Agreementthe Merger (except with respect to cash received in lieu of a fractional share interest), properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since dated the date of the execution Effective Time. In rendering such opinion, counsel may require and rely upon factual representations contained in certificates of this Agreementofficers of Parent, there has not been any material adverse change in ADS businessthe Company, Merger Sub and certain stockholders of Parent and the Company; and, to (g) Parent shall have received the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent accountant's letter contemplated by this Agreement, ADS has conducted its business in the ordinary course of businessSection 6.15 to be received by it. ARTICLE------------

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the Closing are transactions contemplated by this Agreement is subject to the satisfaction of of, or waiver by the Company of, the following conditions on or before the Closing Date: : (a) The the representations and warranties set forth of Parent and Merger Sub contained in Article 2 this Agreement shall be accurate in all respects as of the Closing, with the same force and effect as if made as of the Closing, except that any inaccuracies in such representations and warranties will be disregarded for purposes of this Agreement will Section 8.2(a) if such inaccuracies (considered collectively) do not have a material adverse effect on the economic benefits to be true derived by the holders of shares of Company Capital Stock from the Merger; (b) Parent and correct Merger Sub shall have performed in all material respects as of all the date hereof covenants and at and as of the Closing Date as though then made; (b) ADS shall have performed, in all material respects, each obligation and agreement and complied with each covenant agreements required to be performed and complied with by it them under Article 5 of this Agreement prior to the Closing Date; Closing; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; Parent and (d) On the Closing Date, ADS Merger Sub shall have delivered to the Company each of the following: : (1i) a certificate executed on behalf from an officer of ADS each of Parent and Merger Sub in a form reasonably acceptable to the Company, dated as of the Closing Date, stating that the applicable conditions set forth specified in Sections 6.4(aSection 8.2(a) through and (cb) of this Agreement have been satisfied; ; (2ii) certified copies of the resolutions duly adopted by the Board respective boards of Directors directors of ADS Parent and Merger Sub authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing Agreement and the consummation of all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and and (6iii) a certificate representing that since of good standing from the date Secretary of the execution State of this AgreementDelaware with respect to Merger Sub, there has not been any material adverse change in ADS business, and, dated no more than five (5) Business Days prior to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected Closing Date. (d) Parent shall have delivered the amounts described in Section 3.3; (e) Parent and Escrow Agent shall have delivered to result in such the Escrow Representative a material adverse change; and (b) since the date copy of the execution Escrow Agreement executed by Parent and the Escrow Agent; (f) Parent shall have entered into agreements with employees of this Agreement, the Company obligating Parent to issue restricted stock units or retention bonuses with an aggregate value of at least Two Million Five Hundred Thousand and except 00/100 Dollars ($2,500,000.00); and (g) Parent shall have caused Foreign Purchaser to take all actions necessary to consummate the transactions contemplated by the Assignment Agreement and the IP Purchase Agreement and to pay all amounts due and payable thereunder as of the Business Day immediately prior to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLEClosing Date.

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the transactions contemplated by this Agreement to be consummated at the Closing are is subject to the satisfaction satisfaction, or waiver by the Company, of each of the following additional conditions on or before as of immediately prior to the Closing Date: Closing: (a) (i) The representations and warranties set forth of the Participating Holders contained in Article 2 of this Agreement will Section 4.01 (Organization; Power and Authority), Section 4.02(a) (Authorization) and Section 4.03 (Title to Existing Debentures) shall be true and correct in all material respects as of the date hereof and at as of the Closing (except to the extent that any such representation or warranty by its terms is made as of an earlier date or time, in which case such representation or warranty shall be true and correct in all respects as of such earlier date or time); and (ii) the representations and warranties of the Participating Holders contained in Article 4 other than those listed in Section 6.02(a)(i) shall be true and correct as of the date hereof and as of the Closing Date (except to the extent that any such representation or warranty by its terms is made as though then madeof an earlier date or time, in which case such representation or warranty shall be true and correct as of such earlier date or time) except for such inaccuracies that, individually or in the aggregate, have not and would not reasonably be expected to, prevent, materially delay or materially impede the performance by the Participating Holders of their obligations under this Agreement or the Transaction Agreements; provided, that for purposes of determining the accuracy of such representations and warranties, all materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; (b) ADS Each of the covenants and agreements of the Participating Holders to be performed as of or prior to the Closing shall have performed, been performed in all material respects, each obligation and agreement and complied with each covenant required to be performed and complied with by it under Article 5 of this Agreement prior to the Closing Date; and (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS The Participating Holders shall have delivered to the Company Company: (i) the following: (1) a certificate New Stockholders’ Agreement, duly executed on behalf of ADS stating that the conditions set forth in Sections 6.4(a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing Participating Holders and approving their Affiliates that are parties thereto; (ii) the Exchange and OTPP Designee Subscription Agreement, duly executed by the executionOTPP Designee; and (iii) one or more certificates, delivery and performance of this Agreement; (3) certificates representing all dated as of the outstanding Closing Date and duly executed by the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, andParticipating Holder(s), to the knowledge of ADS, no event has occurred or circumstance exists effect that reasonably would be expected to result in such a material adverse change; and (b) since the date each of the execution of this Agreementconditions specified above in Section 6.02(a) and Section 6.02(b) has been satisfied with respect to the representations and warranties, and except to the extent contemplated by this Agreementperformance of covenants and agreements, ADS has conducted its business in of the ordinary course of business. ARTICLEapplicable Participating Holder(s).

Additional Conditions to the Obligations of the Company. The respective obligations of the Company to effect the Closing are Merger and the other transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment of each of the following conditions on additional conditions, any one or before more of which may be waived in writing by the Closing Date: Company, provided that any such waiver shall preclude the Company from subsequently pursuing any such waived rights: (a) The representations and warranties set forth of Parent and Merger Sub contained in Article 2 of this Agreement will (without regard to any materiality exceptions or provisions therein) shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though then made; (b) ADS shall have performedcorrect, in all material respects, each obligation as of the Effective Time, with the same force and agreement effect as if made at the Effective Time, except (i) for changes specifically permitted by the terms of this Agreement, and (ii) that the accuracy of the representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date. (b) Parent and Merger Sub shall have performed and complied in all material respects with each covenant all agreements, obligations, covenants and conditions required by this Agreement to be performed and or complied with by it under Article 5 of this Agreement them on or prior to the Closing Date; . (c) No action or proceeding before any court or governmental body will be pending or threatened wherein TCT and Xxxx Xxxxxxx shall have entered into a judgmentsoftware license agreement for TestChipWizard, decree or order would prevent any of the transactions contemplated hereby or cause such transactions IC Suite and Testlink software in a form mutually acceptable to be declared unlawful or rescinded; Xxxx Xxxxxxx, TCT and Parent. (d) On the Closing Date, ADS Parent and Merger Sub shall have delivered furnished certificates of their President and Treasurer or Chief Financial Officer to the Company the following: (1) a certificate executed on behalf of ADS stating that evidence compliance with the conditions set forth in Sections 6.4(a7.1(a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) of this Agreement. (e) Parent or Merger Sub shall not have been named as a party to any material Action before a Government Entity. (f) The Shareholder Representative, on behalf of the holders of Outstanding Company Shares, shall have received an opinion of Xxxxxxx Xxxxx & Xxxxxx LLP ("Company Counsel"), dated as of the Closing Date and based on customary representations from Company and Parent, that the Merger will be treated as a "reorganization" within the meaning of Section 368(a) of the Code and Parent, Merger Sub and the Company will be parties to that reorganization; provided, however, if Company Counsel does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed satisfied if Xxxxxx Xxxxxx White & XxXxxxxxx LLP, counsel to the Parent and Merger Sub, ("Parent Counsel") renders such an opinion to the Shareholder Representative, and such opinion is reasonably acceptable to the Shareholder Representative on behalf of the holders of Outstanding Company Shares. (g) Parent Counsel shall have delivered an opinion to the Company substantially in the form of Exhibit H dated the date of Closing; (h) Parent shall have executed and delivered the Escrow Agreement and the Earn-out Escrow Agreement; (i) There shall not have occurred, since the date hereof, any event or change of the execution of this Agreement, and except circumstances that is reasonably likely to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLEhave a Parent Material Adverse Effect.

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company of the following conditions on or before the Closing Date: further conditions: (a) The representations (i) Plum shall not have received any notice of non-compliance from NASDAQ, (ii) the New Plum Common Shares shall have been approved for listing on the applicable Stock Exchange, subject only to official notice of issuance thereof, and warranties set forth in Article 2 (iii) Plum shall satisfy all applicable initial and continuing listing requirements of this Agreement will the applicable Stock Exchange; (b) (i) the Plum Fundamental Representations shall be true and correct in all material respects as of the date hereof of this Agreement and at as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 6.14(a) shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date, as though then made; made on and as of the Closing Date (bexcept to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) ADS as of such earlier date), and (iii) the representations and warranties of each Merger Sub in Article V and Plum in Article VI (other than the Plum Fundamental Representations and the representations and warranties set forth in Section 6.14(a)) contained in this Agreement shall be true and correct (without giving effect to any limitations as to “materiality” or “Plum Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Plum Material Adverse Effect; (c) the covenants and agreements of Plum contained in this Agreement to be performed prior to the Closing shall have performed, been performed in all material respects, each obligation and agreement and complied with each covenant required to be performed and complied with by it under Article 5 of this Agreement prior to the Closing Date; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and ; (d) On the Closing Date, ADS shall have delivered to the Company the following: (1) a certificate executed on behalf of ADS stating that the conditions set forth in Sections 6.4(a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, no Plum Material Adverse Effect shall have occurred or be reasonably expected to occur; (e) Plum’s applicable Governing Documents shall have been amended and except restated in the forms of the Post-Closing Certificate of Incorporation and the Post-Closing Bylaws, in each case, in a form prepared by the Company and as consented to in writing by Plum (such consent not to be unreasonably withheld, conditioned or delayed); (f) the size and composition of the board of directors of Plum shall have been composed as contemplated pursuant to Section 9.01; (g) the Net Closing Cash shall be at least equal to $35,000,000 and at least fifty percent (50%) of the Net Closing Cash shall be proceeds of Closing Equity Liquidity; and (h) at or prior to the extent contemplated Closing, Plum shall have delivered, or caused to be delivered, to the Company the following documents: (i) a certificate, signed by this Agreementan officer of Plum, ADS has conducted its business dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 10.02(a) and Section 10.02(c) have been fulfilled; (ii) the ordinary course of business. ARTICLERegistration Rights Agreement duly executed by the Sponsor, in a form and substance reasonably satisfactory to the Company; and (iii) the Extension Approval shall have been obtained, if necessary.

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company of the following conditions on or before the Closing Date: further conditions: (a) The representations (i) Plum shall not have received any notice of non-compliance from NASDAQ, and warranties set forth in Article 2 of this Agreement will (ii) the New Plum Common Shares shall have been approved for listing on NASDAQ; (b) (i) the Plum Fundamental Representations shall be true and correct in all material respects as of the date hereof of this Agreement and at as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 6.14(a) shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date, as though then made; made on and as of the Closing Date (bexcept to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) ADS as of such earlier date), and (iii) the representations and warranties of Plum in Article VI (other than the Plum Fundamental Representations and the representations and warranties set forth in Section 6.14(a)) contained in this Agreement shall be true and correct (without giving effect to any limitations as to “materiality” or “Plum Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Plum Material Adverse Effect; (c) the covenants and agreements of Plum contained in this Agreement to be performed prior to the Closing shall have performed, been performed in all material respects, each obligation and agreement and complied with each covenant required to be performed and complied with by it under Article 5 of this Agreement prior to the Closing Date; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and ; (d) On the Closing Date, ADS shall have delivered to the Company the following: (1) a certificate executed on behalf of ADS stating that the conditions set forth in Sections 6.4(a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, no Plum Material Adverse Effect shall have occurred and except be continuing and uncured; (e) Plum’s applicable Governing Documents shall have been amended and restated in the forms of the Post-Closing Certificate of Incorporation and the Post-Closing Bylaws, in each case, in a form prepared by the Company and as consented to in writing by Plum (such consent not to be unreasonably withheld, conditioned or delayed); (f) the size and composition of the board of directors of Plum shall have been composed as contemplated pursuant to Section 9.01; (g) each of the Sponsor Letter Agreement and the Founder Letter Amendment shall be in full force and effect in accordance with the terms thereof as of the Closing; and (h) at or prior to the extent contemplated Closing, Plum shall have delivered, or caused to be delivered, to the Company the following documents: (i) a certificate, signed by this Agreementan officer of Plum, ADS has conducted dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 10.02(a) and Section 10.02(c) have been fulfilled; and (ii) the Registration Rights Agreement duly executed by Xxxx, the Sponsor and the other parties thereto; (iii) the Plum Lock-Up Agreements duly executed by Xxxx and each of the Locked-Up Plum Persons; and (iv) an amendment to Plum’s engagement letter with J.V.B. Financial Group, LLC, acting through its business Xxxxx & Company Capital Markets division, in form and substance reasonably acceptable to the ordinary course of business. ARTICLECompany.

Additional Conditions to the Obligations of the Company. The respective obligations of the Company to effect consummate the Closing are Arrangement shall be subject to the satisfaction of the following conditions (each of which is for the exclusive benefit of the Company and may be waived by the Company) on or before the Closing Effective Date: : (a) The representations GSK and warranties set forth in Article 2 of this Agreement will be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though then made; (b) ADS Parent shall have performedperformed or complied with, in all material respects, each obligation of their obligations, covenants and agreement and complied with each covenant required agreements hereunder to be performed and complied with by it them on or before the Effective Time; (b) each of the representations and warranties of GSK and Parent under Article 5 this Agreement (which for purposes of this Section 6.3 shall be read as though none of them contained any materiality qualification) shall be true and correct in all respects on the date of this Agreement prior and as of the Effective Date as if made on and as of such date (except for such representations and warranties made as of a specified date, which shall be true and correct as of such specified date) except where the failure of such representations and warranties in the aggregate to the Closing Date; be true and correct in all respects would not be reasonably expected to have a material adverse effect on GSK; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein the Company shall have received a judgmentcertificate of GSK addressed to the Company and dated the Effective Date, decree or order would prevent any signed on behalf of GSK by an officer of GSK, confirming that the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; conditions in Sections 6.3(a) and 6.3(b) have been satisfied; (d) On the Closing Date, ADS GSK shall have delivered deposited or caused to be deposited with the Depository specified in the Plan of Arrangement, for the benefit of the Securityholders, cash in an amount equal to the Company Consideration; (e) the following: (1) a certificate executed on behalf boards of ADS stating that the conditions set forth in Sections 6.4(a) through (c) directors of this Agreement each of GSK and Parent shall have adopted all necessary resolutions, and all other necessary corporate action shall have been satisfiedtaken by each of GSK and Parent and their respective subsidiaries, to permit the consummation of the Arrangement; and (2f) resolutions duly adopted by the Board all other consents, waivers, permits, orders and approvals of Directors of ADS authorizing and approving the Exchange any Governmental Entity, and the executionexpiry of any waiting periods, delivery and performance of this Agreement; (3) certificates representing all in connection with, or required to permit, the consummation of the outstanding Arrangement, the ADS Shares failure to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx obtain which or the non-expiry of which would constitute a criminal offense in the form attached; (5) such other documents as respect of the Company may reasonably request in connection with or its directors after the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this AgreementEffective Time, there has not shall have been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred obtained or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLEreceived.

Additional Conditions to the Obligations of the Company. The respective obligations of the Company to consummate and effect the Closing are Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions on or before the Closing Date: conditions, any of which may be waived, in writing, by Company: (a) The representations and warranties set forth of Parent and the Merger Sub contained in Article 2 of this Agreement will shall be true and correct in all material respects as of on the date hereof and at and as of the Closing Date with the same force and effect as though then made; if made on the Closing Date (except that those representations and warranties which address matters only as of a particular date shall have been true and correct only on such date). The Company shall have received a certificate with respect to the foregoing, with respect to the representations and warranties of Parent, signed by an authorized officer of Parent and a certificate with respect to the foregoing, with respect to the representations and warranties of the Merger Sub, signed by an authorized officer of the Merger Sub. (b) ADS Parent and the Merger Sub shall have performed, performed or complied in all material respects, each obligation respects with all agreements and agreement and covenants required by this Agreement to be performed or complied with each covenant required by it at or prior to be the Closing Date except to the extent that such covenants are qualified by terms such as “material” or “Material Adverse Effect,” in which case the Parent and the Merger Sub shall have performed and complied with by it under Article 5 of this Agreement all such covenants in all respects prior to the Closing Date; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of and the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS Company shall have delivered received a certificate with respect to the Company the following: (1) a certificate executed foregoing signed on behalf of ADS stating that Parent, with respect to the conditions set forth in Sections 6.4(a) through (c) covenants of this Agreement have been satisfied; (2) resolutions duly adopted Parent, by an authorized officer of Parent and a certificate with respect to the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all foregoing signed on behalf of the outstanding Merger Sub, with respect to the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date covenants of the execution of this AgreementMerger Sub, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date by an authorized officer of the execution of this Agreement, and except to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLEMerger Sub.

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the Merger and the other transactions which occur at the Closing are pursuant to Articles II and III is subject to the satisfaction or waiver of each of the following conditions on or before the Closing Date: further conditions: (a) The Each of the representations and warranties set forth of Parent and Merger Sub contained in Article 2 of this Agreement will shall be true true, complete and correct (other than representations and warranties subject to “materiality” or “Material Adverse Effect” limitations or exceptions, which shall be true, complete and correct in all material respects respects) both as of the date hereof and at of this Agreement and as of the Closing Date as though then made; if made as of the Closing Date (other than representations and warranties which address matters only as of a certain date, which shall be true, complete and correct as of such certain date), except where the failure of such representations and warranties to be true and correct, would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent’s or Merger Sub’s ability to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder, and the Company shall have received a certificate of an officer of Parent and Merger Sub, acting in his or her capacity as such, to such effect. (b) ADS Parent and Merger Sub shall have performed, performed or complied in all material respects, each obligation respects with all covenants and agreement and complied with each covenant agreements required by this Agreement to be performed and or complied with by it under Article 5 of this Agreement on or prior to the Closing Date; Date and the Company shall have received a certificate of an officer of Parent and Merger Sub, acting in such officer’s capacity as such, to such effect. (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any As of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS the Company shall have delivered received from Parent and Merger Sub the following documents: (i) a certificate of existence and good standing from the state of incorporation as to the Company the following: corporate status of Parent and Merger Sub; (1ii) a certificate executed on behalf by the Secretary or Assistant Secretary of ADS stating that the conditions set forth in Sections 6.4(a) through (c) Parent and Merger Sub as to a true and complete copy of this Agreement have been satisfied; (2) resolutions duly the resolutions, adopted by the Board of Directors of ADS Parent and Merger Sub, authorizing and approving the Exchange and the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Parent and Merger Sub are a party and all transactions contemplated hereby and thereby; (iii) a certificate from the Secretary or Assistant Secretary of Parent and Merger Sub as to the incumbency and signatures of the officers who will execute documents at the Closing or who have executed this Agreement; (3iv) certificates representing all a certificate from the Secretary or Assistant Secretary of Parent and Merger Sub that its certificate of incorporation has not been amended since the date of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfercertificate described in Section 8.02(c)(ii); and (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5v) such other documents and instruments (if any) as the Company may reasonably request in connection with order to effectuate the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent contemplated by this Agreement. (d) Parent shall have executed and delivered the Escrow Agreement, ADS has conducted and such agreement shall be in full force and effect. (e) All corporate approvals of Parent and Merger Sub required for the lawful consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent and Merger Sub are a party shall have been obtained and shall be in full force and effect. (f) The Company shall have obtained the approval of its business shareholders required in order for it to consummate the transactions contemplated hereby in compliance with applicable Law. (g) The Company shall have received a legal opinion from Xxxxxx Xxxxxxxxx LLP, outside legal counsel to the Parent and Merger Sub, substantially in the ordinary course form of business. ARTICLEExhibit D hereto.

Additional Conditions to the Obligations of the Company. The respective obligations of the Company to effect consummate the Closing are Arrangement shall be subject to the satisfaction of the following conditions (each of which is for the exclusive benefit of the Company and may be waived by the Company) on or before the Closing Effective Date: : (a) The each of Parent and Acquisitionco shall have complied in all material respects with its covenants in this Agreement required to be complied with by Parent or Acquisitionco on or before the Effective Date; (b) the representations and warranties set forth of Parent and Acquisitionco in Article 2 of this Agreement will 4 shall be true and correct in all material respects as of the date hereof and at Effective Date as if made on and as of the Closing Date such date (except for such representations and warranties which refer to or are made as though then made; (b) ADS of another specified date, in which case such representations and warranties shall have performedbeen true and correct as of that date) except (i) as affected by transactions, changes, conditions, events or circumstances contemplated or permitted by this Agreement or (ii) for breaches of representations and warranties which in the aggregate do not have a material adverse effect on the ability of Parent or Acquisitionco to consummate the transactions contemplated by this Agreement; provided, however, that for purposes of determining the truth and correctness of any of such representations and warranties, all qualifications using the terms “material adverse effect” and “in all material respects, each obligation and agreement and complied with each covenant required to ” (or any similar phrase) shall be performed and complied with by it under Article 5 of this Agreement prior to the Closing Date; disregarded; (c) No action or proceeding before the Company shall have received a certificate of Parent and Acquisitionco, signed by a senior officer of Parent and Acquisitionco and dated the Effective Date, certifying that the conditions set out in Sections 6.3(a) and 6.3(b) have been satisfied, which certificate will cease to have any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any force and effect after the Effective Time; and (d) Acquisitionco shall have deposited with the Depositary (as defined in the Plan of Arrangement) sufficient funds to complete the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; by Section 3.1 of the Plan of Arrangement and (d) On the Closing Date, ADS Depositary shall have delivered confirmed to the Company the following: (1) a certificate executed on behalf receipt of ADS stating that the conditions set forth in Sections 6.4(a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted such funds, which will be held by the Board of Directors of ADS authorizing and approving the Exchange Depositary in an escrow or restricted account pursuant to an agreement among Acquisitionco, Acquisitionco’s lenders and the executionDepositary, delivery in a form satisfactory to the Company, acting reasonably, pursuant to which the Depositary will be irrevocably authorized and performance of this Agreement; (3) certificates representing all instructed to release the funds to the Securityholders, in its capacity as depositary in respect of the outstanding Arrangement, upon the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLEArrangement becoming effective.

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the transactions contemplated by this Agreement to be consummated at the Closing are is subject to the satisfaction satisfaction, or waiver by the Company, of each of the following additional conditions on or before as of immediately prior to the Closing Date: Closing: (a) (i) The representations and warranties set forth of the Participating Holders contained in Article 2 of this Agreement will Section 4.01 (Organization; Power and Authority), Section 4.02(a) (Authorization) and Section 4.03 (Title to Existing Debentures) shall be true and correct in all material respects as of the date hereof and at as of the Closing (except to the extent that any such representation or warranty by its terms is made as of an earlier date or time, in which case such representation or warranty shall be true and correct in all respects as of such earlier date or time); and (ii) the representations and warranties of the Participating Holders contained in Article 4 other than those listed in Section 6.02(a)(i) shall be true and correct as of the date hereof and as of the Closing Date (except to the extent that any such representation or warranty by its terms is made as though then madeof an earlier date or time, in which case such representation or warranty shall be true and correct as of such earlier date or time) except for such inaccuracies that, individually or in the aggregate, have not and would not reasonably be expected to, prevent, materially delay or materially impede the performance by the Participating Holders of their obligations under this Agreement or the Transaction Agreements; provided, that for purposes of determining the accuracy of such representations and warranties, all materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; (b) ADS Each of the covenants and agreements of the Participating Holders to be performed as of or prior to the Closing shall have performed, been performed in all material respects, each obligation and agreement and complied with each covenant required to be performed and complied with by it under Article 5 of this Agreement prior to the Closing Date; and (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and (d) On the Closing Date, ADS The Participating Holders shall have delivered to the Company Company: (i) the following: (1) a certificate New Stockholders’ Agreement, duly executed on behalf of ADS stating that the conditions set forth in Sections 6.4(a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing Participating Holders and approving their Affiliates that are parties thereto; 107514262.13 (ii) the Exchange and OTPP Designee Subscription Agreement, duly executed by the executionOTPP Designee; and (iii) one or more certificates, delivery and performance of this Agreement; (3) certificates representing all dated as of the outstanding Closing Date and duly executed by the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, andParticipating Holder(s), to the knowledge of ADS, no event has occurred or circumstance exists effect that reasonably would be expected to result in such a material adverse change; and (b) since the date each of the execution of this Agreementconditions specified above in Section 6.02(a) and Section 6.02(b) has been satisfied with respect to the representations and warranties, and except to the extent contemplated by this Agreementperformance of covenants and agreements, ADS has conducted its business in of the ordinary course of business. ARTICLEapplicable Participating Holder(s).

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the Closing are Merger shall be subject to the satisfaction fulfillment (or, to the extent permitted by applicable Law, waiver by the Company) at or prior to the Closing of the following conditions on or before the Closing Date: additional conditions: (a) The SPAC and Merger Sub shall each have performed and complied in all material respects with the obligations, covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Effective Time; (b) All representations and warranties made by the SPAC and Merger Sub set forth in Article 2 IV (other than the representations and warranties referenced in the second sentence of this Agreement will Section 6.2(b)), shall be true and correct (without giving effect to any limitation as to materiality or SPAC Material Adverse Effect or any other similar limitation set forth therein) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a SPAC Material Adverse Effect. The Fundamental Representations made by the SPAC shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date as though then made; (b) ADS shall have performed, in all material respects, each obligation such representations and agreement warranties were made at and complied with each covenant required to be performed and complied with by it under Article 5 as of this Agreement prior to the Closing Date; Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date); (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any SPAC Material Adverse Effect shall have occurred between the date of this Agreement and the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; and Closing Date; (d) On the Closing Date, ADS The SPAC shall have delivered to the Company the following: (1certificate referenced in Section 1.2(b)(ii) a certificate executed on behalf dated as of ADS stating the Closing Date signed by an authorized officer of the SPAC certifying that each of the conditions set forth in Sections 6.4(aSection 6.1(f) through and Section 6.2(a), (b), (c), and (e) of this Agreement have been satisfied; ; (2e) resolutions duly adopted by The SPAC and Merger Sub shall have executed and delivered the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreementapplicable Transaction Documents, and except to the extent contemplated applicable, performed and complied with the obligations, covenants and agreements thereunder required to be performed by this Agreementthem prior to the Effective Time in all material respects, ADS has conducted its business and each such agreement shall be in full force and effect; (f) As of the ordinary course Closing Date, the listing of business. ARTICLEthe SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares comprising the Merger Consideration shall have been approved by NASDAQ; and (g) Other than those Persons identified as continuing directors on Schedule 2.5(a), all members of the SPAC Board and all executive officers of the SPAC shall have executed and delivered written resignation letters effective as of the Effective Time, and the directors designated by the Company shall have been appointed to the board of directors of the SPAC, effective as of the Closing.

Additional Conditions to the Obligations of the Company. The respective obligations of the Company to effect the Closing are Merger shall be subject to the satisfaction at or prior to the Closing of the following additional conditions on or before (any of which may be waived, in writing, exclusively by the Closing Date: Company): (ai) The the representations and warranties set forth of Parent contained in Article 2 Section 4 that are not qualified by materiality shall have been true and correct in all material respects on the date they were made and shall be true and correct in all material respects on and as of this Agreement will the Closing Date as though such representations and warranties were made on and as of such date (other than any such representations and warranties of Parent made only as of a specified date, which shall be true and correct in all material respects as of such date). The representations and warranties of Parent contained in Section 4 that are qualified by materiality shall have been true and correct in all respects on the date hereof they were made and at shall be true and correct in all respects on and as of the Closing Date as though then made; such representations and warranties were made on and as of such date (bother than any such representations and warranties of Parent made only as of a specified date, which shall be true and correct in all respects as of such date); (ii) ADS Parent shall have performed, performed and complied in all material respects, each obligation respects with all covenants and agreement and complied with each covenant obligations under this Agreement required to be performed and complied with by it under Article 5 Parent prior to the Closing; (iii) the Company shall have received a certificate from Parent, validly executed by an executive officer of Parent for and on behalf of Parent, to the effect that, as of the Closing, the conditions set forth in Section 2(d)(i) and Section 2(d)(ii) have been satisfied; (iv) Parent shall have delivered to the Company certified copies of the resolutions of Parent’s and Merger Sub’s boards of directors approving this Agreement and authorizing the execution and delivery of this Agreement prior to and the Closing Date; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any consummation of the transactions contemplated hereby by this Agreement; (v) Parent shall have delivered to the Company a certificate of good standing of each of Parent and Merger Sub issued by the Secretary of State of the applicable jurisdiction of incorporation or cause such transactions to be declared unlawful or rescinded; and formation; (dvi) On the Closing Date, ADS Parent shall have delivered to the Company the following: Escrow Agreement, duly executed by Parent and the Escrow Agent, which such Escrow Agreement shall be in full force and effect; (1vii) a certificate Parent shall have delivered to the Company, the Payments Agreement, duly executed on behalf by Parent and the Payments Administrator, which such Payments Agreement shall be in full force and effect; (viii) there shall be no Action pending or threatened in writing against Parent or any of ADS stating that its Affiliates, or against the conditions set forth Company or any of its Affiliates, seeking to make the Merger or any other Transactions illegal or prohibit or prevent the consummation of the Merger or any other Transactions, or otherwise seeking material damages in Sections 6.4(aconnection therewith; and (ix) through (c) of this Agreement the Requisite Company Vote shall have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLEobtained.

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the Closing are Merger shall be subject to the satisfaction fulfillment (or, to the extent permitted by applicable Law, waiver by the Company) at or prior to the Effective Time of the following conditions on or before the Closing Date: additional conditions: (a) The Spinco and Verizon shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them at or prior to the Effective Time. (b) Each of the representations and warranties of Verizon and Spinco (i) set forth in Article 2 IV and Article V (other than Sections 4.2(a), 5.2(b), 5.3(a), 5.3(b) and 5.17) of this Agreement will shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, except for representations and warranties that speak as of an earlier date or period (which shall be true and correct as of such earlier date or period); provided, however, that for purposes of this clause (i), such representations and warranties shall be deemed to be true and correct unless the failure or failures of all such representations and warranties to be so true and correct, without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Verizon, Spinco or the Spinco Business and (ii) set forth in Sections 4.2(a), 5.2(b), 5.3(a), 5.3(b) and 5.17 of this Agreement shall be true and correct in all material respects as of the date hereof and at of this Agreement and as of the Closing Date as though then made; (b) ADS shall have performed, in all material respects, each obligation made on and agreement and complied with each covenant required to be performed and complied with by it under Article 5 as of this Agreement prior to the Closing Date; . (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; Verizon and (d) On the Closing Date, ADS Spinco shall have delivered to the Company a certificate, dated as of the following: (1) Effective Time, of a certificate executed on behalf senior officer of ADS stating that each of Verizon and Spinco certifying the satisfaction of the conditions set forth in Sections 6.4(asubsections (a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this AgreementSection 8.3. (d) Spinco and Verizon (or a Subsidiary thereof) shall have entered into the applicable Transaction Agreements, and except to the extent timely, performed them in all material respects, and each such agreement shall be in full force and effect. (e) Except as disclosed in the Spinco Disclosure Letter or as expressly contemplated by this Agreementthe Transaction Agreements, ADS since December 31, 2008, there shall have been no state of facts, change, development, event, effect, condition or occurrence that has conducted its business had or would reasonably be expected to have, individually or in the ordinary course of business. ARTICLEaggregate, a Material Adverse Effect on Spinco or the Spinco Business.

Additional Conditions to the Obligations of the Company. The respective obligations of the Company to effect consummate the Closing are Arrangement shall be subject to the satisfaction of the following conditions (each of which is for the exclusive benefit of the Company and may be waived by the Company) on or before the Closing Effective Date: : (a) The representations and warranties set forth in Article 2 of this Agreement will be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though then made; (b) ADS Purchaser shall have performedperformed or complied with, in all material respects, each obligation of their obligations, covenants and agreement and complied with each covenant required agreements hereunder to be performed and complied with by it them on or before the Effective Time; (b) each of the representations and warranties of the Purchaser under Article 5 this Agreement (which for purposes of this Section 6.3 shall be read as though none of them contained any materiality qualification) shall be true and correct in all respects on the date of this Agreement prior to the Closing Date; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any and as of the transactions contemplated hereby or cause Effective Date as if made on and as of such transactions date (except for such representations and warranties made as of a specified date, which shall be true and correct as of such specified date) except where the failure of such representations and warranties in the aggregate to be declared unlawful true and correct in all respects would not be reasonably expected to have a Material Adverse Effect on the Purchaser or rescinded; and (d) On materially affect the Closing Date, ADS shall have delivered to the Company the following: (1) a certificate executed on behalf of ADS stating that the conditions set forth in Sections 6.4(a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all ability of the outstanding the ADS Shares Purchaser to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with complete the transactions contemplated hereby; and ; (6c) the Company shall have received a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, Purchaser addressed to the knowledge of ADSCompany and dated the Effective Date, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date signed on behalf of the execution Purchaser by an officer of this Agreementthe Purchaser, confirming that the conditions in Sections 6.3(a) and 6.3(b) have been satisfied; (d) the Purchaser shall have deposited or caused to be deposited with the Depository specified in the Plan of Arrangement, for the benefit of the Shareholders, cash in an amount equal to the Effective Date Cash Proceeds as well as share certificates representing the Effective Date Share Proceeds, issued in the name of the Depository, in trust; (e) the board of directors of the Purchaser shall have adopted all necessary resolutions, and except all other necessary corporate action shall have been taken by the Purchaser to permit the consummation of the Arrangement; (f) all other consents, waivers, permits, orders and approvals of any Governmental Entity, and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the Arrangement, the failure to obtain which or the non expiry of which would constitute an offense in respect of the Company or its directors after the Effective Time, shall have been obtained or received; (g) the Agency Agreement shall have been duly executed and delivered among the Agent and the Shareholders and a fully executed copy of the Agency Agreement will have been delivered by the Agent to the extent contemplated by this Agreement, ADS has conducted its business Company; and (h) the Company GSA and the Purchaser Guarantee will have been executed and delivered to the Agent and a financing statement in respect of the Company GSA will have been filed in the ordinary course of business. ARTICLERegistry pursuant to Section 5.2(e).

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the Closing are Arrangement shall be subject to the satisfaction of the following conditions (each of which is for the exclusive benefit of the Company and may be waived by the Company) on or before the Closing Effective Date: : (a) The each of Parent and Acquisition Sub shall have performed or complied in all material respects with all agreements and covenants in this Agreement required to be performed or complied with by Parent or Acquisition Sub on or before the Effective Date; (b) the representations and warranties of Parent and Acquisition Sub set forth in Article 2 of this Agreement will be Agreement, (i) shall have been true and correct in all material respects as of the date hereof of this Agreement or (ii) shall be true and at correct in all respects on and as of the Closing Effective Date with the same force and effect as though then madeif made on and as of such date (other than those representations and warranties which address matters only as of a particular date, which shall be true and correct in all respects as of such date), except in the case of this clause (ii), for any failure to be so true and correct which has not had, individually or in the aggregate, materially adversely affected the ability of Parent or Acquisition Sub to fulfill their obligations under this Agreement; provided, however, that for purposes of determining the accuracy of the representations and warranties of the Company set forth in this Agreement for purposes of this clause (b) ADS ii), no effect shall have performed, be given to any limitation utilizing the term “in all material respects, each obligation and agreement and complied with each covenant required to be performed and complied with by it under Article 5 of this Agreement prior to the Closing Date; ” or “Material Adverse Effect” or any similar term set forth in any such representation or warranty; (c) No action or proceeding before any court or governmental body will be pending or threatened wherein the Company shall have received a judgmentcertificate of Parent and Acquisition Sub, decree or order would prevent any signed by a senior officer of Parent and Acquisition Sub and dated the Effective Date, certifying that the conditions set out in Sections 7.3(a) and 7.3(b) have been satisfied; and (d) Acquisition Sub shall have deposited with the Depositary (as defined in the Plan of Arrangement) sufficient funds to complete the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; by the Plan of Arrangement and (d) On the Closing Date, ADS Depositary shall have delivered confirmed to the Company the following: (1) a certificate executed on behalf receipt of ADS stating that the conditions set forth in Sections 6.4(a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted such funds, which will be held by the Board of Directors of ADS authorizing and approving the Exchange Depositary in an escrow or restricted account pursuant to an agreement among Acquisition Sub, Acquisition Sub’s lenders and the executionDepositary, delivery in a form satisfactory to the Company, acting reasonably, pursuant to which the Depositary will be irrevocably authorized and performance of this Agreement; (3) certificates representing all instructed to release the funds to the Securityholders, in its capacity as depositary in respect of the outstanding Arrangement, upon the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this Agreement, and except to the extent contemplated by this Agreement, ADS has conducted its business in the ordinary course of business. ARTICLEArrangement becoming effective.

Additional Conditions to the Obligations of the Company. The respective obligations obligation of the Company to effect consummate the Closing are Merger shall be subject to the satisfaction fulfillment (or, to the extent permitted by applicable Law, waiver by the Company) at or prior to the Effective Time of the following conditions on or before the Closing Date: additional conditions: (a) The Spinco and Verizon shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them at or prior to the Effective Time. (b) Each of the representations and warranties of Verizon and Spinco (i) set forth in Article 2 IV and Article V (other than Sections 4.2(a), 5.2(b), 5.3(a), 5.3(b) and 5.17) of this Agreement will shall be true and correct as of the date of this Agreement and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, except for representations and warranties that speak as of an earlier date or period (which shall be true and correct as of such earlier date or period); provided, however, that for purposes of this clause (i), such representations and warranties shall be deemed to be true and correct unless the failure or failures of all such representations and warranties to be so true and correct, without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Verizon, Spinco or the Spinco Business and (ii) set forth in Sections 4.2(a), 5.2(b), 5.3(a), 5.3(b) and 5.17 of this Agreement shall be true and correct in all material respects as of the date hereof and at of this Agreement and as of the Closing Date as though then made; (b) ADS shall have performed, in all material respects, each obligation made on and agreement and complied with each covenant required to be performed and complied with by it under Article 5 as of this Agreement prior to the Closing Date; . (c) No action or proceeding before any court or governmental body will be pending or threatened wherein a judgment, decree or order would prevent any of the transactions contemplated hereby or cause such transactions to be declared unlawful or rescinded; Verizon and (d) On the Closing Date, ADS Spinco shall have delivered to the Company a certificate, dated as of the following: (1) Effective Time, of a certificate executed on behalf senior officer of ADS stating that each of Verizon and Spinco certifying the satisfaction of the conditions set forth in Sections 6.4(asubsections (a) through (c) of this Agreement have been satisfied; (2) resolutions duly adopted by the Board of Directors of ADS authorizing and approving the Exchange and the execution, delivery and performance of this Agreement; (3) certificates representing all of the outstanding the ADS Shares to be tendered pursuant to this Agreement, properly endorsed for transfer; (4) Executed employment agreements for Dub Xxxxx and Xxx Xxxxxx in the form attached; (5) such other documents as the Company may reasonably request in connection with the transactions contemplated hereby; and (6) a certificate representing that since the date of the execution of this Agreement, there has not been any material adverse change in ADS business, and, to the knowledge of ADS, no event has occurred or circumstance exists that reasonably would be expected to result in such a material adverse change; and (b) since the date of the execution of this AgreementSection 8.3. (d) Spinco and Verizon (or a Subsidiary thereof) shall have entered into the applicable Transaction Agreements, and except to the extent timely, performed them in all material respects, and each such agreement shall be in full force and effect. Table of Contents (e) Except as disclosed in the Spinco Disclosure Letter or as expressly contemplated by this Agreementthe Transaction Agreements, ADS since December 31, 2008, there shall have been no state of facts, change, development, event, effect, condition or occurrence that has conducted its business had or would reasonably be expected to have, individually or in the ordinary course of business. ARTICLEaggregate, a Material Adverse Effect on Spinco or the Spinco Business.