Common use of Advice of Legal Counsel Clause in Contracts

Advice of Legal Counsel. Each party acknowledges and represents that, ----------------------- in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. - Signature Page Follows- The parties have caused this Agreement as of the date first written above. XXXXXX, INC. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ (print) Title: President and Chief Executive Officer ------------------------------------- ODYSSEY ACQUISITION CORP. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ (print) Title: President and Chief Executive Officer ------------------------------------- QUEST EDUCATION CORPORATION By: /s/ Xxxx X. Xxxxxx ------------------ Name: Xxxx X. Xxxxxx -------------- (print) Title: President and Chief Executive Officer ------------------------------------- EXHIBIT A CONDITIONS OF THE OFFER Defined Terms. Capitalized terms used in this Exhibit A and not otherwise defined shall have the meanings attributed thereto in the Agreement and Plan of Merger, dated as of June 26, 2000, the "Merger Agreement"), by and among Parent, ---------------- Purchaser and Company, of which this Exhibit A is a part. Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer), pay for (subject to any such rules or regulations) any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Minimum Share Condition shall not have been satisfied, or (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer, or (iii) at any time on or after the date of the Merger Agreement and before the acceptance of tendered Shares for payment or the payment therefor, any of the following conditions exists:

Advice of Legal Counsel. Each party acknowledges and represents that, ----------------------- in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. - Signature Page Follows- The parties Borrower and the Secured Party have caused this Security Agreement to be duly executed and delivered as of the date first written set forth above. XXXXXX, INC. BORROWER: AMERICAS ENERGY COMPANY-AECO /s/ Xxxxxxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxxxxxx X. Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ (print) Title: President and Chief Executive Officer ------------------------------------- ODYSSEY ACQUISITION CORP. & CEO SECURED PARTY: HANHONG (HONG KONG) NEW ENERGY HOLDINGS LIMITED /s/ Yang (Simon) Liu By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ Yang (printSimon) Liu Title: President and Chief Executive Officer ------------------------------------- QUEST EDUCATION CORPORATION By: /s/ Xxxx Exhibit C-1 to Investment Agreement Warrant THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO VALUE UNLESS EXERCISED BEFORE 5:00P.M. (EASTERN STANDARD TIME) ON _MAY, 10, 2013. AMERICAS ENERGY COMPANY 000 X. Xxxxxx ------------------ NameRd. Suite 300 Knoxville, TN 37923 Phone: Xxxx X. Xxxxxx -------------- (print000) Title000-0000 x 000 Web Site: President and Chief Executive Officer ------------------------------------- EXHIBIT A CONDITIONS OF THE OFFER Defined Termsxxx.xxxxxxxxxxxxxxxxxxxxx.xxx (Incorporated under the laws of Nevada) COMMON STOCK SHARE PURCHASE WARRANTS WARRANT CERTIFICATE NO. Capitalized terms used in this Exhibit A and not otherwise defined shall have 0006 April 20, 2011 THIS IS TO CERTIFY THAT, for valuable consideration the meanings attributed thereto in receipt of which is hereby acknowledged, Hanhong (Hong Kong) New Energy Holdings Limited, and/or its permitted assigns (hereinafter called the Agreement and Plan of Merger, dated as of June 26, 2000, the "Merger Agreement"“Holder”), by is entitled to subscribe for and among Parent, ---------------- Purchaser purchase 2,000,000 fully paid and Company, of which this Exhibit A is a part. Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered non-assessable shares of capital stock, par value $0.0001 per share (the “Common Shares”) of Americas Energy Company Common Stock promptly after termination or withdrawal of - AECo, a Nevada corporation (hereinafter called the Offer“Company”), pay for during the Exercise Period (subject to any such rules or regulations) any Shares tendered pursuant to the Offeras defined below), and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Minimum Share Condition shall not have been satisfied, or (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer, or (iii) at any time on or after the date of the Merger Agreement and before the acceptance of tendered Shares for payment or the payment therefor, any of the following conditions exists:as provided herein.

Advice of Legal Counsel. Each party acknowledges and represents that, ----------------------- in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. - Signature Page Follows- The parties hereto have caused executed this Secured Loan Agreement as of the date day and year first written aboveabove written. XXXXXXDENNXX X. XXXXXXX /s/ Dennxx X. Xxxxxxx ------------------------------------ (Signature) Address: 1025 Xxxxxxxx Xxx #000 Xxxxxxxxxx, XX 00000 RASTER GRAPHICS, INC. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ (print) Rak Kumar --------------------------------- Title: President and Chief Executive Officer ------------------------------------- ODYSSEY ACQUISITION CORP. ByCEO ------------------------------ Address: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ (print) Title: President and Chief Executive Officer ------------------------------------- QUEST EDUCATION CORPORATION By: /s/ Xxxx X. Xxxxxx ------------------ Name: Xxxx X. Xxxxxx -------------- (print) Title: President and Chief Executive Officer ------------------------------------- 3025 Xxxxxxx Xxxxxxx Xxx Xxxx, XX 00000 EXHIBIT A CONDITIONS OF THE OFFER Defined TermsSECURED PROMISSORY NOTE $90,000 San Jose, California June 25, 1997 FOR VALUE RECEIVED, Dennxx X. Xxxxxxx ("Xorrower") promises to pay to Raster Graphics, Inc., a Delaware corporation (the "Company"), the principal sum of Ninety Thousand Dollars ($90,000) together with interest on the unpaid principal hereof from the date hereof at the rate of 6.80% per annum, compounded annually. Capitalized All principal and accrued interest shall be due and payable in full on the earliest of (a) June 26, 2001 or (b) the termination of Borrower's employment or consulting relationship with the Company for any reason (or for no reason). Payments of principal and interest shall be made in lawful money of the United States of America and shall be credited first to the accrued interest, with the remainder applied to principal. Borrower may at any time prepay all or any portion of the principal or interest owing hereunder. This Note is subject to the terms used in this Exhibit A and not otherwise defined shall have the meanings attributed thereto in the Agreement and Plan of Mergera Secured Loan Agreement, dated as of June 26, 2000, the "Merger Agreement")date hereof, by and among Parentbetween the Company and Borrower, ---------------- Purchaser and Company, is secured by (i) a pledge of which this Exhibit A is a part. Conditions up to an aggregate of 40,000 shares of the Offer. Notwithstanding Company's Common Stock (as adjusted for subsequent stock splits, reverse stock splits and recapitalization) acquired by Borrower while any other term Borrowed Amount is outstanding, except for shares of the OfferCompany's Common Stock acquired pursuant to the Company's 1996 Employee Stock Purchase Plan, and (ii) a second deed of trust on Borrower's principal residence under the terms of a Security Agreement dated as of the date hereof and is subject to all the provisions thereof. Should any action be instituted for the collection of this Note, the Purchaser reasonable costs and attorneys' fees therein of the holder shall be paid by Borrower. The holder of this Note shall have full recourse against Borrower, and shall not be required to accept for payment orproceed against the collateral securing this Note in the event of default. /s/ Dennxx X. Xxxxxxx ---------------------------- DENNXX X. XXXXXXX EXHIBIT B SECURITY AGREEMENT This Security Agreement is made as of June 25, subject to any applicable rules 1997 by and regulations of between Raster Graphics, Inc., a Delaware corporation (the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer"Company"), pay for and Dennxx X. Xxxxxxx (subject to any such rules or regulations) any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Minimum Share Condition shall not have been satisfied, or (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer, or (iii) at any time on or after the date of the Merger Agreement and before the acceptance of tendered Shares for payment or the payment therefor, any of the following conditions exists:"Xorrower").

Advice of Legal Counsel. Each party acknowledges and represents that, ----------------------- in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. - Signature Page Follows- The This Agreement has been duly executed under seal by the parties have caused this Agreement hereto as of the date day and year first written aboveabove written. XXXXXX, INC. SUBORDINATED CREDITOR: Eagle Lake Incorporated By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- NameHoward S. Landa Howard S. Landa, President Address: Xxxxxxxx X. Xxxxxx ------------------ 50 West Broadway, Suite 501 Xxxx Xxxx Xxxx, XX 00000 Facsimile Number: (print801) Title521-6325 SENIOR CREDITOR: President and Chief Executive Officer ------------------------------------- ODYSSEY ACQUISITION CORP. Terrell W. Smith, as Lender Rexxxxxxxxxxxx for the Lending Group By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- NameTerrell W. Smith Terrell W. Smith Address: Xxxxxxxx X. Xxxxxx ------------------ 50 West Broadway, Suite 501 Xxxx Xxxx Xxxx, XX 00000 Facsimile Number: (print801) Title521-6325 BORROWER: President and Chief Executive Officer ------------------------------------- QUEST EDUCATION CORPORATION RVision, LLC By: /s/ Xxxx X. Xxxxxx ------------------ NameGregory E. Johnson Gregory E. Johnson, President Address: Xxxx X. Xxxxxx -------------- 2365 A Paragon Drive Xxx Xxxx, XX 00000 Facsimile Number: (print408) Title: President 437-9923 XXKNOWLEDGMENT AND AGREEMENT The undersigned, RVision, LLC, a California limited liability company, the Borrower named in the foregoing Subordination Agreement, does hereby accept, and Chief Executive Officer ------------------------------------- EXHIBIT A CONDITIONS OF THE OFFER Defined Termsacknowledge receipt of a copy of, the foregoing Subordination Agreement, and agrees that (a) it will not pay any of the Subordinated Indebtedness except as the foregoing Agreement provides, (b) it will issue the a certificate for 6,000 Units of the Borrower to Subordinated Creditor in accordance with Section 4 of the foregoing Agreement, and (c) it will be bound by the subrogation provisions of Section 11 of the foregoing Agreement. Capitalized In the event of a breach by the undersigned of any of the provisions herein, all of the Senior Indebtedness shall, without presentment, demand, protest or notice of any kind except as otherwise required by the Loan Agreement with Senior Creditor, become immediately due and payable unless Senior Creditor shall otherwise elect in writing. All capitalized terms used in this Exhibit A Acknowledgment and not otherwise defined Agreement without definition shall have the same meanings attributed thereto as set forth in the foregoing Subordination Agreement. The undersigned has caused this Acknowledgment and Agreement and Plan of Merger, dated to be duly executed as of June 26the day and year first above written. BORROWER: RVision, 2000LLC By: /s/ Gregory E. Johnston Gregory E. Johnson, the "Merger Agreement")President Address: 2365 A Paragon Drive Xxx Xxxx, by and among Parent, ---------------- Purchaser and Company, of which this Exhibit A is a part. Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(cXX 00000 Facsimile Number: (408) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer), pay for (subject to any such rules or regulations) any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Minimum Share Condition shall not have been satisfied, or (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer, or (iii) at any time on or after the date of the Merger Agreement and before the acceptance of tendered Shares for payment or the payment therefor, any of the following conditions exists:437-9923

Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, ----------------------- in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. - [Signature Page Follows- Follows] The parties hereto have caused executed this Security Agreement as of the date day and year first written aboveabove written. XXXXXXXXXXX X. XXXXXXXXX /s/ Xxxxx X. Xxxxxxxxx --------------------------------------- (Signature) Address: 0000 000xx Xx. XX ---------------------------- Xxxx Xxxxx, INC. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ (print) Title: President and Chief Executive Officer ------------------------------------- ODYSSEY ACQUISITION CORP. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ (print) Title: President and Chief Executive Officer ------------------------------------- QUEST EDUCATION XX 00000 ---------------------------- ---------------------------- POINTSHARE CORPORATION By: /s/ Xxxx X. Xxxxxx ------------------ Name: Xxxx X. Xxxxxx -------------- (print) Xxxxxxxxx ------------------------------------ Title: President CEO --------------------------------- Address: 0000 000xx Xxxxxx XX, Xxxxx 000 Xxxxxxxx, XX 00000 EXHIBIT B-1 ----------- ASSIGNMENT SEPARATE FROM CERTIFICATE ------------------------------------ FOR VALUE RECEIVED I hereby sell, assign and Chief Executive Officer ------------------------------------- EXHIBIT A CONDITIONS OF THE OFFER Defined Termstransfer unto Pointshare Corporation, a Delaware corporation, (the "Company") Five Hundred Twenty-Two Thousand (522,000) shares of the Company's Common Stock standing in my name on the books of said corporation and represented by Certificate No. Capitalized terms used in this Exhibit A C-8 herewith and not otherwise defined shall have do hereby irrevocably constitute and appoint Xxxxxxxxxxx X. Xxxxxxx, Secretary of the meanings attributed thereto Company to transfer said stock on the books of the Company with full power of substitution in the premises. Dated: December 2,1999 Signature: /s/ Xxxxx X. Xxxxxxxxx ------------------- Xxxxx X. Xxxxxxxxx This Assignment Separate from Certificate was executed in conjunction with the terms of a Security Agreement between the above assignor and Plan of Mergerthe Company dated December 2, dated as of June 26, 2000, the "Merger Agreement"), by and among Parent, ---------------- Purchaser and Company, of which this Exhibit A is a part1999. Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer), pay for (subject to any such rules or regulations) any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Minimum Share Condition shall not have been satisfied, or (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer, or (iii) at any time on or after the date of the Merger Agreement and before the acceptance of tendered Shares for payment or the payment therefor, any of the following conditions exists:EXHIBIT B-2 ----------- CONSENT OF SPOUSE -----------------

Advice of Legal Counsel. Each party acknowledges and represents that, ----------------------- in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. - Signature Page Follows- The This Agreement has been duly executed by the parties have caused this Agreement hereto as of the date day and year first written aboveabove written. XXXXXX, INC. SENIOR CREDITOR: Brian M. Kelly By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- NameBrian M. Kelly Brian M. Kelly Address: Xxxxxxxx X. Xxxxxx ------------------ 2445 Fifth Ave., Suite 440 Xxx Xxxxx, XX 00000 Facsimile Number: (print619) Title232-7058 SENIOR CREDITOR: President and Chief Executive Officer ------------------------------------- ODYSSEY ACQUISITION CORP. Howard S. Landa By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- NameHoward S. Landa Howard S. Landa Address: Xxxxxxxx X. Xxxxxx ------------------ 50 West Broadway, Suite 501 Xxxx Xxxx Xxxx, XX 00000 Facsimile Number: (print801) Title521-6325 SUBORDINATED CREDITOR: President and Chief Executive Officer ------------------------------------- QUEST EDUCATION CORPORATION Eagle Lake Incorporated By: /s/ Howard S. Landa Howard S. Landa, President Address: 50 West Broadway, Suite 501 Xxxx X. Xxxxxx ------------------ NameXxxx Xxxx, XX 00000 Facsimile Number: (801) 521-6325 SUBORDINATED CREDITOR: Terrell W. Smith, as Lender Rexxxxxxxxxxxx for the Lending Group By: /s/ Terrell W. Smith Terrell W. Smith Address: 50 West Broadway, Suite 501 Xxxx X. Xxxxxx -------------- Xxxx Xxxx, XX 00000 Facsimile Number: (print801) Title521-6325 BORROWER: RVision, LLC By: /s/ Gregory E. Johnston Gregory E. Johnston, President Address: 2365 A Paragon Drive Xxx Xxxx, XX 00000 Facsimile Number: (408) 437-9923 XXKNOWLEDGMENT AND AGREEMENT The undersigned, RVision, LLC, a California limited liability company, the Borrower named in the foregoing Subordination Agreement, does hereby accept, and Chief Executive Officer ------------------------------------- EXHIBIT A CONDITIONS OF THE OFFER Defined Termsacknowledge receipt of a copy of, the foregoing Subordination Agreement, and agrees that (a) it will not use, spend or hypothecate any of the funds received by the payment of the Raytheon Receivable until the Senior Creditor has been paid in full. Capitalized All capitalized terms used in this Exhibit A Acknowledgment and not otherwise defined Agreement without definition shall have the same meanings attributed thereto as set forth in the foregoing Subordination Agreement. The undersigned has caused this Acknowledgment and Agreement and Plan of Merger, dated to be duly executed as of June 26the day and year first above written. BORROWER: RVision, 2000LLC By: /s/ Gregory E. Johnston Gregory E. Johnston, the "Merger Agreement")President Address: 2365 A Paragon Drive Xxx Xxxx, by and among Parent, ---------------- Purchaser and Company, of which this Exhibit A is a part. Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(cXX 00000 Facsimile Number: (408) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer), pay for (subject to any such rules or regulations) any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Minimum Share Condition shall not have been satisfied, or (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer, or (iii) at any time on or after the date of the Merger Agreement and before the acceptance of tendered Shares for payment or the payment therefor, any of the following conditions exists:437-9923

Advice of Legal Counsel. Each party acknowledges and represents that, ----------------------- in executing this Escrow Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Escrow Agreement. This Escrow Agreement shall not be construed against any party by reason of the drafting or preparation thereofof this Escrow Agreement. - Signature Page Follows- The In witness whereof, the parties have caused executed this Escrow Agreement as of the date first written aboveabove written. XXXXXXBSQUARE Corporation By:___________________ Name:_________________ Its:__________________ InfoGation Corporation By:___________________ Name:_________________ Its:__________________ STOCKHOLDERS' AGENT ______________________ Kent Pu MELLON INVESTOR SERVICES LLC, INC. as Escrow Agent By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- :___________________ Name: Xxxxxxxx X. Xxxxxx ------------------ (print) Title: President and Chief Executive Officer ------------------------------------- ODYSSEY ACQUISITION CORP. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ (print) Title: President and Chief Executive Officer ------------------------------------- QUEST EDUCATION :_________________ Its:__________________ EXHIBIT B INFOGATION CORPORATION By: /s/ Xxxx X. Xxxxxx ------------------ Name: Xxxx X. Xxxxxx -------------- (print) Title: President and Chief Executive Officer ------------------------------------- EXHIBIT A CONDITIONS OF THE OFFER Defined Terms. Capitalized terms used in this Exhibit A and not otherwise defined shall have the meanings attributed thereto in the INVESTOR REPRESENTATION STATEMENT The undersigned is aware that pursuant to an Agreement and Plan of Merger, Merger dated as of June 26March 10, 2000, 2002 (the "Merger AgreementMERGER AGREEMENT") entered into by and among BSQUARE Corporation, a Washington corporation ("BSQUARE"), by Galaxy Surfer, Inc., a Washington corporation and among Parenta wholly owned subsidiary of BSQUARE ("SUB"),and InfoGation Corporation, ---------------- Purchaser a Delaware corporation ("INFOGATION"), InfoGation will merge (the "MERGER") with and Companyinto Sub, and all shares of which capital stock of InfoGation will be exchanged for certain consideration as set forth in the Merger Agreement (the "MERGER CONSIDERATION"). Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement. The undersigned understands that the execution of this Exhibit A Statement is a part. Conditions condition precedent to BSQUARE and Sub's obligation to consummate the Merger and to the receipt by the undersigned of the Offer. Notwithstanding any other term of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered shares of Company BSQUARE Common Stock promptly after termination or withdrawal of in connection with the Offer), pay for Merger (subject to any such rules or regulations) any Shares tendered pursuant to the Offer, terms and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Minimum Share Condition shall not have been satisfied, or (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer, or (iii) at any time on or after the date conditions of the Merger Agreement Agreement). The undersigned hereby represents and before the acceptance of tendered Shares for payment or the payment therefor, any of the following conditions existswarrants as follows:

Advice of Legal Counsel. Each party acknowledges and represents that, ----------------------- in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. - Signature Page Follows- The This Agreement has been duly executed under seal by the parties have caused this Agreement hereto as of the date day and year first written aboveabove written. XXXXXXSUBORDINATED CREDITOR: NV PARTNERS III-BT L.P. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx (print) Title: Managing Partner Address: Facsimile Number: SENIOR CREDITOR: @ROAD, INC. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Xxxxx Xxxx Name: Xxxxxxxx X. Xxxxxx ------------------ Xxxxx Xxxx (print) Title: President and Chief Executive Officer ------------------------------------- ODYSSEY ACQUISITION CORPAddress: Facsimile Number: SIGNATURE PAGE TO SUBORDINATION AGREEMENT ACKNOWLEDGMENT AND AGREEMENT The undersigned, Vidus Limited, a company registered in England and Wales under registered number 4069823 having its registered office at North Felaw Maltings, 00 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxx XX0 0XX, the Borrower named in the foregoing Subordination Agreement, does hereby accept, and acknowledge receipt of a copy of, the foregoing Subordination Agreement, and agrees that (a) it will not pay any of the Subordinated Indebtedness except as the foregoing Agreement provides, and (b) it will be bound by the subrogation provisions of Section 9 of the foregoing Agreement. In the event of a breach by the undersigned of any of the provisions herein, all of the Senior Indebtedness shall, without presentment, demand, protest or notice of any kind except as otherwise required by the Loan Agreement with Senior Creditor, become immediately due and payable unless Senior Creditor shall otherwise elect in writing. All capitalized terms used in this Acknowledgment and Agreement without definition shall have the same meanings as set forth in the foregoing Subordination Agreement. The undersigned has caused this Acknowledgment and Agreement to be duly executed as of the day and year first above written. BORROWER: VIDUS LIMITED By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxx ------------------ Xxxxxxxxx (print) Title: President and Chief Executive Officer ------------------------------------- QUEST EDUCATION CORPORATION ByDirector, CEO Address: /s/ Xxxx X. Xxxxxx ------------------ Name: Xxxx X. Xxxxxx -------------- (print) Title: President and Chief Executive Officer ------------------------------------- EXHIBIT A CONDITIONS OF THE OFFER Defined Terms. Capitalized terms used in this Exhibit A and not otherwise defined shall have the meanings attributed thereto in the Agreement and Plan of Merger, dated as of June 26, 2000, the "Merger Agreement"), by and among Parent, ---------------- Purchaser and Company, of which this Exhibit A is a part. Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer), pay for (subject to any such rules or regulations) any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Minimum Share Condition shall not have been satisfied, or (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer, or (iii) at any time on or after the date of the Merger Agreement and before the acceptance of tendered Shares for payment or the payment therefor, any of the following conditions existsFacsimile Number:

Advice of Legal Counsel. Each party acknowledges and represents that, ----------------------- in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. - [Signature Page Follows- Follows] The parties hereto have caused executed this Security Agreement as of the date day and year first written aboveabove written. XXXXXXXXXXX X. XXXXXX /s/ Xxxxx X. Xxxxxx ------------------------------------------------------ (Signature) Address: 000 Xxxxxx Xxxxxx ---------------------------------------------- Xxxx Xxxx, XX 00000 ---------------------------------------------- LJL BIOSYSTEMS, INC. By: /s/ Xxxxxxxx Xxxxxx X. Xxxxx ----------------------------------------------- Title: Vice President of Finance and Administration ----------------------------------------------- EXHIBIT B-1 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED I hereby sell, assign and transfer unto LJL BioSystems, Inc., a Delaware Corporation, (the "Company") (___________) shares of the Company's Common Stock standing in my name on the books of said corporation and represented by Certificate No(s).___________________ herewith and do hereby irrevocably constitute and appoint Xxxxxx X. Xxxxx, Vice President of Finance and Administration of the Company or his designee to transfer said stock on the books of the within-named corporation with full power of substitution in the premises. Dated: ---------------- Signature: /s/ Xxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx XXXXX X. Xxxxxx ------------------ (print) Title: President XXXXXX This Assignment Separate from Certificate was executed in conjunction with the terms of a Security Agreement between the above assignor and Chief Executive Officer ------------------------------------- ODYSSEY ACQUISITION CORPthe Company dated ____________, 1998. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ (print) Title: President and Chief Executive Officer ------------------------------------- QUEST EDUCATION CORPORATION By: /s/ Xxxx X. Xxxxxx ------------------ Name: Xxxx X. Xxxxxx -------------- (print) Title: President and Chief Executive Officer ------------------------------------- EXHIBIT A CONDITIONS B-2 CONSENT OF THE OFFER Defined Terms. Capitalized terms used in this Exhibit A and not otherwise defined shall have the meanings attributed thereto in the Agreement and Plan of Merger, dated as of June 26, 2000, the "Merger Agreement"), by and among Parent, ---------------- Purchaser and Company, of which this Exhibit A is a part. Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer), pay for (subject to any such rules or regulations) any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Minimum Share Condition shall not have been satisfied, or (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer, or (iii) at any time on or after the date of the Merger Agreement and before the acceptance of tendered Shares for payment or the payment therefor, any of the following conditions exists:SPOUSE

Advice of Legal Counsel. Each party acknowledges and represents that, ----------------------- in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. - Signature Page Follows- The parties hereto have caused executed this Secured Loan Agreement as of the date day and year first written aboveabove written. XXXXXXXXXXX X. XXXXXX /s/ Xxxxx X. Xxxxxx ------------------------------------------------------ (Signature) Address: 000 Xxxxxx Xxxxxx ---------------------------------------------- Xxxx Xxxx, XX 00000 ---------------------------------------------- LJL BIOSYSTEMS, INC. By: /s/ Xxxxxxxx Xxxxxx X. Xxxxx ------------------------------------------------ Title: Vice President of Finance and Administration ------------------------------------------------ EXHIBIT A SECURED PROMISSORY NOTE $190,000 Santa Clara, California April 28, 1998 FOR VALUE RECEIVED, Xxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ (print"BORROWER") Title: President promises to pay to LJL BioSystems, Inc., a Delaware corporation (the "COMPANY"), the principal sum of One Hundred Ninety-Thousand Dollars ($190,000), together with interest (if any) on the unpaid principal hereof from the date hereof. Such principal sum shall not accrue interest subject to Borrower's compliance with Section 7872 of the Internal Revenue Code and Chief Executive Officer ------------------------------------- ODYSSEY ACQUISITION CORPthe regulations and proposed regulations thereunder. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ If Borrower fails to comply with such section and regulations, the Note shall bear interest compounded semi-annually at the adjusted federal rate on the date of this Note (print5.83%). All principal and accrued interest (if any) Title: President shall be due and Chief Executive Officer ------------------------------------- QUEST EDUCATION CORPORATION By: /s/ Xxxx X. Xxxxxx ------------------ Name: Xxxx X. Xxxxxx -------------- payable in full on the earliest of (printa) Title: President February 15, 2008, (b) the termination of Borrower's employment or consulting relationship with the Company for any reason (or for no reason), provided that if the Company terminates Borrower without cause, the principal and Chief Executive Officer ------------------------------------- EXHIBIT A CONDITIONS OF THE OFFER Defined Terms. Capitalized terms used in this Exhibit A accrued interest (if any) shall be due and not otherwise payable six (6) months from the date of termination or (c) the date of any sale, conveyance, assignment, alienation or any other form of transfer of the Shares (as defined shall have the meanings attributed thereto in the Loan Agreement defined below) or Buyer's Principal Residence (as defined in the Loan Agreement) (excluding transfers of the Shares to family members or trusts that agree to be bound by the term of this note and the Loan Agreement and Plan the Security Agreement (as defined below) and excluding the sale of MergerShares on the public market if the value of the remaining vested Shares pledged to the Company on the date of such sale equals at least 50% of the amount of this Note). Subject to Borrower's continued employment with the Company, on the sixth anniversary of February 15, 1998, and on each annual anniversary thereafter, 20% of the principal amount of this Note shall be forgiven and canceled. Payments of principal and interest (if any) shall be made in lawful money of the United States of America and shall be credited first to the accrued interest, with the remainder applied to principal. Borrower may at any time prepay all or any portion of the principal or interest owing hereunder. This Note is subject to the terms of a Secured Loan Agreement, dated as of June 26April 28, 20001998 by and between the Company and Borrower (the "LOAN AGREEMENT") and is subject to all the provisions thereof, and is secured by a pledge of Common Stock of the Company underlying certain stock option grants and a second deed of trust on Borrower's principal residence under the terms of a Security Agreement dated April 28, 1998 (the "SECURITY AGREEMENT") and is subject to all the provisions thereof. Should any action be instituted for the collection of this Note, the "Merger Agreement"), by reasonable costs and among Parent, ---------------- Purchaser and Company, of which this Exhibit A is a part. Conditions attorneys' fees therein of the Offerholder shall be paid by Borrower. Notwithstanding any other term The holder of the Offerthis Note shall have full recourse against Borrower, the Purchaser and shall not be required to accept for payment or, subject to any applicable rules and regulations proceed against the collateral securing this Note in the event of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer), pay for (subject to any such rules or regulations) any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Minimum Share Condition shall not have been satisfied, or (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer, or (iii) at any time on or after the date of the Merger Agreement and before the acceptance of tendered Shares for payment or the payment therefor, any of the following conditions exists:default.

Advice of Legal Counsel. Each party acknowledges and represents that, ----------------------- in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. - Signature Page Follows- The parties have caused executed this Agreement as of the date first written aboveabove written. XXXXXX, INC. QUATRX PHARMACEUTICALS COMPANY By: /s/ Xxxxxxxx Xxxxxx X. Xxxxxx ---------------------- Xxxxx -------------------- Name: Xxxxxxxx Xxxxxx X. Xxxxxx ------------------ Xxxxx (print) Title: President and Chief Executive Officer ------------------------------------- ODYSSEY ACQUISITION CORP. :CEO ESCROW AGENT U.S. BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxx -------------------- Name: Xxxxxxx X. Xxxxxx Title: Vice President SIGNATURE PAGE TO ESCROW AGREEMENT INSTITUTIONAL SECURITYHOLDER REPRESENTATIVE By: /s/ Xxx Xxxxx ----------------------- Name: Xxx Xxxxx Title: Investment Director INDIVIDUAL SECURITYHOLDER REPRESENTATIVE By: /s/ Xxxxx Xxxxxxx ----------------------- Name: Xxxxx Xxxxxxx Title: ____________________________________ Biofund Ventures I LP By: /s/ Xxxxxx Xxxxxxxxxx ----------------------- Name: Xxxxxx Xxxxxxxxxx Title: General Partner, Chairman and CEO Biofund Ventures II LP By: /s/ Xxxxxx Xxxxxxxxxx ----------------------- Name: Xxxxxx Xxxxxxxxxx Title: General Partner, Chairman and CEO SIGNATURE PAGE TO ESCROW AGREEMENT BIO FUND VENTURES II ANNEX FUND LP By: /s/ Xxxxxx Xxxxxxxxxx ----------------------- Name: Xxxxxx Xxxxxxxxxx Title: General Partner, Chairman and CEO THE FINNISH NATIONAL FUND FOR RESEARCH AND DEVELOPMENT By: /s/ Xxxxxx Xxxxxxx -------------------- Name: Xxxxxx Xxxxxxx Title: Director of Finance and Corporate Funding BANKINVEST BIOMEDICAL VENTURE III By: /s/ Boarne Xxxxxx /s/ Xxxxxx Xxxxxxxxxx ----------------- --------------------- Name: Boarne Xxxxxx Xxxxxx Tscherning Title: Group CIO Deputy Man. Dir. H&B CAPITAL LP By: /s/ Xxxx Xxxxxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ (print) Xxxx Xxxxxxxxx Title: President and Chief Executive Officer ------------------------------------- QUEST EDUCATION General Partner SIGNATURE PAGE TO ESCROW AGREEMENT HORMOS MEDICAL CORPORATION By: /s/ Xxxx X. Xxxxxx ------------------ Xxxxx Xxxxxxxxxxxx ---------------------- Name: Xxxx X. Xxxxxx -------------- (print) Xxxxx Xxxxxxxxxxxx Title: President and Chief Executive Officer ------------------------------------- CEO SIGNATURE PAGE TO ESCROW AGREEMENT EXHIBIT A CONDITIONS SELLERS AND ESCROW SHARES ESCROW SHARES -------------------------------------------------------- SERIES D PREFERRED SERIES D-1 PREFERRED SELLERS COMMON STOCK STOCK STOCK -------------------------------------------- ------------ ------------------ -------------------- Aboa Venture II 90,808 9,455 37,594 Aaltonen Annukka 146 15 60 Ali-Xxxxxxx Xxxx 3,112 324 1,288 Xxxxxxx Xxxxxx 292 30 121 Apteekkien Elakekassa 20,887 2,175 8,647 Besodos Oy 10,815 1,126 4,477 Bio Fund Ventures I Ky 169,582 17,657 70,206 Bio Fund Ventures II Jatkosijoitusrahasto Ky 74,883 7,798 31,001 Bio Fund Ventures II Ky 165,115 17,192 68,357 Biomedical Venture III Ltd. (P/S) 823,211 85,715 340,807 Xxxx Xxxx 165 17 68 Xxxxxxxx Xxxx 165 17 68 Xxxxxxxx Xxxxx 506 53 209 Elakevakuutusosakeyhtio Veritas 28,980 3,017 11,998 Xxxxxxxx Xxxxx 165 17 68 H&B Capital LP 484,240 50,421 200,474 Xxxxxxxxxx Xxxxx-Xxxxx 311 32 129 Xxxxxxx Xxxxx 18,260 28 112 Xxxxxxx Xxxxxxxxx 1,009 105 418 Halonen Minttu 292 30 121 Xxxxxxx Xxxxx 1,168 121 483 Xxxxxxxx Xxxxxx 165 17 68 Hellevuo Tia 165 17 68 Henkivakuutusosakeyhtio Veritas 14,486 1,508 5,997 Xxxxxxx Xxxxx 165 17 68 Huhtinen Kaisa 1,460 000 000 Xxxxxxxx Xxxxxx 50,254 40 158 Innoventure Oy 98,502 10,256 40,779 Xxxxxxxxx Xxxx 165 17 68 Xxxxxx Xxxxxx 146 15 60 Xxxxxxxxx Xxxx-Xxxxx 292 30 121 Kalapudas Arja 457 47 189 Xxxxxx Xxxxx 141,570 182 724 Xxxxxxxxxx Xxxxx 146 15 60 Xxxxxxxx Xxxxx 274 28 114 Xxxxxxxxxx Xxxxxx 1,652 172 684 ESCROW SHARES -------------------------------------------------------- SERIES D PREFERRED SERIES D-1 PREFERRED SELLERS COMMON STOCK STOCK STOCK -------------------------------------------- ------------ ------------------ -------------------- Keskinainen Elakevakuutusyhtio Ilmarinen 58,007 6,040 24,015 Keskinainen Elakevakuutusyhtio Tapiola 78,688 8,193 32,576 Keskinainen Henkivakuutusyhtio Suomi 100,901 10,506 41,773 Keskinainen Henkivakuutusyhtio Tapiola 40,960 4,265 16,957 Keskinainen Vakuutusyhtio Tapiola 57,857 6,024 23,953 Xxxxxxxxx Xxxxx 165 17 68 Xxxxxxxx Xxxx 1,460 152 604 Komi Janne 1,652 172 684 Kouki-Xxxxxxx Xxxxx 438 46 181 Xxxxxxx Xxxxx 17,935 13 51 Kytomaa Riikka 277 29 115 Xxxxxx Xxxx 1,168 121 483 Xxxxxxxx Xxx 1,183 123 000 Xxxxxxxx Xxxxx-Xxxxx 146 15 60 Xxxxxxxxxxxx Xxxxx 141,570 182 724 Xxxxxxx Xxxx-Xxxxx 292 30 121 Xxxxx Xxxx 1,663 173 688 Xxxxxxxxx Xxxxx 1,468 153 607 Mertsola Leena 1,460 152 604 Xxxxxx Xxxx 749 78 310 Xxxxx Xxxxx 146 15 60 Ojala Tero 1,487 155 616 Oy Fausto Ab 5,912 616 2,448 Xxxxxx Xxxx 3,305 344 1,368 Xxxxxxxx Xxxxx-Xxxxx 146 15 60 Xxxxxx Xxxxx 340 35 141 Pharmavir Oy 1,747 182 723 Poussu Anssi 274 28 114 Poutiainen Kustaa 6,915 720 2,863 Rautakoski Eila 165 17 68 Xxxxxxx Xxxxx 146 15 60 Sampo Oyj 99,349 10,344 41,130 Santasalo Securities Oy 14,593 1,519 6,042 Xxxxxx Xxxxx 50,254 40 158 Suomen Itsenaisyyden Juhlarahasto 421,624 43,901 174,551 Sodervall Marja 18,260 28 112 Terila Oy 5,047 526 2,089 Xxxxxxxx Xxxxxx 165 17 68 Xxxxxxxx Xxxxx 9,914 1,032 4,104 Toivanen-Xxxxxxxx Xxxxxx 9,914 1,032 4,104 Tunnela Hannele 146 15 60 ESCROW SHARES -------------------------------------------------------- SERIES D PREFERRED SERIES D-1 PREFERRED SELLERS COMMON STOCK STOCK STOCK -------------------------------------------- ------------ ------------------ -------------------- Xxxxxxxx Xxxxxxx 578 60 239 Tatila Mikko 1,537 160 636 Unkila Mikko 457 47 189 Xxxxxxxx Xxxxx 826 86 342 Vahinkovakuutusosakeyhtio Pohjola 25,225 2,626 10,443 Xxxxxxxxx-Xxxxxxxxx Kira 311 32 129 Vakuutusosakeyhtio Henki-Sampo 99,349 10,344 41,130 Vesa Xxxxx-Xxxxx 311 32 129 Xxxxxxx Xxx 292 30 121 Vaananen Kalervo 50,254 40 158 Ylamaki Mervi 165 17 68 Yritysten Henkivakuutus Oy Tapiola 27,305 2,843 11,304 Xxxxx Xxx-Xxxxx 1,537 160 636 TOTAL 3,570,046 321,415 1,277,995 EXHIBIT B FEE SCHEDULE [US BANK LOGO] Corporate Trust Services FEE SCHEDULE FOR ESCROW SCHEDULE OF THE OFFER Defined TermsFEES FOR SERVICES AS ESCROW AGENT FOR QUATRX Customer Name / Series INITIAL FEES 01010 Acceptance Fee (excluding charge for legal counsel and/or legal opinion) $3,000.00 The acceptance, fee includes the administrative review of documents, initial set-up of the account, and other reasonably required services up to and including the closing. Capitalized terms used in this Exhibit A and not otherwise defined shall have the meanings attributed thereto in the Agreement and Plan of Merger, dated as of June 26, 2000, the "Merger Agreement"), by and among Parent, ---------------- Purchaser and Company, of which this Exhibit A This is a part. Conditions of the Offer. Notwithstanding any other term of the Offerone-time fee, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer), pay for (subject to any such rules or regulations) any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Minimum Share Condition shall not have been satisfied, or (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer, or (iii) payable at any time on or after the date of the Merger Agreement and before the acceptance of tendered Shares for payment or the payment therefor, any of the following conditions exists:closing.