Common use of Company Deliveries Clause in Contracts

Company Deliveries. The Company shall deliver to Buyer at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the Buyer.

Company Deliveries. The Company shall deliver to Buyer Purchaser, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(cSection 7.3(e) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, the Articles of Association in effect as of the Closing and (B) bylawsthe resolutions of the Board (I) declaring this Agreement and the Transactions, including the Stock Purchase, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (CII) board resolutions approving this Agreement in accordance with Applicable Law, (III) terminating the Share Purchase and adopting this Agreement, 2016 Equity Incentive Plan and (DIV) other matters in Buyer’s reasonable discretionterminating the CL Shareholders Agreement; (iii) a written opinion from Company Counsel, covering acknowledgments pursuant to which any Person that is entitled to any Transaction Expenses acknowledges (A) the matters set forth on Exhibit A, dated total amount of Transaction Expenses that (I) has been incurred and paid to such Person prior to the Closing and (II) has been incurred and remains payable to such Person as of the Closing Date and addressed to Buyer;(B) that, upon payment of such remaining payable amount at the Closing, it shall be paid in full and shall not be owed any other amount by any of Purchaser, the Company and/or its Affiliates. (iv) the General Escrow an Employment Agreement and the Separate Escrow Restrictive Covenant Agreement, each dated effective as of the Closing Date and Closing, executed by the Closing Company Shareholders and the Shareholders’ AgentKey Employee; (v) the Employment Documentation, as provided by Buyer, Joinder Agreements executed by each Joining Stockholder and Joining Optionholder who is not a party to this Agreement as many of the individuals set forth in Agreement Date, and an updated version of Schedule 7.3(f) as is possible, consistent with Section 6.10(a)1.1 to reflect the Purchased Shares held by each Selling Stockholder; (vi) evidence reasonably satisfactory to Buyer Purchaser of (A) the resignation and release of each of the directors director and each of the officers officer of the Company and of and/or each Subsidiary (in office immediately prior to the Closing their capacities as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (Bsuch) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective Purchaser at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three least two Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”)effective as of, and (B) an amendment to the 401(k) Plancontingent upon, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ixvii) a certificate from evidence reasonably satisfactory to Purchaser of the Ministry Company’s receipt of Government Services (Ontarioall consents, waivers and approvals set forth in Schedule 1.4(b)(vii), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (xviii) evidence satisfactory executed counterparts by each Founder and Company Preferred Stockholder to Buyer the Purchaser Investors’ Rights Agreement, Purchaser Voting Agreement, Purchaser Right of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, First Refusal and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contractCo-Sale Agreement; (xiix) the Spreadsheet completed to include all of the information specified in Section 6.8 6.7 in a form reasonably acceptable satisfactory to Buyer Purchaser and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such the Spreadsheet is true, correct and complete; (x) FIRPTA documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Temporary Treasury Regulation Section 1.1445-11T(d)(2), in substantially the form attached hereto as Exhibit D-1, dated as of the Closing Date and executed by Xxxxxx, Inc., a Delaware corporation and Subsidiary of the Company, together with written authorization for Purchaser to deliver such notice form to the IRS on behalf of Xxxxxx Inc. after the Closing and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit D-2, dated as of the Closing Date and executed by Xxxxxx Inc.; (xi) executed counterparts by each Founder to the Founder Proxy Agreement in the form attached hereto as Exhibit E-1 and by each Company Preferred Stockholder to the Company Preferred Stockholder Proxy Agreement in the form attached hereto as Exhibit E-2; (xii) an Accredited Investor Questionnaire, in the Transaction Expenses Certificateform attached hereto as Exhibit F, which certificate shall be accompanied executed by such supporting documentation, information each of the Founders and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction ExpensesCompany Preferred Stockholders; (xiii) executed counterparts by each Selling Securityholder, with original counterparts for each Selling Securityholder delivered to one of Purchaser’s designated counsels in either Hong Kong or San Francisco, to the Instrument of Transfer in the form attached hereto as Exhibit G-1 and to the Sold Note in the form attached hereto as Exhibit G-2; (xiv) an executed counterpart by the Company Net Debt Balance Certificateof the Confirmation of No Property in the form attached hereto as Exhibit H; (xv) for each Selling Stockholder, which a copy of each stock certificate shall be accompanied for Company Capital Stock held by such supporting documentationSelling Stockholder or, information in the alternative, an executed counterpart for an indemnity for lost certificate; (xvi) a certificate, dated as of the Closing Date and calculations as are reasonably necessary for Buyer to verify and determine executed on behalf of the Company Net Debt Balanceby its Secretary, certifying a true and complete copy of the management accounts and latest audited accounts of the Company; and (xivxvii) complete and correct copies of all executed stock option grants and agreements relating to the New Company Optionsa parachute payment waiver, in a form reasonably satisfactory to Purchaser (the form provided “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 6.13(a). Receipt by Purchaser of any of the Buyeragreements, instruments, certificates or documents delivered pursuant to this Section 1.4(b) shall not be deemed to be an agreement by Purchaser that the information or statements contained therein are true, correct or complete, and shall not diminish Purchaser’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a6.3(a) and Sections 7.3(cSection 6.3(e) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of immediately prior to the Closing, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers bylaws of the Company and (the “Bylaws”) in effect as of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (BC) if requested by Buyerthe resolutions of the Board (I) declaring this Agreement and the Transactions, including the appointment of new officers Merger, upon the terms and directors subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (II) approving this Agreement in accordance with the DGCL and (III) directing that the adoption of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting this Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior be submitted to the Closing Date, (A) a true, correct Company Stockholders for consideration and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or recommending that all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including Stockholders adopt this Agreement and approve the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the ClosingMerger; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xiiii) the Spreadsheet completed to include all of the information specified in Section 6.8 5.8 in a form reasonably acceptable satisfactory to Buyer Acquirer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such the Spreadsheet is true, correct and complete; (xiiiv) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting FIRPTA documentation, information consisting of (A) a notice to the IRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit E-1, dated as of the Closing Date and calculations executed by the Company, together with written authorization for Acquirer to deliver such notice form to the IRS on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as are reasonably necessary for Buyer to verify Exhibit E-2, dated as of the Closing Date and determine executed by the amount of Transaction ExpensesCompany; (xiiiv) the Company Net Debt Balance CertificateCertificate of Merger, which certificate shall be accompanied executed by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt BalanceCompany; and (xivvi) complete and correct copies of all executed stock option grants and agreements relating to the New Company Optionsa parachute payment waiver, in substantially the form provided attached hereto as Exhibit G (the “Parachute Payment Waiver”), executed by the Buyereach Person required to execute such a waiver pursuant to Section 5.18.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive 6.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlescertificate of incorporation (the “Certificate of Incorporation”), (B) bylawsbylaws (the “Bylaws”), (C) board resolutions approving the Share Purchase Merger and adopting this Agreement, (D) Company Stockholder Approval, and (DE) other matters in BuyerAcquirer’s reasonable discretion; (iii) a written opinion from Company Counselthe Company’s legal counsel, covering the matters set forth on Exhibit AG, dated as of the Closing Date and addressed to BuyerAcquirer; (iv) the General Escrow Securityholder Agreement and the Separate Escrow Agreement, each dated (as of the Closing Date and attached hereto as Exhibit H) executed by the Closing each Company Shareholders and the Shareholders’ AgentStockholder; (v) the Employment Documentation, as provided by Buyer, a Non-Competition Agreement executed by as many each of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)Key Employees; (vi) the Key Employee Employment Agreements; (vii) evidence satisfactory to Buyer Acquirer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each any Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, officers of the Company and of each such Subsidiary, any Subsidiary effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated ContractorEffective Time; (viii) unless otherwise if requested by Buyer Acquirer in writing no less than three 3 Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the board of directors of the Company Board(the “Board of Directors”), certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans (as such term is defined in Section 2.11(a)) that are “employee benefit plans” subject to within the meaning of ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry Secretary of Government Services (Ontario), State of the States of Delaware and each other state, province State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days Business Days prior to the Closing Date certifying that the Company is in good standing and that all applicable Taxes and fees of the Company or such Subsidiary is in good standingthrough and including the Closing Date have been paid; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet (as such term is defined in Section 5.8) completed to include all of the information specified in Section 6.8 5.8 in a form reasonably acceptable to Buyer Acquirer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xiixi) the Transaction Expenses Company Net Working Capital Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer Acquirer to verify and determine the amount of Transaction ExpensesCompany Net Working Capital; (xii) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit I-1, dated as of the Closing Date and executed by the Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit I-2, dated as of the Closing Date and executed by the Company; (xiii) the original Company Net Debt Balance Certificate, which certificate shall be accompanied Convertible Note for cancellation and related pay-off letters (the “Note Pay-off Letters”) executed by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt BalanceConvertible Noteholder; (xiv) the Certificate of Merger, executed by the Company; and (xivxv) complete executed confirmatory assignments of Intellectual Property from any of the Company’s or any Subsidiary’s current and correct copies of all former employees and independent contractors and consultants that have not executed stock option grants and such agreements relating in each case in a form that is reasonably acceptable to the New Company Options, in the form provided by the BuyerAcquirer.

Company Deliveries. The Company shall deliver to Buyer at or prior to At the Closing, each of the Company shall deliver, or shall cause to be delivered, to USAC the following: (i) a certificatethe Estimated Net Cash, dated as if any, by wire transfer of the Closing Date and executed on behalf of the Company immediately available funds to an account specified by its Chief Executive Officer, USAC at least five Business Days prior to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfiedClosing; (ii) a certificatethe Assignment Agreement, dated as of the Closing Date and duly executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion; (iii) a written opinion from the Transition Services Agreement, duly executed by the Company Counseland OpCo, covering the matters set forth on Exhibit ALeaseCo, dated as of the Closing Date and addressed to Buyerand/or their designees; (iv) the General Escrow Agreement and the Separate Escrow Registration Rights Agreement, each dated as of the Closing Date and duly executed by the Closing Company Shareholders and the Shareholders’ AgentCompany; (v) the Employment DocumentationRequirements Contract, as provided by Buyer, duly executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)Company; (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of DRIP Election, duly executed by the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingCompany; (vii) from each Holder to whom New Common Units are to be delivered at Closing pursuant to Section 2.3, (A) a representation in a form reasonably satisfactory to USAC and executed by such Person (x) with respect to the Consulting matters set forth in Section 3.26 and (y) such additional information as USAC may reasonably request, (B) the Registration Rights Agreement and the DRIP Election, in each case duly executed by such Person, and (C) an agreement in a form reasonably satisfactory to USAC executed by such Person agreeing to be bound by the Designated Contractorprovisions of Section 5.1; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing DateKaiser Guaranty, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, duly executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the ClosingXxxxxx X. Xxxxxx; (ix) a certificate from certificate, dated the Ministry Closing Date, signed by authorized representatives of Government Services the Company certifying as to (Ontario), A) the good standing of the Company in its jurisdiction of formation and in each other state, province or other jurisdiction in which the Company or any Subsidiary where it is qualified to do business business, (B) true and correct copies of the Organizational Documents of the Company as a domestic or foreign corporation dated within three days prior to in effect on the Closing Date certifying Date, (C) that all actions required to authorize and approve the Company or execution and delivery of this Agreement and the other Transaction Documents have been taken and setting forth copies of such Subsidiary is in good standingactions, (D) the accuracy of the specimen signature(s) of any Person executing this Agreement and such other Transaction Documents on behalf of the Company, and (E) such other matters reasonably requested by USAC; (x) evidence satisfactory a certificate, dated the Closing Date, signed by authorized representatives of Argonaut certifying as to Buyer of (A) the novation or consent good standing of Argonaut in its jurisdiction of formation and in each other jurisdiction where it is qualified to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 heretodo business, (B) that all actions required to authorize and approve the termination execution and delivery of each this Agreement and the other Transaction Documents have been taken and setting forth copies of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 heretosuch actions, and (C) the amendment of each accuracy of the contracts specimen signature(s) of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described any Person executing this Agreement and such other Transaction Documents on behalf of Argonaut, and (D) such Schedule with respect to each such contractother matters reasonably requested by USAC; (xi) vehicle titles or registration documents for all titled vehicles that are Contributed Assets at or as soon as practicable after the Spreadsheet completed to include all of the information specified Closing, in accordance with Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete5.2; (xii) originals (if available) or copies of all Books and Records that are segregated and readily available (it being acknowledged that the Transaction Expenses Certificate, which certificate delivery of all such Books and Records to an office of the Contributed Business located at one or more of the Assigned Leases shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary constitute delivery for Buyer to verify and determine the amount purposes of Transaction Expensesthis Section 2.6(a)(xii)); (xiii) a separate duly prepared and executed certificate of non-foreign status of the Company Net Debt Balance Certificate, which certificate shall be accompanied meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2); (xiv) an Internal Revenue Service Form W-9 duly executed and delivered by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt BalanceCompany; and (xivxv) complete and correct copies of all executed stock option grants and agreements relating other documents reasonably requested by USAC to the New Company Options, in the form provided be delivered by the BuyerS&R Parties in connection with the consummation of the Transaction.

Company Deliveries. The Company shall deliver to Buyer Buyer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officersole Member, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(cSection 7.3(e) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, Secretary certifying the Company’s (A) articlesthe operating agreement of the Company (the “Operating Agreement”) in effect as of the Closing, (B) bylawsthe resolutions adopted by the sole manager of the Company (I) declaring this Agreement and the Transactions, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the sole member of the Company, and (II) approving this Agreement in accordance with the Delaware LLC Act and (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in reasonably requested by Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence reasonably satisfactory to Buyer of (A) the resignation and release of each of the directors director, manager and each of the officers officer of the Company and of each any Subsidiary in office immediately prior to the Closing as directors director, manager and/or officers, as applicable, officers of the Company and of each such and/or any Subsidiary, effective no later than immediately prior to the Closingas of, and (B) if requested by Buyercontingent upon, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (viiiv) a certificate from the Consulting Agreement duly executed by Secretary of State of the Designated Contractor; (viii) unless otherwise requested by Buyer States of Delaware and California and each other state or other jurisdiction in writing no less than which the Company is qualified to do business as a foreign corporation, dated within three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by certifying that the Company Boardis in good standing, certified by and confirmation from the Secretary of the Company, authorizing the termination State of each or Delaware that all applicable franchise Taxes and fees of the Company Employee Plans that are “employee benefit plans” subject to ERISA, through and including the Company’s 401(kClosing Date have been paid; (v) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) PlanTrademark Assignment Agreement, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xivvi) complete and correct copies of all the Assignment, executed stock option grants and agreements relating to the New Company Options, in the form provided by the Company. Receipt by Buyer of any of the agreements, instruments, certificates or documents delivered pursuant to this Section 1.3(c) shall not be deemed to be an agreement by Buyer that the information or statements contained therein are true, correct or complete, and shall not diminish Buyer’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete.

Company Deliveries. The Company shall deliver to Buyer at or prior to At the Closing, subject to the terms and conditions of this Agreement, the Company will deliver, or cause to be delivered, to each of the followingPurchaser: (ia) the Purchased Common Stock by delivering certificates (bearing the legend set forth in Section 4.5(c)) evidencing such Purchased Common Stock at the Closing, all free and clear of any Liens, encumbrances or interests of any other party; (b) the Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Company; (c) the Officer’s Certificate substantially in the form attached to this Agreement as Exhibit B; (d) a certificate, certificate of the Secretary of the Company dated as of the Closing Date and executed on behalf of substantially in the Company by its Chief Executive Officer, form attached to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfiedthis Agreement as Exhibit D; (iie) a certificate, certificate dated as of the Closing Date and executed on behalf a recent date of the Company by its Secretary, certifying Secretary of State of the State of Delaware with respect to the due organization and good standing in the State of Delaware of the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion;; and (iiif) a written opinion from Company Counsel, covering the matters set forth on Exhibit Across receipt, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted executed by the Company Boardand delivered to each Purchaser, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) has received the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule Price with respect to each such contract;the Purchased Common Stock issued and sold to all Purchasers, substantially in the form attached to this Agreement as Exhibit E. (xig) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of an opinion from Xxxxxx Xxxxxx LLP, the Company’s counsel, dated as of the Closing Date, certifying that such Spreadsheet is true, correct in form and completesubstance reasonably acceptable to the Purchasers and addressing the enforceability of this Agreement and the exempt status of the sale of the Purchased Common Stock hereunder from the registration requirements of the Securities Act; (xiih) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expensesexecuted Charter Amendment; (xiiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer executed Registration Rights Amendment; (j) the executed Anti-Dilution Amendment; (k) evidence satisfactory to verify and determine the Purchasers that the Company Net Debt Balance; and (xivhas taken the actions set forth in Section 6.1(b)(vi) complete and correct copies with respect to securities or “Blue Sky” laws of all executed stock option grants and agreements relating to the New Company Options, in states of the form provided by the Buyer.United States;

Company Deliveries. The Company shall deliver to Buyer at or prior to At the Closing, subject to the terms and conditions hereof, the Company will deliver, or cause to be delivered, to each Purchaser (any or all of which may be waived by a particular Purchaser on behalf of itself, in whole or in part, to the extent permitted by applicable Law): (a) The Purchased Shares by electronic delivery to each Purchaser’s designated book-entry account with Computershare (it being understood that the Purchased Shares shall be issued only after receipt by the Company of the following:full Purchase Price); (ib) a certificateAn opinion of Wxxxxx Xxxxxx & Wxxxxxxx LLP, the Company’s counsel, dated as of the Closing Date and executed on behalf Date, in the form reasonably acceptable to such Purchaser (it being understood that such opinion shall be issued after the issuance of the Purchased Securities); (c) A scan of a certified copy of the Articles of Incorporation as certified by the Registrar of Corporations of the Republic of the Mxxxxxxx Islands within ten (10) days of the Closing Date; (d) A copy of the Irrevocable Transfer Agent Instructions, in the form reasonably acceptable to such Purchaser, which instructions shall have been delivered to the transfer agent of the Company by its Chief Executive Officer, to (the effect that each of the conditions set forth in Section 6.10(b“Transfer Agent”), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfied; (iie) a A letter from the Company’s transfer agent certifying the number of Common Shares outstanding on the Closing Date immediately prior to the Closing; (f) A certificate, in the form acceptable to such Purchaser, executed by the Secretary of the Company and dated as of the Closing Date and executed on behalf of Date, as to (i) the Company resolutions with respect to the transactions contemplated hereby adopted by its Secretary, certifying the Company’s (A) articles's in a form reasonably acceptable to such Purchaser, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (ivii) the General Escrow Agreement and the Separate Escrow Agreement, each dated as Articles of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers Incorporation of the Company and of each Subsidiary in office immediately prior to (iii) the Closing as directors and/or officers, as applicable, Bylaws of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective as in effect at the Closing; (viig) the Consulting Agreement A certificate duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, Date certifying that each and every representation and warranty of the Company that are qualified by materiality or Material Adverse Effect shall be true and correct as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such Spreadsheet is truespecific date) and that each and every other representation and warranty of the Company shall be true and correct in all material respects as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specific date) and completethe Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date and as to such other matters as may be reasonably requested by such Purchaser in the form acceptable to such Purchaser; (xiih) A scan of a certificate of the Transaction Expenses CertificateRegistrar of Corporations of the Republic of the Mxxxxxxx Islands, which certificate shall be accompanied by such supporting documentationdated a recent date, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenseseffect that the Company is in good standing; (xiiii) A waiver in writing by the Company Net Debt Balance Certificate, which certificate shall be accompanied and Fxxxxxx Trading Limited pursuant to the Existing Registration Rights Agreement to the entry into the Registration Rights Agreement; (j) A Warrant for the relevant number of Common Shares as indicated on Schedule A executed by such supporting documentation, information the Company; (k) Evidence that an amount equal to approximately $20 million of the loans of each of Fxxxxxx Trading Limited and calculations as are reasonably necessary for Buyer Silaner Investments Limited made to verify and determine the Company Net Debt Balanceis released in exchange for an aggregate of 20 million Common Shares and warrants that will be exercisable for approximately 7,380,017 common shares at a price of $1.60 per share, in each case issued to the relevant lenders or their respective nominees, it being understood that an amount equal to the remaining principal and interest outstanding on such loans shall remain outstanding. (l) A copy of the Registration Rights Agreement executed by the Company; (m) A letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Purchaser and the wire transfer instructions of the Company; and (xivn) complete and correct copies of all A cross-receipt executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerCompany and delivered to each Purchaser certifying that it has received the Purchase Price from such Purchaser as of the Closing Date.

Company Deliveries. The Company shall deliver to Buyer Acquiror, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and Date, executed on behalf of the Company by its Chief Executive Officer, a duly authorized executive officer of the Company to the effect that each of the conditions set forth in Section 6.10(b), 7.3(aclauses (a) and Sections 7.3(c(c) through 7.3(i) inclusive has of Section 6.3 have been satisfiedsatisfied (the “Company Closing Certificate”); (ii) a certificatethe Sellers Agreement, dated as of the Closing Date and duly executed on behalf of by the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretioneach Company Member; (iii) a written opinion from Company CounselEmployment Agreements executed by each Key Employee, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyerincluding restricted stock purchase agreements executed by each Founder; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and a Form W-9 duly executed by the Closing each Company Shareholders and the Shareholders’ AgentHolder; (v) the Employment Documentation, as provided by Buyer, executed by as many written resignations of each member of the individuals set forth in Schedule 7.3(f) Company Board from such Company Board and of each officer of the Company from such officer’s position, effective as is possible, consistent with Section 6.10(a)of the Effective Time; (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingConsideration Spreadsheet; (vii) a legal opinion of counsel to the Consulting Agreement duly executed by Company in substantially the Designated Contractorform attached as Exhibit D, including that the consideration payable to the Company Holders set forth in the Consideration Spreadsheet is consistent with the Company’s Organizational Documents and the Utah Act; (viii) unless otherwise requested by Buyer the invoices described in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the ClosingSection 5.11; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed Secretary or described in Schedule 1.5(b)(x)-2 hereto, and an Assistant Secretary (Cor equivalent officer or position) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying (A) that such Spreadsheet is trueattached thereto are true and complete copies of the Company’s (1) articles of organization, correct (2) operating agreement, (3) all resolutions adopted by the Company Board approving the Merger and complete; adopting and declaring advisable this Agreement and the Articles of Merger, and (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii4) the Company Net Debt Balance CertificateMember Approval, which certificate shall be accompanied by (B) that all such supporting documentationCompany Board and Company Member resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, information and calculations as are reasonably necessary for Buyer to verify and determine (C) that the officers of the Company Net Debt Balance; and (xiv) complete executing this Agreement and correct copies of all executed stock option grants the other agreements and agreements relating certificates contemplated hereunder are authorized to the New Company Options, in the form provided by the Buyerdo so.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a6.3(a) and Sections 7.3(cSection 6.3(e) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) bylaws, the bylaws of the Company (the “Bylaws”) in effect as of the Closing and (C) board the resolutions approving of the Share Purchase Board of Directors (I) declaring this Agreement and adopting the transactions contemplated by this AgreementAgreement in connection with the First Merger, upon the terms and subject to the conditions set forth herein, advisable, and in the best interests of the Company and the Company Stockholders, (DII) other matters approving this Agreement in Buyer’s reasonable discretionaccordance with the provisions of Delaware Law and California to the extent applicable to the Company and (III) directing that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommending that all of the Company Stockholders adopt this Agreement and approve the First Merger; (iii) a written opinion from Company Counselthe Company’s outside legal counsel, covering the matters set forth on Exhibit AJ, dated as of the Closing Date and addressed to BuyerAcquirer; (iv) written acknowledgments pursuant to which any Person that is entitled to any Transaction Expenses acknowledges (A) the General Escrow Agreement total amount of Transaction Expenses that (I) has been incurred and the Separate Escrow Agreement, each dated as of paid to such Person prior to the Closing Date and executed (II) has been incurred and remains payable to such Person and (B) that, upon payment of such remaining payable amount at the Closing, it shall be paid in full and shall not be owed any other amount by any of Acquirer, the Closing Company Shareholders and Company, its Affiliates, the Shareholders’ AgentFirst Step Surviving Corporation and/or the Final Surviving Entity; (v) no later than 24 hours after the Employment Documentationdate hereof, as provided by Buyer, one or more Written Consents executed by each Consenting Stockholder and such other Company Stockholders as many are necessary, when taken together with the Consenting Stockholders, to evidence the obtainment of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)Company Stockholder Approval; (vi) the Stockholder Agreement, executed by each Consenting Stockholder; (vii) Offer Letters, effective as of, and contingent upon, the Closing, executed by each Key Employee and no less than 70% of the Continuing Employees; (viii) Non-Competition Agreements, effective as of and contingent upon the Closing, executed by each of Xxxx Xxxxx and Xxxxxx Xxxxxx; (ix) Benefits Amendment, executed by the Company and each Person required to execute a Benefits Amendment pursuant to Section 5.10(d); (x) Equity Agreement, effective as of the Closing, executed by Xxxx Xxxxx; (xi) Investor Representation Letters duly completed and executed by holders of outstanding Company Capital Stock constituting the Requisite Stockholder Approval ; (xii) evidence reasonably satisfactory to Buyer Acquirer of (A) the resignation and release of each of the directors director and each of the officers officer of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, officers of the Company and of each such SubsidiaryCompany, effective no later than immediately prior to the Closingas of, and (B) if requested by Buyercontingent upon, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingEffective Time; (viixiii) true, correct and complete copies of all election statements under Section 83(b) of the Consulting Agreement duly executed Code that are in the Company’s possession or that the Company can obtain through commercially reasonable efforts with respect to any unvested securities or other property ever issued by the Designated ContractorCompany or any ERISA Affiliate to any of their respective employees, non-employee directors, consultants and other service providers; (viiixiv) unless otherwise requested by Buyer certificates from the Secretary of State of the States of Delaware and California and each other state or other jurisdiction in writing no less than which the Company is qualified to do business as a foreign corporation, dated within three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standingstanding and that all applicable Taxes and fees of the Company through and including the Closing Date have been paid; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xixv) the Spreadsheet completed to include all of the information specified in Section 6.8 5.8 in a form reasonably acceptable satisfactory to Buyer Acquirer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such the Spreadsheet is true, correct and complete; (xiixvi) the Transaction Expenses Company Closing Financial Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiiixvii) FIRPTA documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit K-1, dated as of the Closing Date and executed by the Company, together with written authorization for Acquirer to deliver such notice form to the IRS on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit K-2, dated as of the Closing Date and executed by the Company; (xviii) a separation agreement or similar document in a form reasonably satisfactory to Acquirer (a “Separation Agreement”) executed by each of the Designated Employees as a condition to the receipt of any severance paid by the Company; (xix) (A) A contractor agreement duly executed by each independent contractor, consultant and/or advisory board member who has accepted an offer to continue providing services to Acquirer or the Final Surviving Entity prior to the Closing Date (the “Specified Contractors” in a form reasonably satisfactory to Acquirer and (B) evidence reasonably satisfactory to Acquirer of the termination of service with the Company of each independent contractor, consultant and/or advisory board member of the Company other than the Specified Contractors, to be effective no later than immediately prior to the Closing; (xx) the First Certificate of Merger, executed by the Company; (xxi) payoff letters or similar instruments in form and substance reasonably satisfactory to Acquirer with respect to all Company Net Debt Balance CertificateDebt, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary letters provide for Buyer the release of all Encumbrances relating to verify and determine the Company Net Debt Balancefollowing satisfaction of the terms contained in such payoff letters (including any premiums above the principal amount of such Company Debt or any fees payable in connection with such Company Debt); (xxii) a parachute payment waiver, in substantially the form attached hereto as Exhibit L (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.15 and evidence of the 280G Stockholder Approval or confirmation that the Parachute Payment Waivers have been given effect; (xxiii) the Escrow Agreement, executed by the Stockholders’ Agent; (xxiv) evidence reasonably satisfactory to Acquirer of the conversion of the Company Convertible Notes prior to or as of, and contingent upon, the Closing; and (xivxxv) complete executed confirmatory assignments of Intellectual Property from those individuals or entities listed on Schedule 1.2(b)(xxv), which represent each of the Company’s current and correct copies of all former employees and independent contractors and consultants that have not executed stock option grants and agreements relating to the New Company Optionssuch agreements, in each case in a form that is reasonably satisfactory to Acquirer. Receipt by Acquirer of any of the form provided agreements, instruments, certificates or documents delivered pursuant to this Section 1.2(b) shall not be deemed to be an agreement by Acquirer or Merger Sub that the Buyerinformation or statements contained therein are true, correct or complete, and shall not diminish Acquirer’s or Merger Sub’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete.

Company Deliveries. The Company shall deliver to Buyer Purchaser, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(cSection 7.3(e) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its SecretaryChief Executive Officer, certifying the Company’s (A) articlesa true and complete copy of the Company’s articles of association, including all amendments thereto (the “Articles of Association”), (B) bylawsa complete list of the officers and directors of the Company, and (C) board copies of resolutions approving adopted by the Share Purchase Board of Directors and adopting shareholders of the Company authorizing the execution and delivery of this Agreement, Agreement and (D) the other matters in Buyer’s reasonable discretionagreements to which the Company is a party pursuant to this Agreement and the consummation of the Transactions; (iii) a printout from the Israeli Registrar of Companies with respect to the Company, dated as of the Closing Date, reflecting that (x) the Company is not delinquent in payment of its annual dues or filing of an annual report, and (y) the Company has not been noted as being in breach of its legal filing requirements; and a printout from the Israeli Registrar of Companies with respect to the Company, dated as of the Closing Date, reflecting that no Encumbrance is registered on any of the Company Ordinary Shares. (iv) a written opinion from Company Counselthe Company’s legal counsel, covering in the matters form set forth on Exhibit AD, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentPurchaser; (v) the Employment Documentationan Offer Letter, together with an employee invention assignment agreement, effective as provided by Buyerof Closing, executed by as many each of the individuals Company’s four (4) key employees set forth on Schedule 1.2(b)(v) and by an additional four (4) employees that are not key employees (collectively, “Designated Employees”) (and such Offer Letters shall be in Schedule 7.3(f) as is possible, consistent with Section 6.10(afull force and effect and shall not have been repudiated through the Closing); (vi) evidence documentation satisfactory to Buyer of (A) Purchaser evidencing the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such SubsidiaryCompany, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) certificates representing the Consulting Agreement Company Ordinary Shares accompanied by a share transfer deed, duly executed by Company Shareholder, for transfer of such Company Ordinary Shares to Purchaser, in form and substance satisfactory to Purchaser, together with a copy of the Designated Contractorshare registry of the Company indicating that Purchaser is the sole shareholder of the Company all effective as of the Closing Date; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet (as defined below) completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer Purchaser, and a certificate executed on behalf of the Company by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such Spreadsheet is true, correct and complete; (xiiix) the Transaction Closing Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer Purchaser to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xivx) complete and correct copies of all executed stock option grants an investment representation letter and agreements relating lock-up agreement addressed to the New Company OptionsPurchaser, in substantially the form provided attached hereto as Exhibit E (the “Investment Representation Letter and Lock-up Agreement”), executed by the BuyerCompany Shareholder; (xi) executed copies of the Termination and Release, executed by all of the employees of the Company; (xii) an executed amendment to each of the CBI Loan Agreements, in substantially the form of Amendment to Loan Agreements attached hereto as Exhibit F (the “CBI Loan Amendment”); and (xiii) either the Pay-off Letter or the Guarantee Assignment Documentation.

Company Deliveries. The At the Closing, unless otherwise designated, the Company shall deliver or cause to Buyer at or prior be delivered to the Closing, each of Purchaser the following: (i) a certificate, dated as copies of the Closing Date and executed on behalf good standing certificates of the Company by its Chief Executive Officer, to the effect that and each of its Subsidiaries issued by the conditions set forth in Section 6.10(b)Secretary of State (or comparable office) of such entity’s jurisdiction of formation, 7.3(aas of a date within thirty (30) and Sections 7.3(c) through 7.3(i) inclusive has been satisfieddays preceding the Closing Date; (ii) a certificate, dated as copy of the Closing Date and executed on behalf Certificate of Incorporation of the Company Company, as amended to date, as certified by its Secretarythe Secretary of State of the State of Delaware within thirty (30) days preceding the Closing Date, certifying which shall reflect the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionCertificates of Designations as part thereof or attachment thereto; (iii) a written opinion from Company Counselcertificates for the series of Preferred Shares such Purchaser is purchasing hereunder (in each case, covering in such denominations as the matters Purchaser shall reasonably request) in the name of the Purchase as set forth on Exhibit A, dated as in column (1) of the Closing Date and addressed to BuyerSchedule of Purchasers; (iv) at the General Escrow Agreement and the Separate Escrow AgreementClosing, each dated as copies of the resignations by all but three of the pre-Closing Date directors of the Company and executed a certified copy of resolutions of the Board of Directors reducing the number of directors to five persons and appointing the two directors designated by the Closing Company Shareholders and the Shareholders’ Agentinitial Purchaser of Series A Preferred Shares; (v) the Employment Documentation, signed Transfer Agent Instructions in the form attached hereto as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)Exhibit C; (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of other Transaction Documents, if any, to which the Company and of each Subsidiary in office immediately prior to is a party, duly executed by the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing;Company; and (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy legal opinion of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company OptionsCounsel, in the form provided of Exhibit D, executed by such counsel and delivered to the BuyerPurchasers.

Company Deliveries. The Company shall deliver to Buyer Parent, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(bclauses (a), 7.3(a(c) and Sections 7.3(c(d) through 7.3(i) inclusive of Section 6.3 has been satisfied; (ii) a certificate, dated as of the Closing Date Financial Certificate, which certificate shall be accompanied by such supporting documentation, information and executed on behalf of calculations as are necessary and reasonably requested by Parent to verify and determine the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionamounts set forth therein; (iii) a written opinion from Company Counselthe Spreadsheet, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent together with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such Spreadsheet the Spreadsheet, including each component of the Aggregate Consideration, is true, correct and completecomplete (the “Spreadsheet Certificate”); (iv) the Exchange Agent Agreement, dated as of the Closing Date and executed by the Seller Agent; (v) the Key Employee Agreements and Waivers (if applicable), each effective as of the Closing, executed by at least three of the four Key Employees; (vi) evidence of the resignation of each of the directors and each of the officers of the Company in office immediately prior to the Effective Time as directors and/or officers (in their capacity as such and not as employees) of the Company effective as of the Closing in accordance with a director and officer resignation letter in the form attached hereto as Exhibit G; (vii) a parachute payment waiver, in substantially the form attached hereto as Exhibit H (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.18; (viii) evidence reasonably satisfactory to Parent of the consents, waivers, approvals, notices, terminations, modifications or amendments, as applicable, with respect to each of the Contracts listed on Schedule 1.3(b)(viii); (ix) Payoff Letters, dated as of the Closing Date and executed by each holder of Closing Indebtedness (or an agent or trustee on behalf of such holders) pursuant to Section 5.15; (x) UCC-3 termination statements (and any other applicable termination statement or release) executed (if applicable) by each Person holding a security interest in any assets of the Company as of the Closing Date (other than Permitted Encumbrances) terminating or evidencing the termination of any and all such security interests and evidence reasonably satisfactory to Parent that all Encumbrances on assets of the Company (other than Permitted Encumbrances) shall have been released prior to, or shall be released simultaneously with, the Closing; (xi) an officer’s certificate, dated as of the Closing Date and executed by a duly authorized officer of the Company, certifying the Company’s (A) Organizational Documents, (B) the Stockholder Written Consent and (C) the Board Resolutions; (xii) certificates from the Transaction Expenses Certificate, Secretary of State of the State of Delaware and each other State or other jurisdiction in which the Company is qualified to do business as a foreign corporation dated within five (5) Business Days prior to the Closing Date certifying that the Company is in good standing and that all applicable franchise Taxes and fees of the Company through and including the date of such certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenseshave been paid; (xiii) unless otherwise requested by Parent in writing no less than three (3) Business Days prior to the Company Net Debt Balance CertificateClosing Date, which certificate shall a true, correct and complete copy of resolutions adopted by the Board of Directors, certified by the Secretary of the Company, authorizing the termination, or, if requested by Parent in writing no less than three (3) Business Days prior to the Closing Date, the partial termination, of each or all of the Designated Employee Plans, with such termination to be accompanied by such supporting documentationeffective as of the date immediately preceding the Closing Date and contingent upon the Closing; (xiv) a duly executed certification in the form provided for in Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), information certifying that the Capital Stock does not constitute a “United States real property interest” within the meaning of Section 897(c)(1) of the Code and calculations as are reasonably necessary for Buyer the regulations thereunder, together with an accompanying notice to verify and determine the Company Net Debt BalanceInternal Revenue Service; and (xivxv) complete and correct copies executed confirmatory assignments of all executed stock option grants and agreements relating to the New Company OptionsIntellectual Property from any current Employees or Contractors set forth on Schedule 1.3(b)(xv), in the each case in a form provided by the Buyerthat is reasonably acceptable to Parent.

Company Deliveries. The Company shall deliver the following documents to Buyer Acquirer at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a6.3(a) and Sections 7.3(cSection 6.3(b) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of immediately prior to the Closing, (B) bylaws, the bylaws of the Company (the “Bylaws”) in effect as of immediately prior to the Closing and (C) board the resolutions of the Company Board (I) declaring this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (II) approving this Agreement in accordance with the Share Purchase and adopting this Agreement, Delaware Law and (DIII) other matters in Buyer’s reasonable discretiondirecting that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommending that all of the Company Stockholders adopt this Agreement and approve the Merger; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as letters of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence resignation reasonably satisfactory to Buyer of (A) the resignation and release of Acquirer from each of the directors and each of the officers director of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viiiiv) unless otherwise requested by Buyer Acquirer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company BoardBoard or any applicable committee thereof, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject intended to ERISA, including the Company’s constitute a 401(k) Plan arrangement (the “401(k) Plan”), ) and (B) an amendment to the 401(k) Company Option Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on as of the date day immediately preceding the Closing Date and contingent upon Closing; (v) the Spreadsheet; (vi) the Company Closing Financial Certificate; (vii) Foreign Investment in Real Property Act (“FIRPTA”) documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit F-1, dated as of the Closing Date and executed by the Company, together with written authorization for Acquirer to deliver such notice form to the IRS on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit F-2, dated as of the Closing Date and executed by the Company; (viii) the Certificate of Merger, executed by the Company; (ix) a certificate from the Ministry of Government Services payoff letters or similar instruments in form and substance reasonably satisfactory to Acquirer with respect to all Company Debt for borrowed money as described in Section 5.18 hereof (Ontario“Payoff Letters”), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory a parachute payment waiver, in substantially the form attached hereto as Exhibit G (the “Parachute Payment Waiver”), executed by each Person who executed such a waiver pursuant to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contractSection 5.15; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the CompanyEscrow Agreement, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and completeexecuted by the Stockholders’ Agent; (xii) the Transaction Expenses CertificatePaying Agent Agreement, which certificate shall be accompanied dated as of the Closing Date, and executed by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses;Stockholders’ Agent; and (xiii) all release agreements executed by each Promised Option Grantee who has executed a waiver and release of any rights of such Person to receive any Company Options or other Equity Interests of the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary or any Subsidiary in exchange for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the Buyerconsideration set forth therein.

Company Deliveries. The At the Closing (and at each subsequent Closing, unless waived or satisfied in connection with a prior Closing), unless otherwise designated, the Company shall deliver or cause to Buyer at or prior be delivered to the Closing, each of Purchaser the following: (i) a certificate, dated as copies of the Closing Date and executed on behalf good standing certificates of the Company by its Chief Executive Officer, to the effect that and each of its Subsidiaries issued by the conditions set forth in Section 6.10(b)Secretary of State (or comparable office) of such entity’s jurisdiction of formation, 7.3(aas of a date within ten (10) and Sections 7.3(c) through 7.3(i) inclusive has been satisfieddays preceding the Closing Date; (ii) a certificate, dated as copy of the Closing Date and executed on behalf Certificate of Incorporation of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory amended to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officersdate, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing which shall reflect the termination Series E Certificate of Designations in the form of Exhibit A as part thereof or attachment thereto; (iii) certificate(s) for the Series E Preferred Shares such Purchaser is purchasing hereunder (in each case, in such denominations as the Purchaser shall reasonably request) in the name of the Purchaser as set forth in column (1) of the Schedule of Purchasers; (iv) warrants issued to Placement Agent (or all its designee(s)) for the purchase of an amount of Common Stock equal to eight percent (8%) of the Common Stock into which the Series E Preferred Shares issued pursuant to this Agreement may be converted as of the date of the Closing, which warrants shall have an exercise price of $0.011 per share; (v) waivers from the holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, and the Series E Preferred Stock of their pre-emptive rights; (vi) resolutions adopted by the Company’s Board of Directors approving this Agreement, the other Transaction Documents, the issuance of the Series E Preferred Shares, and the transactions contemplated by this Agreement; (vii) a certificate of the Secretary or other duly authorized officer of the Company Employee Plans that are “employee benefit plans” subject dated as of the date of the Closing (A) certifying the resolutions adopted by the Board of Directors of the Company approving this Agreement, the other Transaction Documents, the issuance of the Series E Preferred Shares, and the transactions contemplated by this Agreement; (B) certifying the current versions of the Certificate of Incorporation, as amended, and Bylaws of the Company; and (C) certifying as to ERISA, including the signatures and authority of persons signing this Agreement and the other Transaction Documents on behalf of the Company; (viii) a certificate of the Company’s 401(k) Plan (President dated as of the “401(k) Plan”), and (B) an amendment to date of the 401(k) Plan, executed by Closing certifying the Company, that is sufficient to assure compliance with all applicable requirements ’s fulfillment of the Code and regulations thereunder so that the Tax-qualified status of the 401(kconditions to Closing specified in Sections 4.1(a) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closingthrough (d); (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standingsigned Waiver Agreement; (x) evidence satisfactory reimbursement to Buyer LB Merchant PSMH-4, LLC (or its counsel), at LB Merchant PSMH-4, LLC’s option, of the out of pocket expenses of LB Merchant PSMH-4, LLC (Aincluding legal fees) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required incurred in connection with the Share Purchase or any other transaction transactions contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect pursuant to each such contractSection 8.2; (xi) the Spreadsheet completed to include all each of the information specified in Section 6.8 in other Transaction Documents, if any, to which the Company is a form reasonably acceptable to Buyer and a certificate party, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete;; and (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, signed Transfer Agent Instructions in the form provided by the Buyer.attached hereto as Exhibit B.

Company Deliveries. The In connection with and at the Loan Exchange Closing, the Company shall deliver to Buyer the Senior Lenders the following items: (A) the New Junior Secured Notes issued in accordance with Section 1.1(a)(iii)(A) and (B), duly executed; (B) the aggregate cash required to be paid under Section 1.1(a)(iii)(C), by wire transfer of immediately available funds to accounts specified by the Senior Lenders in written instructions delivered to the Company at or least one business day prior to the ClosingLoan Exchange Closing Date; (C) the Series A Warrants issued in accordance with Section 1.1(a)(iii)(D), each duly executed; (D) duly executed counterparts of the following:agreements underlying any New Junior Secured Notes and Series A Warrants issued to the Senior Lenders in the Loan Exchange (and copies of any other documents or deliveries provided in connection therewith); (iE) the legal opinions of Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A. and of the general counsel to the Company as to the Loan Exchange and any Series A Warrants issued in connection therewith, dated as of the Loan Exchange Closing Date, in form and substance reasonably satisfactory to the Senior Lenders, duly executed; (F) a certificate, dated as of the Loan Exchange Closing Date, and signed by a secretary or assistant secretary of each member of the Group, as to the entity's organizational documents, adopting resolutions and, in the case of the Company, form of Series A Warrant and attesting to the incumbency of its signing officers, duly executed; (G) a "long form" good standing certificate for each member of the Group, dated as of a recent date prior to the Loan Exchange Closing Date (and executed on behalf in the case of any Delaware corporation, no more than two business days prior thereto), issued by the Secretary of State of the Company by its Chief Executive Officer, State of Delaware or the applicable state of incorporation or organization; (H) evidence reasonably satisfactory to the effect that each Senior Lenders of the purchase of the Optioned Rights purchased by the Company from the Original Senior Lenders under the Purchase Option Agreement; (I) evidence reasonably satisfactory to the Senior Lenders of the cash collateralization or other satisfaction and release in full of the Original Senior Lenders and the Senior Lenders under any commitments in respect of outstanding but undrawn letters of credit under the Existing Senior Facility; and (J) such other written instruments or accompanying documentation as may be reasonably necessary or appropriate in order to document the satisfaction or waiver of the applicable closing conditions set forth in Section 6.10(b), 7.3(a) Article VII and Sections 7.3(c) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed reasonably requested by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerSenior Lenders.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b6.3(a), 7.3(aSection 6.3(b), Section 6.3(c) and Sections 7.3(cSection 6.3(g) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) bylaws, the bylaws of the Company (the “Bylaws”) in effect as of the Closing and (C) board the resolutions of the Board (1) declaring this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (2) approving the Share Purchase and adopting this Agreement, Agreement in accordance with Applicable Law and (D3) other matters in Buyer’s reasonable discretiondirecting that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommending that all of the Company Stockholders adopt this Agreement and approve the principal terms of the Merger; (iii) a written opinion from Company Counsel, covering acknowledgments pursuant to which any Person that is entitled to any Transaction Expenses acknowledges the matters set forth on Exhibit A, dated total amount of Transaction Expenses that have been incurred and remain payable to such Person as of the Closing Date Closing, including IRS Forms W-9 or appropriate IRS Forms W-8, as applicable, any other Tax form reasonably requested by Acquirer or the Paying Agent, and addressed to Buyerinvoices; (iv) one or more Written Consents executed by each Consenting Stockholder and such other Company Stockholders as are necessary, when taken together with the General Escrow Agreement Consenting Stockholders, to evidence the obtainment of the Company Stockholder Approval and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentRequisite Stockholder Approval; (v) Offer Letters, effective as of the Employment Documentation, as provided by BuyerClosing, executed by as many of each Named Employee and each Continuing Employee located in the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(aUnited States (each a “U.S. Continuing Employee”); (vi) evidence satisfactory to Buyer Non-Competition Agreements, effective as of (A) the resignation and release of Closing, executed by each of the directors and Named Employees; (vii) Holdback Agreements, executed by each of the Holdback Employees; (viii) evidence reasonably satisfactory to Acquirer of the resignation of each director and officer of the Company in office immediately prior to the Closing as directors and/or officers of the Company and, if requested by Acquirer and to the extent practicable, the resignations of each director and officer of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and officers of each such Subsidiary, effective no later than immediately prior to the Closingas of, and (B) if requested by Buyercontingent upon, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingEffective Time; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viiiix) unless otherwise requested by Buyer Acquirer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company BoardBoard or any applicable committee thereof, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), ) and the Company Option Plan and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on as of the date immediately preceding the Closing Date and contingent upon the Closing; (ixx) a certificate from the Ministry Secretary of Government Services (Ontario)State of the State of Delaware and California, and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days five Business Days prior to the Closing Date Date, certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet Spreadsheet, completed to include all of the information specified in Section 6.8 5.8 in a form reasonably acceptable satisfactory to Buyer Acquirer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such the Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Company Closing Financial Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) FIRPTA documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit G-1, dated as of the Closing Date and executed by the Company, together with written authorization for Acquirer to deliver such notice form to the IRS on behalf of the Company Net Debt Balance after the Closing, and (B) a FIRPTA Certificate, which certificate shall be accompanied in substantially the form attached hereto as Exhibit G-2, dated as of the Closing Date and executed by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company; (xiv) a separation agreement or similar document that contains a release of claims in favor of Acquirer and/or the Company Net and otherwise in a form reasonably satisfactory to Acquirer (a “Separation Agreement”), executed by each of the Identified Employees listed on Schedule D; (xv) unless otherwise requested by Acquirer in writing no less than three Business Days prior to the Closing Date, evidence reasonably satisfactory to Acquirer of the termination of service with the Company of each independent contractor, consultant and/or advisory board member of the Company listed on Schedule E (each, an “Identified Contractor”), to be effective no later than immediately prior to the Closing; (xvi) evidence reasonably satisfactory to Acquirer of (A) the Company’s and the Subsidiaries’ receipt of all consents, waivers and approvals listed on Schedule F and (B) the amendment or termination, as applicable, of each of the Contracts listed on Schedule G, as described therein; (xvii) the Certificate of Merger, executed by the Company; (xviii) payoff letters or similar instruments in form and substance reasonably satisfactory to Acquirer with respect to all Company Debt, which letters or instruments provide for the full payoff and discharge of all Company Debt Balanceoutstanding as of immediately prior to the Effective Time (including any premiums above the principal amount of such Company Debt or any accrued but unpaid interest, fees and other amounts payable in connection therewith) and the termination and release of all instruments providing for or related to the Company Debt, including the related guaranty and promissory notes; (xix) a parachute payment waiver, in substantially the form attached hereto as Exhibit H (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.15; (xx) a Stockholder Agreement executed by holders of at least 90% of all shares of Company Capital Stock outstanding as of immediately prior to the Closing; (xxi) an optionholder agreement, in substantially the form attached hereto as Exhibit I (an “Optionholder Agreement”), executed by (A) holders of Company Options representing at least 80% of all shares subject to Company Options outstanding as of immediately prior to the Closing and (B) representing all unvested Company Options outstanding as of immediately prior to the Closing that include any rights to accelerated vesting held by Continuing Employees; (xxii) an option waiver, in a form reasonably acceptable to both Acquirer and the Company (an “Option Waiver”), issued by the Company to 100% of the Bonus Recipients, and acknowledged by at least 80% of the Bonus Recipients; (xxiii) a bonus agreement, in a form reasonably acceptable to both Acquirer and the Company (a “Bonus Agreement”), executed by at least 80% of the Bonus Recipients; (xxiv) a Promised Option Waiver Agreement, in substantially the form attached hereto as Exhibit J (the “Promised Option Waiver Agreement”), executed by each individual listed on Schedule 1.2 of the Company Disclosure Letter hereto and any other individual that has been promised, but not received, a Company Option (the “Option Promisees”); (xxv) an unqualified audit opinion for the Company’s Fiscal Year 2021; (xxvi) executed confirmatory assignments of Intellectual Property from any of the Company’s or the Subsidiaries’ current and former employees and independent contractors and consultants set forth on Schedule H; (xxvii) executed confirmatory assignments of Intellectual Property developed prior to the formation of the Company from each of [*], [*] and [*]; (xxviii) evidence reasonably satisfactory to Acquirer that the data security compliance seals have been removed from the Company Websites; (xxix) evidence reasonably satisfactory to Acquirer of (A) remediation of all security vulnerabilities identified as “critical”, “very high” or “high” in the Veracode Application Security Reports, dated November 17, 2021 (which included a Static Application Security Testing, Dynamic Application Security Testing, and a Software Composition Analysis) and the Whitesource Report, dated December 2, 2021, which performed a scan of the container images in the Company Product (collectively, the “Security Reports”) and (B) delivery of a remediation plan reasonably satisfactory to Acquirer to remediate all other security vulnerabilities identified in the Security Reports (notwithstanding the foregoing, the Company will not be obligated to remediate under the preceding clause (A), (1) those vulnerabilities in unmodified third-party libraries (other than those libraries provided by CData or DataDirect that are identified in the Static Application Security Testing of the Veracode Application Security Report) and (2) those vulnerabilities in the Whitesource Report that cannot be resolved by upgrading to stable versions of the operating system or its readily available, stable packages (the “Upgrades”)). The Company will include details in the remediation plan referenced in the previous sentence about such vulnerabilities that cannot be remediated with the Upgrades; and (xivxxx) complete and correct copies of all executed stock option grants and agreements relating to the New Company Optionsa Warrant Cancellation Agreement, in substantially the form provided attached hereto as Exhibit K (the “Warrant Cancellation Agreements”), executed by each Company Warrantholder. Receipt by Acquirer of any of the Buyeragreements, instruments, certificates or documents delivered pursuant to this Section 1.2(b) shall not be deemed to be an agreement by Acquirer or Merger Sub that the information or statements contained therein are true, correct or complete, and shall not diminish Acquirer’s or Merger Sub’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a6.3(a) and Sections 7.3(cSection 6.3(e) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of immediately prior to the Closing, (B) bylawsthe bylaws of the Company (the “Bylaws”) in effect as of immediately prior to the Closing, (C) board the resolutions of the Board (I) declaring this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (II) approving this Agreement in accordance with the Share Purchase DGCL and adopting (III) directing that the adoption of this Agreement, Agreement be submitted to the Company Stockholders for consideration and recommending that all of the Company Stockholders adopt this Agreement and approve the Merger and (D) other matters in Buyer’s reasonable discretionreasonably requested by Acquirer; (iii) a written opinion from Company Counselacknowledgments pursuant to which any Person that is entitled to any Transaction Expenses acknowledges (A) the total amount of Transaction Expenses that has been incurred and remains payable to such Person and (B) that, covering upon payment of such remaining payable amount at the matters set forth on Exhibit AClosing, dated as it shall be paid in full and shall not be owed any other amount by any of Acquirer, the Closing Date and addressed to BuyerCompany, its Affiliates and/or the Surviving Corporation; (iv) one or more Written Consents executed by each Consenting Stockholder and such other Company Stockholders as are necessary, when taken together with the General Escrow Agreement Consenting Stockholders, to evidence the obtainment of the Company Stockholder Approval and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentRequisite Stockholder Approval; (v) the Employment Documentation, as provided by BuyerStockholder Agreement, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)each Consenting Stockholder; (vi) Offer Letters, effective as of the Closing, executed by each Named Employee and Continuing Employee; (vii) Non-Competition Agreements, effective as of the Closing, executed by each Named Employee who is a Company Stockholder; (viii) Holdback Agreements, effective as of the Closing, executed by each Named Employee who is a Company Stockholder; (ix) evidence reasonably satisfactory to Buyer Acquirer of (A) the resignation and release of each of the directors director and each of the officers officer of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, officers of the Company and of each such SubsidiaryCompany, effective no later than immediately prior to the Closingas of, and (B) if requested by Buyercontingent upon, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingEffective Time; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viiix) unless otherwise requested by Buyer Acquirer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company BoardBoard or any applicable committee thereof, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), ) and (B) an amendment to the 401(k) Company Option Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on as of the date immediately preceding the Closing Date and contingent upon the Closing; (ixxi) a certificate from the Ministry Secretary of Government Services (Ontario)State of the States of Delaware, and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days five Business Days prior to the Closing Date Date, certifying that the Company or such Subsidiary is in good standingstanding and that all applicable Taxes and fees of the Company have been paid; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xixii) the Spreadsheet completed to include all of the information specified in Section 6.8 5.8 in a the form reasonably acceptable to Buyer attached hereto as Exhibit E and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such the Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Closing Financial Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and; (xiv) complete FIRPTA documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit F-1, dated as of the Closing Date and correct copies executed by the Company, together with written authorization for Acquirer to deliver such notice form to the IRS on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit F-2, dated as of the Closing Date and executed by the Company; (xv) a separation agreement or similar document in a form reasonably satisfactory to Acquirer (a “Separation Agreement”) executed by each of the Designated Employees that the Company has elected to offer severance pay or benefits; (xvi) the Certificate of Merger, executed by the Company; (xvii) payoff letters or similar instruments in form and substance reasonably satisfactory to Acquirer with respect to the Company’s Loan and Security Agreement with City National Bank and all loans and other obligations thereunder, and all other Company Debt, which letters provide for the release of all executed stock option grants and agreements Encumbrances relating to the New Company OptionsDebt following satisfaction of the terms contained in such payoff letters (including any premiums above the principal amount of such Company Debt or any fees payable in connection with such Company Debt); (xviii) a parachute payment waiver, in substantially the form provided attached hereto as Exhibit G (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.15; (xix) evidence reasonably satisfactory to Acquirer of the Buyerexercise of the Company Warrants prior to or as of the Closing. Receipt by Acquirer of any of the agreements, instruments, certificates or documents delivered pursuant to this Section 1.2(b) shall not be deemed to be an agreement by Acquirer or Merger Sub that the information or statements contained therein are true, correct or complete, and shall not diminish Acquirer’s or Merger Sub’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete.

Company Deliveries. The Company shall deliver to Buyer at (a) At or prior to the Closing, each of the followingCompany shall deliver to Parent: (i) a certificate of an officer of the Company certifying that (A) attached thereto are true and complete copies of (1) all resolutions adopted by the Company’s board of managers authorizing the execution, delivery and performance of this Agreement and the consummation of the Acquisition, and (2) resolutions of the Company’s members approving the Merger and adopting this Agreement, and (B) all such resolutions are in full force and effect as of the Closing Date and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ii) all approvals, consents and waivers that are listed in Section 3.5 of the Disclosure Schedules; (iii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive OfficerDate, certifying to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company is not a foreign person (such certificate in the form required by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to BuyerTreasury Regulation Section 1.1445-2(b)(2)(iv)(B)); (iv) a certified copy of the General Escrow Agreement and the Separate Escrow Company Operation Agreement, each dated as and all minute books, ownership ledgers, company seals and other company records relating to the organization, ownership and maintenance of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentCompany; (v) a good standing certificate (or its equivalent) for the Employment Documentation, as provided by Buyer, executed by as many Company from the secretary of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)state of Illinois; (vi) evidence satisfactory to Buyer written resignations of (A) the resignation and release of each of the all directors and each of the officers of the Company and Company, which resignations shall include a release confirming that the person resigning has no claims against the Company, including for compensation for termination of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closingoffice; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior evidence reasonably satisfactory to the Closing Date, (A) a true, correct and complete copy Parent of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISAXxxxxxx Solutions, including the Company’s LLC 401(k) P/S Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements effective as of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date day immediately preceding the Closing Date Date; (viii) all of the financial and contingent upon accounting records, documents, files, memoranda and other material papers relating to the Closing;Company (other than those records which Members are required to keep by Law) including, as appropriate, all check books and credit cards of the Company and a letter to each bank of the Company, signed by duly authorized signatories, cancelling the existing mandates of the Company and authorizing such bank to deal with such authorized representatives as Parent nominates in relation to the terms of any replacement mandates therefor; and (ix) a certificate from such other documents or instruments as Parent reasonably requests to consummate the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerAcquisition.

Company Deliveries. The Company shall deliver to Buyer at or prior to At the Closing, the Company will deliver each of the following: (i) a certificatethe Certificate of Merger, dated as of duly executed by the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfiedCompany; (ii) a certificate, dated as resignations of the Closing Date and executed on behalf directors of the Company and the Company Subsidiaries (other than any directors identified by its Secretary, certifying Parent in writing and any directors required to stay in place pursuant to the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionSecuritization Documents); (iii) a written opinion certificate of good standing of the Company from Company Counsel, covering the matters set forth on Exhibit A, Texas dated as within five Business Days of the Closing Date and addressed to BuyerDate; (iv) certified copies of the General Escrow resolutions duly adopted by the Company’s board of directors and shareholders authorizing its execution, delivery and performance of this Agreement and the Separate Escrow Agreement, each dated as of other agreements contemplated hereby to which the Closing Date and executed by the Closing Company Shareholders is a party and the Shareholders’ Agentconsummation of all transactions contemplated hereby and thereby; (v) a certification from the Employment Documentation, as provided Company in the form and substance prescribed by Buyer, executed by as many Treasury Regulations Section 1.897-2(h) to the effect that the Company is not (and was not at any time during the period specified in Section 897(c)(1)(A)(ii) of the individuals set forth in Schedule 7.3(fCode) as is possible, consistent with a “United States real property holding corporation” within the meaning of Section 6.10(a)897(c)(2) of the Code; (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingEstimate Statement; (vii) the Consulting Escrow Agreement duly executed by the Designated Contractorparties thereto other than Parent; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Datestock books, (A) a true, correct stock ledgers and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all minute books of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements each of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the ClosingCompany Subsidiaries; (ix) a certificate from all the Ministry books and records of Government Services (Ontario), the Company and each other state, province or other jurisdiction in which of the Company Subsidiaries in the possession or any Subsidiary is qualified to do business control of the Shareholder Representative, except as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standingotherwise required by applicable Law; (x) evidence satisfactory to Buyer of (an Option Surrender Agreement, Release and Waiver, in the form attached hereto as Exhibit A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated duly executed by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contractXxxxxxx Xxxxxx; (xi) an Option Surrender Agreement, Release and Waiver, in the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate attached hereto as Exhibit B, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct Company and completeXxxxxxx Xxxxxxx; (xii) a Warrant Surrender Agreement, Release and Waiver, in the Transaction Expenses Certificateform of attached hereto as Exhibit C, which certificate shall be accompanied duly executed by such supporting documentation, information the Company and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction ExpensesThe Northwestern Mutual Life Insurance Company; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied Termination Agreement duly executed by such supporting documentation, information all the parties to the Shareholders Agreement and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt BalanceRegistration Agreement; (xiv) the Indemnity Policy duly executed by the parties thereto; and (xivxv) complete and correct copies that Non-Solicitation Side Letter, attached hereto as Exhibit D, executed by ABRY Partners, LLC in favor of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerParent.

Company Deliveries. The Company shall deliver to Buyer Acquiror, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and Date, executed on behalf of the Company by its Chief Executive Officera duly authorized officer of the Company, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(aclauses (a) and Sections 7.3(c(d) through 7.3(i) inclusive of Section 6.3 has been satisfiedsatisfied (the “Company Closing Conditions Certificate”); (ii) a certificate, dated as of the Closing Date and Date, executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe Organizational Documents, (B) bylawsthe resolutions of the Company Board approving the Merger and adopting this Agreement and the Certificate of Merger, and (C) board resolutions approving the Share Purchase and adopting this AgreementCompany Stockholder Approval, and that all such resolutions are in full force and effect and are the resolutions adopted in connection with the transactions contemplated hereby (D) other matters in Buyerthe “Company Secretary’s reasonable discretionCertificate”); (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Paying Agent Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the ShareholdersCompany Holders’ Agent; (viv) the Employment Documentation, as provided by Buyeran Offer Letter and Employee Confidentiality Agreement with Acquiror or its Affiliates, executed by as many the Requisite Continuing Employees; (v) a Non-Competition Agreement with Acquiror or its Affiliates, executed by each of the individuals set forth in on Schedule 7.3(f) as is possible, consistent with Section 6.10(a)6.3(g)-1 to the Disclosure Letter; (vi) evidence satisfactory to Buyer Acquiror of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such SubsidiaryClosing, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingEffective Time; (vii) true, correct, and complete copies of all election statements under Section 83(b) of the Consulting Agreement duly executed Code that are in the Company’s possession with respect to any unvested securities or other property issued by the Designated ContractorCompany or any ERISA Affiliate to any of their respective employees, non-employee directors, consultants and other service providers, in each case, to which Section 83(b) of the Code would be applicable; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry Secretary of Government Services (Ontario), State of the State of Delaware and from an appropriate officer or official of each other state, province state or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days five (5) Business Days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing (to the extent that the laws of such jurisdictions contemplate the issuance of a certificate of such good standing); (ix) the Consideration Spreadsheet completed to include all of the information specified in Section 5.10 and a certificate executed by a duly authorized officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such Consideration Spreadsheet is true, correct, and complete (the “Consideration Spreadsheet Certificate”); (x) a certificate executed on behalf of the Company by a duly authorized officer of the Company, dated as of the Closing Date, certifying the following amounts as of the close of business on the day immediately prior to the Closing Date and that such certificate includes all of the Transaction Expenses paid or payable at or following the Closing Date (the “Closing Certificate”): (A) the total amount of Company Cash along with the Company’s good faith calculation of such amount in reasonable detail; (B) the amount of Transaction Expenses not paid (including an itemized list of each such Transaction Expense with a description of the nature of such expense and the Person to whom such expense is owed); (C) an itemized list of all Company Debt, including principal, interest and premiums, as applicable, with respect to, each item of Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed, as applicable, and an aggregate total of such Company Debt; and (D) the total amount of Net Working Capital set forth in the Preliminary Net Working Capital Calculation. (xi) executed UCC-2 or UCC-3 termination statements executed by each Person holding a security interest in any assets of the Company as of the Closing Date (if any) pursuant to Section 5.17; (xii) a certification, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, and accordingly, interests in the Company are not United States real property interests, dated as of the Closing Date and in form and substance as required under Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3), and a properly completed and duly executed notice to the Internal Revenue Service that corresponds to such certificate pursuant to Treasury Regulations Section 1.897-2(h)(2) (the “FIRPTA Certificate”); (xiii) the Sellers’ Agreement duly executed by the holders holding at least 92% of the issued and outstanding shares of Company Capital Stock, which such Sellers’ Agreement shall be in full force and effect; (xiv) an Option Cancellation Agreement from the holders of Company Options vested and exercisable for at least 92% of the total number of shares of Company Common Stock vested and exercisable under all issued and outstanding Company Options, which such Option Cancellation Agreements shall be in full force and effect; (xv) a Note Cancellation Agreement from each holder of a Company Note, which such Note Cancellation Agreements shall be in full force and effect; (xvi) evidence satisfactory to Buyer Acquiror of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase Merger or any other transaction contemplated by this Agreement under the contracts Contracts listed or described in on Schedule 1.5(b)(x)-1 hereto1.4(b)(xvi)-1 to the Disclosure Letter, (B) the termination of each of the contracts Contracts of the Company listed or described in on Schedule 1.5(b)(x)-2 hereto1.4(b)(xvi)-2 to the Disclosure Letter, and (C) the amendment of each of the contracts Contracts of the Company listed or described in on Schedule 1.5(b)(x)-3 hereto 1.4(b)(xvi)-3 to the Disclosure Letter in the manner described on such Schedule with respect to each such contractContract, and (D) the termination or waiver of any rights of first refusal, rights to any liquidation preference or redemption rights of any Company Holder, effective as of and contingent upon the Closing; (xixvii) the Spreadsheet completed to include all of the information specified payoff letters in Section 6.8 in a form and substance reasonably acceptable to Buyer and a certificate executed by Acquiror from each Person holding any Company Debt (other than Company Debt listed on Schedule 2.9(f) to the Chief Executive Officer of Disclosure Letter) immediately prior to the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt BalanceClosing; and (xivxviii) complete a Plan Award Agreement from each Plan Participant, which such Plan Award Agreements shall be in full force and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the Buyereffect.

Company Deliveries. The Company shall deliver to Buyer Acquiror, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a6.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfied; (ii) a certificatethe Spreadsheet and certificates executed by (i) the Chief Executive Officer of the Company, dated as of the Closing Date and executed on behalf of the Company by its SecretaryDate, certifying the Company’s (A) articlesthat such Spreadsheet is true, (B) bylaws, (C) board resolutions approving the Share Purchase correct and adopting this Agreementcomplete, and (Dii) other matters in Buyer’s reasonable discretionan authorized signatory of the transfer agent of the Company, dated as of the Business Day immediately preceding the Closing Date, certifying as to the number of shares of Company Common Stock outstanding; (iii) an offer letter, a written opinion from Proprietary Information and Inventions Agreement and an Arbitration Agreement in substantially the forms attached hereto as Exhibit C, and a Benefits/Acceleration Waiver in the form attached hereto as Exhibit D, executed by no fewer than the percentages of Company Counsel, covering the matters set forth on Exhibit A, dated as employees specified in Schedule 6.3(f)-2 to whom Acquiror makes an offer of the Closing Date and addressed to Buyeremployment; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer Acquiror in writing no less than three Business Days prior to the Closing Datewriting, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA(as such term is defined in Section 2.13(a)), including the Company’s 401(k) Plan (the “401(k) Plan”), requested by Acquiror to be terminated, and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination; (v) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with such amendment and termination to be effective on the date immediately preceding requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit E, dated as of the Closing Date and contingent upon executed by the ClosingCompany, together with written authorization for Acquiror to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Effective Time, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit F, dated as of the Closing Date and executed by the Company; (ixvi) a certificate from the Ministry Secretary of Government Services (Ontario), State of the State of Delaware and each other state, province or other jurisdiction State in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts standing and that all applicable Taxes and fees of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, such Subsidiary through and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of including the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerDate have been paid.

Company Deliveries. The Company shall deliver to Buyer Acquiror, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and Date, executed on behalf of the Company by its Chief Executive Officera duly authorized officer of the Company, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(aclauses (a) and Sections 7.3(c(d) through 7.3(i) inclusive of Section 6.3 has been satisfiedsatisfied (the “Company Closing Certificate”); (ii) a certificate, dated as of the Closing Date and Date, executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe Organizational Documents, (B) bylawsthe resolutions of the Company Board approving the Merger and adopting this Agreement and the Certificate of Merger, and (C) board resolutions approving the Share Purchase and adopting this AgreementCompany Stockholder Approval, and that all such resolutions are in full force and effect and are the resolutions adopted in connection with the transactions contemplated hereby (D) other matters in Buyerthe “Company Secretary’s reasonable discretionCertificate”); (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Paying Agent Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the ShareholdersCompany Holders’ Agent; (viv) the Employment Documentation, as provided by Buyeran Offer Letter and Employee Confidentiality Agreement with Acquiror or its Affiliates, executed by as many each of the individuals set forth in on Schedule 7.3(f6.3(f) as is possibleto the Disclosure Letter; (v) a Non-Competition Agreement with Acquiror or its Affiliates, consistent with Section 6.10(a)executed by each of the individuals set forth on Schedule 6.3(g)-1 to the Disclosure Letter; (vi) evidence reasonably satisfactory to Buyer Acquiror of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Company Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such SubsidiaryClosing, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingEffective Time; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry Secretary of Government Services (Ontario), State of the State of Delaware and from an appropriate officer or official of each other state, province state or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days (3) Business Days prior to the Closing Date certifying that the Company is in good standing (to the extent that the laws of such jurisdictions contemplate the issuance of a certificate of such good standing); (viii) a certificate from an appropriate officer or official of each state or other jurisdiction in which a Company Subsidiary is organized and in which such Company Subsidiary is qualified to do business as a foreign corporation dated within three (3) Business Days prior to the Closing Date certifying that such Company Subsidiary is in good standing (to the extent that the laws of such jurisdiction contemplate the issuance of a certificate or other evidence of good standing); (ix) the Consideration Spreadsheet completed to include all of the information specified in Section 5.9 and a certificate executed by a duly authorized officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such Consideration Spreadsheet is true, correct, and complete; (x) a certificate executed on behalf of the Company by a duly authorized officer of the Company, dated as of the Closing Date, certifying the following amounts as of the close of business on the day immediately prior to the Closing Date and that such certificate includes all of the Transaction Expenses paid or payable at or following the Closing Date (the “Closing Statement”): (A) the total amount of Company Cash along with the Company’s good faith calculation of such amount in reasonable detail; (B) the amount of Transaction Expenses not paid (including an itemized list of each such Transaction Expense with a description of the nature of such expense and the Person to whom such expense is owed); (C) an itemized list of all obligations, including principal, interest and premiums, as applicable, with respect to, each item of Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed, as applicable, and an aggregate total of such Company Debt; and (D) the total amount of Net Working Capital along with the Company’s good faith calculation of such amount in reasonable detail. (xi) executed UCC-2 or UCC-3 termination statements executed by each Person holding a security interest in any assets of the Company as of the Closing Date pursuant to Section 5.18; (xii) a certification, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, and accordingly, interests in the Company are not United States real property interests, dated as of the Closing Date and in form and substance as required under Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3), and a properly completed and duly executed notice to the Internal Revenue Service that corresponds to such certificate pursuant to Treasury Regulations Section 1.897-2(h)(2); (xiii) the Sellers’ Agreement duly executed by the holders of at least ninety-eight percent (98%) of the issued and outstanding shares of Company Capital Stock, which such Sellers’ Agreement shall be in full force and effect; (xiv) an Option Cancellation Agreement from the holders of outstanding Company Options representing at least ninety-three percent (93%) of the shares of Company Common Stock underlying the outstanding Company Options, which such Option Cancellation Agreement shall be in full force and effect; (xv) a Note Cancellation Agreement from each holder of a Company Note, which such Note Cancellation Agreement shall be in full force and effect; (xvi) evidence reasonably satisfactory to Buyer Acquiror of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase Merger or any other transaction contemplated by this Agreement under the contracts Contracts listed or described in on Schedule 1.5(b)(x)-1 hereto1.4(b)(xvi)-1 to the Disclosure Letter, (B) the termination of each of the contracts Contracts of the Company listed or described in on Schedule 1.5(b)(x)-2 hereto1.4(b)(xvi)-2 to the Disclosure Letter, and (C) the amendment of each of the contracts Contracts of the Company listed or described in on Schedule 1.5(b)(x)-3 hereto 1.4(b)(xvi)-3 to the Disclosure Letter in the manner described on such Schedule with respect to each such contract; Contract, and (xiD) the Spreadsheet completed termination or waiver of any rights of first refusal, rights to include all any liquidation preference or redemption rights of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Companyany Company Holder, dated effective as of and contingent upon the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt BalanceClosing; and (xivxvii) complete payoff letters in form and correct copies of all executed stock option grants and agreements relating substance reasonably acceptable to Acquiror from each Person holding any Company Debt immediately prior to the New Company Options, in the form provided by the BuyerClosing.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(cSection 7.3(d) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe certificate of incorporation of the Company (the “Certificate of Incorporation”) and of the Operating Subsidiary in effect as of the Closing, (B) bylaws, the bylaws of the Company (the “Bylaws”) and of the Operating Subsidiary in effect as of the Closing and (C) board the resolutions of the Board (I) declaring this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein, advisable, (II) approving this Agreement in accordance with Applicable Law, (III) directing that the Share Purchase adoption of this Agreement be submitted to the Company Stockholders for consideration and adopting recommending that all of the Company Stockholders adopt this Agreement, Agreement and (DIV) other matters in Buyer’s reasonable discretionterminating the Company Option Plan, effective as of the Closing; (iii) a written opinion from Company Counsel, covering invoices or acknowledgments pursuant to which the matters Persons to whom Transaction Expenses as owed as set forth on Exhibit A, dated in the Company Closing Financial Certificate acknowledges the total amount of Transaction Expenses that remains payable to such Person as of the Closing Date and addressed to BuyerClosing; (iv) one or more Written Consents executed by each Consenting Stockholder and such other Company Stockholders as are necessary, when taken together with the General Escrow Agreement and Consenting Stockholders, to evidence the Separate Escrow Agreement, each dated as obtainment of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentStockholder Approval; (v) the Employment Documentation, as provided by BuyerConsenting Stockholder Agreement, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)each Company Stockholder that has executed a Written Consent; (vi) evidence reasonably satisfactory to Buyer Acquirer of (A) the resignation and release of each of the directors director and each of the officers officer of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, officers of the Company and of each such SubsidiaryCompany, effective no later than immediately prior to the Closingas of, and (B) if requested by Buyercontingent upon, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingEffective Time; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company BoardBoard or any applicable committee thereof, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Option Plan and each Company Employee Plans Plan that are “employee benefit plans” subject to ERISA, including the Company’s includes a Section 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closingarrangement; (ixviii) a certificate from the Ministry Secretary of Government Services (Ontario), State of the States of Delaware and each other state, province state or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation corporation, dated within three days Business Days prior to the Closing Date Date, certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (Aix) the novation or consent to assignment of any Person whose novation or consent to assignmentSpreadsheet, as substantially in the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described form set forth in Schedule 1.5(b)(x)-1 hereto2.2(b)(ix), (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 6.8; (x) the Company Closing Financial Certificate; (xi) the Company Bonus Certificate; (xii) FIRPTA documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit G-1, and (B) a FIRPTA Notification Letter, in substantially the form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Companyattached hereto as Exhibit G-2, in each case, dated as of the Closing Date, certifying that such Spreadsheet is true, correct Date and complete; (xii) executed by the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction ExpensesCompany; (xiii) the Certificate of Merger, executed by the Company; (xiv) payoff letters or similar instruments in form and substance reasonably satisfactory to Acquirer with respect to all Company Net Debt Balance set forth in the Company Closing Financial Certificate, which certificate letters or instruments provide for (A) the full payoff and discharge of such Company Debt outstanding as of immediately prior to the Effective Time and the termination of all instruments providing for such Company Debt, including any related guaranty of the Company or any Subsidiary and promissory notes, and (B) cash collateralization of any letters of credit, in each case together with any deliverables required under subclause (xv) with respect to Encumbrances related to such Company Debt; (xv) evidence reasonably satisfactory to Acquirer that all Encumbrances (other than Permitted Encumbrances) on assets of the Company and the Subsidiaries securing the Company Debt shall have been released prior to, or shall be accompanied released simultaneously with, the Closing, including documentation in form and substance reasonably satisfactory to Acquirer executed by such supporting documentationeach Person holding a security interest, information and calculations as are reasonably necessary for Buyer to verify and determine which is not a Permitted Encumbrance, in any asset of the Company Net or any Subsidiary securing the Company Debt Balanceof the Closing Date terminating any and all such security interests and authorizing Acquirer to file or record on behalf of such Person a UCC-3 termination statement or other instruments of release or discharge; (xvi) a parachute payment waiver, in substantially the form attached hereto as Exhibit H (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 6.15; (xvii) the unaudited, consolidated financial statements of the Company and the Subsidiaries for the fiscal years ended December 31, 2013, 2014 and 2015 and the unaudited, consolidated financial statements of the Company and the Subsidiaries for the nine-month period ended September 30, 2016 (including, in each case, balance sheets, statements of operations and statements of cash flows) (the “Group Financial Statements”); and (xivxviii) complete and correct copies of all executed stock option grants and agreements relating to the New Company Optionssubordination agreements, in the form provided attached hereto as Exhibit I (“Subordination Agreements”) executed by the Buyereach Converting Holder that is receiving an Acquirer Promissory Note.

Company Deliveries. The Company shall deliver to Buyer Acquiror, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officera duly authorized officer of the Company, to the effect that each of the conditions set forth in Section 6.10(b7.3(a), 7.3(aSection 7.3(b) and Sections Section 7.3(c) through 7.3(i) inclusive has have been satisfiedsatisfied (the “Bring-Down Certificate”); (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthat attached thereto are true and complete copies of the Certificate of Incorporation and bylaws of the Company, each as amended through the Agreement Date (collectively, the “Charter Documents”), (B) bylawsthat attached thereto are true and complete copies of the validly adopted resolutions of the Company Board approving and authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, and such resolutions are in full force and effect without modification thereto, (C) board that attached thereto are true and complete copies of the validly adopted resolutions of the Company Stockholders, constituting the Requisite Stockholder Vote, approving the Share Purchase Merger and adopting this Agreement, and such resolutions are in full force and effect without modification thereto; (D) that the Charter Documents are in full force and effect, and (E) the names and signatures of the officers of the Company authorized to sign this Agreement and any other matters in Buyer’s reasonable discretionagreements contemplated hereby to which the Company is party; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Securityholders’ Representative; (iv) the Certificate of Merger, in substantially the form attached hereto as Exhibit F, dated as of the Closing Company Shareholders Date and executed by the Shareholders’ AgentCompany’s officer; (v) a statement of resignation substantially in the Employment Documentationform attached hereby as Exhibit G, and a general release substantially in the form attached as provided by Buyer, Exhibit H executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such SubsidiaryCompany, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingEffective Time; (viivi) the Consulting Agreement duly executed by the Designated Contractor; a certificate dated within ten (viii10) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by Date from the Secretary of State of the State of Delaware certifying that the Company is in good standing under the laws of the State of Delaware; (vii) a certificate dated within ten (10) Business Days of the Closing Date from the appropriate officials of each jurisdiction where the Company qualified to do business, certifying that the Company, authorizing is in good standing under the termination laws of each or all such jurisdiction; (viii) any notices, consents, assignment, waivers, approvals and certificates that are required for the consummation of the Company Employee Plans transactions by this Agreement or any Ancillary Agreement by third parties that are “employee benefit plans” subject to ERISA, including the Company’s 401(kset forth on Schedule 1.4(b)(viii) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closinghereto; (ix) a certificate from Restrictive Covenants Agreement signed by each party listed on Schedule 1.4(b)(ix) hereto, substantially in the Ministry of Government Services form attached hereto as Exhibit I (Ontariothe “Restrictive Covenants Agreements”), which such Restrictive Covenants Agreements shall be in full force and each other state, province or other jurisdiction in which effect as of the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standingClosing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 2.5; (xi) the Closing Expenses Certificate; (xii) to Acquirer an amount of money equal to (i) the Transaction Expenses reported in a form the Closing Expenses Certificate exceeding $100,000.00, and (ii) the Indebtedness Pay-Off, together with instructions to whom such sum is owing and the manner of making payment; (xiii) the Company Indebtedness Certificate; (xiv) the Payoff Documents and any necessary UCC authorizations or other releases as may be reasonably acceptable required to Buyer evidence the satisfaction of the Indebtedness and a certificate executed by the Chief Executive Officer release, upon receipt of the amounts indicated in the payoff letters, of all Encumbrances in connection with the Indebtedness set forth on the Company Indebtedness Certificate; (xv) [RESERVED]; (xvi) the minute books and equity security transfer records of the Company; (xvii) an Investor Questionnaire, in form and substance mutually acceptable to Acquiror and the Company, executed by each recipient of the Acquiror Common Stock; (xviii) the Lock-Up Agreement, executed by each recipient of the Acquiror Common Stock, Acquiror, and the Company; (xix) an agreement in form reasonably satisfactory to Acquiror terminating all outstanding Company Options (the “Option Termination Agreement”) signed by each of the Company Optionholders; (xx) a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of the Company certifying that the Company has terminated all of the Company Employee Plans and that no Employee or former Employee of the Company has any rights under such Spreadsheet is trueCompany Employee Plans and that any liabilities of the Company under such Company Employee Plans (including any such liabilities relating to services performed prior to the Closing) are fully extinguished at no cost to the Company, correct and completethe Surviving Corporation or Acquiror; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiiixxi) the Company Net Debt Balance Certificate, which certificate shall deliver all other documents required to be accompanied entered into by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating pursuant hereto or reasonably requested by Acquiror to consummate the New Company Options, in Merger or the form provided by the Buyerother transactions contemplated hereby.

Company Deliveries. The At the Closing, the Company shall deliver to Buyer at or prior Purchaser (in addition to the Closing, each of the following:items required to be delivered pursuant to Section 6): (i) a certificate, dated as A certificate of the Closing Date and executed on behalf Secretary of the Company certifying that attached thereto are (A) true and complete copies of the Organizational Documents of the Company (in the case of the Company Charter, certified by its the Secretary of State of the State of Delaware as of a date not more than 10 days before the Closing Date), (B) certificate of good standing as of a date within three business days prior to Closing from the Secretary of State in each state where the Company is incorporated, organized or qualified to do business, (C) true and complete copies of resolutions of the board of directors of the Company unanimously approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements and certifying that such resolutions were duly adopted, have not been amended or rescinded and are in full force and effect, and (D) resolutions of the requisite majority of the Stockholders of the Company, pursuant to Law and the Organizational Documents, representing 90% of the outstanding shares of Capital Stock approving the Transaction Agreements and the transactions contemplated thereunder (the “Written Consent”), and certifying that such resolutions were duly adopted, have not been amended or rescinded, and are in full force and effect. (ii) A certificate of the Chief Executive Officer, to Officer of the effect Company certifying that each of the conditions set forth in Section 6.10(b6.2(a), 7.3(a6.2(b) and Sections 7.3(c6.2(c) through 7.3(i) inclusive has have been satisfied; (ii) a certificate, dated satisfied as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion;Closing. (iii) Evidence of the consent or approval of each Person that is a written opinion from Company Counsel, covering party to a Contract (including evidence of the matters payment or any required payment) and whose consent or approval is required to be set forth on Exhibit ASchedule 2.8(b)(z), dated as of the Closing Date and addressed such consent or approval will be in form and substance reasonably satisfactory to Buyer;Purchaser. (iv) A copy of Purchaser’s form offer letter and employer proprietary invention assignment agreement (the General Escrow Agreement “Employment Documents”) duly executed and the Separate Escrow Agreement, each dated as of the Closing Date and executed delivered by the Closing Company Shareholders and the Shareholders’ Agent;individuals set forth on Schedule 1.13(a)(iv). (v) the Employment Documentation, as provided by Buyer, executed by as many A copy of the individuals non-competition agreement, in the form attached hereto as Exhibit E-1 (the “Non-Competition Agreement”), duly executed and delivered by the Company and each of the Persons set forth in on Schedule 7.3(f) as is possible, consistent with Section 6.10(a1.13(a)(v);. (vi) evidence satisfactory to Buyer of (A) the resignation and release of each A copy of the directors non-solicitation agreement, in the form attached hereto as Exhibit E-2 (the “Non-Solicitation Agreement”), duly executed and delivered by the Company and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing;Persons set forth on Schedule 1.13(a)(vi). (vii) A certificate conforming with the Consulting requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) and in form and substance reasonably satisfactory to Purchaser, certifying that shares of Capital Stock of the Company do not constitute “United States real property interests” under Section 897(c) of the Code. (viii) A copy of the escrow agreement (the “Escrow Agreement”) in substantially the form of Exhibit C hereto, duly executed by Agent. (ix) Option Termination Agreements duly executed by holders of a majority of the shares of Common Stock subject to outstanding Options, including those holders set forth on Schedule 1.13(a)(ix). (x) A Support and Release Agreement (“Support and Release Agreement”) in substantially the form of Exhibit F hereto, duly executed by each Equityholder who executes the Written Consent. (xi) Evidence of the termination of the agreements set forth on Schedule 1.13(a)(xi). (xii) Promised Company Award Cancellation and Release Agreements (each an “Option Release Agreement” and collectively the “Option Release Agreements”) in substantially the form of Exhibit I hereto, duly executed by the Designated Contractor; Persons set forth on Schedule 2.14(f) holding at least seventy-five percent (viii75%) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the Buyeraggregate promised options indicated thereon.

Company Deliveries. The At the Closing, unless otherwise designated, the Company shall deliver or cause to Buyer at or prior be delivered to the Closing, each of Purchaser the following: (i) copies of a certificategood standing certificate of the Company issued by the Secretary of State of Delaware, as of a date within 10 days preceding the Closing Date; (ii) a copy of the Certificate of Incorporation of the Company, as amended to date, as certified by the Secretary of State of the State of Delaware within 60 days preceding the Closing Date, which reflects the Certificate of Designations as part thereof or attachment thereto; (iii) certificates for the Series A Preferred Shares such Purchaser is purchasing hereunder (in each case, in such denominations as the Purchaser reasonably requests) in the name of the Purchaser as set forth in column (1) of the Schedule of Purchasers; (iv) resolutions adopted by the Board of Directors approving this Agreement, the other Transaction Documents, the issuance of the Series A Preferred Shares, and the transactions contemplated by this Agreement; (v) a certificate of the Secretary or other duly authorized officer of the Company dated as of the Closing Date (A) certifying the resolutions adopted by the Board of Directors approving this Agreement, the other Transaction Documents, the issuance of the Series A Preferred Shares, and executed the transactions contemplated by this Agreement; (B) certifying the current versions of the Certificate of Incorporation, as amended, and Bylaws of the Company; and (c) certifying as to the signatures and authority of persons signing this Agreement and the other Transaction Documents on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfiedCompany; (iivi) a certificate, certificate of the Company’s Chief Executive Officer dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (Afulfillment of the conditions to closing specified in Sections 4.1(a) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(ab); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by signed Transfer Agent Instructions in the Designated Contractorform attached hereto as Exhibit B; (viii) unless otherwise requested reimbursement to Purchasers or their counsel, at Purchasers’ option, of the out of pocket expenses of Purchasers (including legal fees) incurred in connection with the transactions contemplated by Buyer in writing no less than three Business Days prior this Agreement pursuant to Section 7.2; and (ix) each of the Closing Dateother Transaction Documents, (A) a trueif any, correct and complete copy of resolutions adopted by to which the Company Boardis a party, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, duly executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the Buyer.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officeran officer of the Company, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a6.3(a) and Sections 7.3(cSection 6.3(e) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretaryan officer of the Company, certifying the Company’s (A) articlesthe operating agreement of the Company (the “Operating Agreement”) in effect as of the Closing, (B) bylawsthe resolutions of the Voting Members (I) declaring this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Members and (II) approving this Agreement in accordance with the NLLCA and the Operating Agreement and (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionreasonably requested by Acquirer; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer Acquirer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company BoardVoting Members, certified by the Secretary an officer of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ixiv) a certificate from the Ministry Secretary of Government Services (Ontario), State of Florida and each other state, province state or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation entity, dated within three days Business Days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet the Company is in good standing and that all applicable Taxes and fees of the Company that are due and payable through and including the Closing Date have been paid; (v) the Company Closing Financial Certificate; (vi) the Certificate of Merger, executed by the Company; (vii) consents executed by the Warrantholders agreeing to the assumption of the obligations of the Warrants by the Acquirer. Receipt by Acquirer of any of the agreements, instruments, certificates or documents delivered pursuant to this Section 1.2(b) shall not be deemed to be an agreement by Acquirer or Merger Sub that the information or statements contained therein are true, correct or complete, and shall not diminish Acquirer’s or Merger Sub’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the Buyer.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b6.3(a), 7.3(a(d), (e) and Sections 7.3(c(f) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) bylawsthe bylaws of the Company (the “Bylaws”) in effect as of the Closing, and (C) board the resolutions of the Board (I) declaring this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (II) approving this Agreement in accordance with the Share Purchase and adopting this Agreement, DGCL and (DIII) other matters in Buyer’s reasonable discretiondirecting that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommending that all of the Company Stockholders adopt this Agreement and approve the principal terms of the Merger; (iii) a written opinion from Company Counsel, covering acknowledgments pursuant to which any Person that is entitled to any Transaction Expenses acknowledges (A) the matters set forth on Exhibit A, dated total amount of Transaction Expenses that (I) has been incurred and paid to such Person (and/or the formula by which any additional Transaction Expenses that have not been quantified as of the Closing Date will be calculated) prior to the Closing and addressed (II) has been incurred and remains payable to Buyersuch Person and (B) that, upon payment of such remaining payable amount at the Closing (or when otherwise due), it shall be paid in full and shall not be owed any other amount by any of Acquirer, the Company, its Affiliates and/or the Surviving Corporation; (iv) one or more Written Consents executed by each Consenting Stockholder and such other Company Stockholders as are necessary, when taken together with the General Escrow Agreement Consenting Stockholders, to evidence the obtainment of the Company Stockholder Approval and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentRequisite Stockholder Approval; (v) the Employment Documentation, as provided by BuyerStockholder Agreement, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)each Consenting Stockholder and joined by each other Company Stockholder that has executed a Written Consent; (vi) Offer Letters, PIIAs, and Non-Competition Agreements, effective as of the Closing, executed by each Named Employee and Offer Letters and PIIAs, effective as of the Closing, executed by each Continuing Employee; (vii) Equity Agreements, effective as of the Closing, executed by each Named Employee and the Company; (viii) evidence reasonably satisfactory to Buyer Acquirer of (A) the resignation and release of each of the directors director and each of the officers officer of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, officers of the Company and of Company, in each such Subsidiarycase, effective no later than immediately prior to the Closingas of, and (B) if requested by Buyercontingent upon, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingEffective Time; (viiix) true, correct and complete copies of all election statements under Section 83(b) of the Consulting Agreement duly executed Code that are in the Company’s possession or that the Company can obtain through commercially reasonable efforts with respect to any unvested securities or other property ever issued by the Designated ContractorCompany or any ERISA Affiliate to any of their respective employees, non-employee directors, consultants and other service providers; (viiix) unless otherwise requested by Buyer Acquirer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company BoardBoard or any applicable committee thereof, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to within the meaning of ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”)) and the Company Option Plan, and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on as of the date immediately preceding the Closing Date and contingent upon the Closing; (ixxi) a certificate from the Ministry Secretary of Government Services (Ontario), State of the States of Delaware and California and each other state, province state or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation corporation, dated within three days Business Days prior to the Closing Date Date, certifying that the Company or such Subsidiary is in good standingstanding and that all applicable Taxes and fees of the Company through and including the Closing Date have been paid; (xxii) evidence reasonably satisfactory to Buyer Acquirer of (A) the novation termination or consent to assignment waiver of any Person whose novation or consent rights of first refusal, rights to assignmentany liquidation preference, as the case may beredemption rights, may be required in connection with the Share Purchase or conversion rights and rights of notice of any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule Securityholder with respect to each such contractthe Transactions, effective as of, and contingent upon the Closing; (xixiii) the Spreadsheet completed to include all of the information specified in Section 6.8 5.8 in a form reasonably acceptable satisfactory to Buyer Acquirer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such the Spreadsheet is true, correct and complete; (xiixiv) the Company Closing Financial Certificate; (xv) FIRPTA documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit F-1, dated as of the Closing Date and executed by the Company, together with written authorization for Acquirer to deliver such notice form to the IRS on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit F-2, dated as of the Closing Date and executed by the Company; (xvi) a separation agreement or similar document that includes a release of claims against Acquirer, the Company and their respective affiliates in a form reasonably satisfactory to Acquirer (a “Separation Agreement” ) executed by each of the Designated Employees; (A) a contractor agreement duly executed by each Person set forth on Schedule III (collectively, the “Specified Contractors” ) in a form reasonably satisfactory to Acquirer and (B) evidence reasonably satisfactory to Acquirer of the termination of service with the Company of each independent contractor, consultant and/or advisory board member of the Company other than the Specified Contractors, to be effective no later than immediately prior to the Closing; (xviii) the Certificate of Merger, executed by the Company; (xix) payoff letters or similar instruments in form and substance reasonably satisfactory to Acquirer with respect to all Company Debt, which letters provide for the release of all Encumbrances relating to the Company Debt following satisfaction of the terms contained in such payoff letters (including the payment in full and discharge of all principal and accrued but unpaid interest and any premiums or other fees payable in connection with such Company Debt); (xx) executed UCC-2 or UCC-3 termination statements (or any other applicable termination statement) executed by each Person holding a security interest in any assets of the Company as of the Closing Date terminating any and all such security interests and evidence reasonably satisfactory to Acquirer that all Encumbrances on the assets of the Company shall have been released prior to, or shall be released simultaneously with, the Closing; (A) an invoice marked “final” from each third party service provider that will be owed Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine at the Closing setting forth the amount of Transaction ExpensesExpenses payable to such service provider that remain unpaid as of the Closing Date and wire instruction information for making payment of such amount to such Person and (B) a completed and duly executed IRS Form W-9 or similar tax form to the extent reasonably requested by Acquirer; (xiiixxii) a waiver and consent, in substantially the form attached hereto as Exhibit G (an “Option Consent”), executed by at least 95% of Company Optionholders that hold Cash-Out Options as of the Closing; (xxiii) a waiver and consent, in substantially the form attached hereto as Exhibit H (a “Designated Option Consent”), executed by each Company Optionholder that holds Designated Options as of the Closing; (xxiv) a parachute payment waiver, in substantially the form attached hereto as Exhibit I (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.15; (xxv) executed confirmatory assignments of Intellectual Property from any of the Company’s or any predecessors’ thereof current and former employees and independent contractors and consultants listed on Schedule IV, in each case in a form that is reasonably satisfactory to Acquirer; (xxvi) evidence reasonably satisfactory to Acquirer of the purchase of the D&O Tail and the E&O Tail in accordance with Section 5.19 and invoices therefor evidencing the cost thereof; (xxvii) evidence reasonably satisfactory to Acquirer of (A) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine exercise of the Company Net Debt BalanceWarrants prior to or as of, and contingent upon, the Closing or (B) acknowledgment that the Company Warrants shall terminate effective upon the Effective Time; and (xivxxviii) complete a waiver and correct copies consent, reasonably satisfactory to Acquirer (an “Promised Option Waiver”), executed by each individual listed on Schedule 2.2(h) of all executed stock option grants and agreements relating to the New Company OptionsDisclosure Letter, which Acquirer may, at its sole discretion, include in the form provided Offer Letters executed by the Buyerapplicable Continuing Employees. Receipt by Acquirer of any of the agreements, instruments, certificates or documents delivered pursuant to this Section 1.2(b) shall not be deemed to be an agreement by Acquirer or Merger Sub that the information or statements contained therein are true, correct or complete, and shall not diminish Acquirer’s or Merger Sub’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete.

Company Deliveries. The Company shall deliver to Buyer Acquiror, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and Date, executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(aSections 6.1(a)-(c) and Sections 7.3(cSection 6.3(a)-(b) through 7.3(i) inclusive has have been satisfiedsatisfied (the “Company Closing Certificate”); (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesCompany’s Articles of Organization, as amended, (B) bylawsCompany’s Operating Agreement, as amended, (C) board Joint Company Board and Manager resolutions approving the Share Purchase Merger and adopting this AgreementAgreement and the Articles of Merger, and (D) other matters in Buyerthe written consent or resolutions evidencing the Company Member Approval (the “Company Secretary’s reasonable discretionCertificate”); (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit Acertificate, dated as of the Closing Date, executed on behalf of the Company by its Chief Financial Officer, certifying the amount of Indebtedness, Purchase Orders and Cash as of the Closing Date and addressed to Buyer(the “CFO Certificate”); (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the ShareholdersHolders’ Agent; (v) the Employment DocumentationPaying Agreement, dated as provided by Buyer, of the Closing Date and executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)Company Holders’ Agent; (vi) evidence satisfactory to Buyer Acquiror of (A) the resignation and release of each of the directors advisory board member, director, manager and each of the officers officer of the Company and of each Subsidiary serving in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than capacities immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors effective as of the Company and of each Subsidiary which appointments are to become effective at the ClosingEffective Time; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry Secretary of Government Services (Ontario), State of the State of Utah and from an appropriate officer or governmental authority of each other state, province State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days five Business Days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing (to the extent that the laws of such jurisdictions contemplate the issuance of a certificate or other evidence of such good standing); (x) evidence satisfactory to Buyer of (Aviii) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Consideration Spreadsheet completed to include all of the information specified in Section 6.8 5.9 in a the form reasonably acceptable to Buyer specified by Acquiror and a certificate executed by the Chief Executive Officer and President of the Company, dated as of the Closing Date, certifying on behalf of the Company that such Consideration Spreadsheet is true, correct and complete; (xiiix) a release agreement, in substantially the Transaction Expenses Certificateform attached as Exhibit F (the “Release Agreement”), which certificate shall be accompanied executed by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenseseach Company Holder set forth on Schedule 1.4(b)(ix); (xiiix) evidence satisfactory to Acquiror of (A) the Company Net Debt Balance Certificateconsent of any Person whose consent may be required in connection with the Merger or any other transaction contemplated by this Agreement under the Contracts listed or described on Schedule 1.4(b)(x)-1, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine (B) the termination of each of the Contracts of the Company Net Debt Balancelisted or described on Schedule 1.4(b)(x)-2; and (xivxi) complete Confidentiality, Non-Competition and correct copies Non-Solicitation Agreement, dated as of all the Closing Date and executed stock option grants and agreements relating to by each of the New Company Options, in the form provided by the BuyerKey Employees.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive 6.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesAmended and Restated Certificate of Incorporation, (B) bylawsBylaws, (C) board resolutions approving the Share Purchase Merger and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionstockholder resolutions approving the Merger and adopting this Agreement; (iii) a written opinion from the Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date Transaction Expenses and addressed to BuyerCompany Debt Certificate; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Company Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentFinancials Certificate; (v) the Employment Documentation, as provided by Buyer, Company Stockholder Consent executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)each Company Stockholder listed on Exhibit B-1; (vi) a Non-Competition Agreement executed by each of the Key Employees; (vii) the Employment Documents executed by each of the Key Employees and each of the other employees of the Company or any Subsidiary who accepts Acquirer’s offer of employment following the Closing; (viii) evidence reasonably satisfactory to Buyer Acquirer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the ClosingEffective Time; (ix) a certificate from Parachute Payment Waiver, in substantially the Ministry of Government Services form attached hereto as Exhibit G (Ontariothe “Parachute Payment Waiver”), and executed by each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified Person required to do business as execute such a domestic or foreign corporation dated within three days prior waiver pursuant to the Closing Date certifying that the Company or such Subsidiary is in good standingSection 5.12 hereof; (x) unless otherwise instructed by Acquirer no later than two (2) Business Days prior to the Closing, resolutions adopted by the Company’s Board of Directors terminating the Company’s participation in the Insperity 401(k) plan (the “Company 401(k) Plan”) no later than the day prior to Closing; (xi) evidence satisfactory to Buyer Acquirer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase Merger or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 on Exhibit H-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 on Exhibit H-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 on Exhibit H-3 hereto in the manner described on such Schedule with respect to each such contract; (xixii) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed on behalf of the Company by the its Chief Executive Officer of the CompanyOfficer, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expensescomplete in all material respects; (xiii) executed UCC-2 or UCC-3 termination statements executed by each Person holding a security interest in any assets of the Company Net Debt Balance Certificate, which certificate or any Subsidiary as of the Closing Date terminating any and all such security interests and evidence reasonably satisfactory to Acquirer that all Encumbrances (other than Permitted Encumbrances) on assets of the Company and its Subsidiaries shall have been released prior to or shall be accompanied released simultaneously with the Closing; (xiv) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), dated as of the Closing Date and executed by the Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, dated as of the Closing Date and executed by the Company, in each case in substantially the form attached hereto as Exhibit J; (xv) written consents executed by such supporting documentationnumber of eligible Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting payments, information benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and calculations as are reasonably necessary for Buyer the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, and, in the absence of such stockholder approval, none of those payments or benefits shall be paid or provided, pursuant to verify and determine the Company Net Debt BalanceParachute Payment Waivers; and (xivxvi) complete and correct copies the Certificate of all Merger, executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerCompany.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions condition set forth in Section 6.10(b), 7.3(a6.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfied; (ii) a certificatethe Spreadsheet (as defined in Section 5.12) and certificates executed by (i) the Chief Executive Officer of the Company, dated as of the Closing Date and executed on behalf of the Company by its SecretaryDate, certifying the Company’s (A) articlesthat such Spreadsheet is true, (B) bylaws, (C) board resolutions approving the Share Purchase correct and adopting this Agreementcomplete, and (Dii) other matters in Buyer’s reasonable discretionan authorized signatory of the transfer agent of the Company, dated as of the Business Day immediately preceding the Closing Date, certifying as to the number of shares of Company Common Stock outstanding; (iii) an offer letter as provided by Acquirer, together with a Proprietary Information and Inventions Agreement and an Arbitration Agreement in each case in substantially the form attached as an exhibit to the applicable offer letter, executed by the employees specified in Schedule 6.3(f)-(1) and by no fewer than the percentage of other Company employees specified in Section 6.3 to whom Acquirer makes an offer of employment; (iv) a Benefits Waiver (as defined in Section 5.13) executed by the Company and each person required to execute such a Benefits Waiver pursuant to Section 5.13; (v) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) Acquirer from the General Escrow Agreement and Company’s legal counsel, substantially to the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals effect set forth in Schedule 7.3(f) on Exhibit C with such assumptions, qualifications and limitations as is possible, consistent with Section 6.10(a)are customary for opinions of such nature; (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer Acquirer in writing no less than three Business Days prior to the Closing Datewriting, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA(as such term is defined in Section 2.13(a)), including the Company’s 401(k) Plan (the “401(k) Plan”), requested by Acquirer to be terminated, and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient intended to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Effective Time; (vii) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit D, dated as of the Closing Date and contingent upon executed by the ClosingCompany, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Effective Time, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit E, dated as of the Closing Date and executed by the Company; (ixviii) a certificate dated within five days prior to the Closing Date from the Ministry Secretary of Government Services (Ontario), State of the State of Delaware and each other state, province or other jurisdiction State in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts standing and that all applicable Taxes and fees of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) such Subsidiary through the amendment date of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the Buyerhave been paid.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(bSections 6.3(a), 7.3(a6.3(e) 6.3(f) and Sections 7.3(c6.3 (h) through 7.3(i) inclusive has been satisfied;satisfied (the certificates referred to in clauses “(i)” and “(ii),” collectively, the “Company Closing Certificates”); (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) bylawsthe bylaws of the Company (the “Bylaws”) in effect as of the Closing, (C) board the resolutions of the Board of Directors (I) declaring this Agreement and the Transactions, including the Mergers, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (II) approving this Agreement and the Share Purchase Mergers in accordance with the provisions of Delaware Law and adopting California Law and (III) directing that the adoption of this AgreementAgreement and the approval or the principal terms of the Mergers be submitted to the Company Stockholders for consideration and recommending that all of the Company Stockholders adopt this Agreement and approve the principal terms of the Mergers, and (D) other matters the resolutions of the Board of Directors referred to in Buyer’s reasonable discretion;Section 1.2(b)(xiv), (E) the receipt of the Company Stockholder Approval and the Charter Amendment Approval and, if obtained, the 280G Stockholder Approval; (iii) a written opinion from Company Counselthe Company’s outside legal counsel, covering the matters set forth on Exhibit AE, dated as of the Closing Date and addressed to Buyer;Acquirer; (iv) written acknowledgments pursuant to which the General Escrow Agreement Company’s outside legal counsel and the Separate Escrow Agreementany financial advisor, each dated as accountant or other Person who performed services for or on behalf of the Closing Date and executed by Company, or who is otherwise entitled to any compensation from the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment DocumentationCompany, as provided by Buyer, executed by as many in connection with this Agreement or any of the individuals set forth in Schedule 7.3(f) as is possibleTransactions, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of acknowledges: (A) the resignation total amount of fees, costs and release expenses of each any nature that is payable or has been paid to such Person in connection with this Agreement or any of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the ClosingTransactions, and (B) if requested that it has been paid in full and is not (and will not be) owed any other amount by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary any of the Company, authorizing the termination of First Step Surviving Corporation, the Final Surviving Corporation or their respective Affiliates with respect to this Agreement or the Transactions; (v) one or more Written Consents executed by each or all Consenting Stockholder and such other Company Stockholders as are necessary, when taken together with the Consenting Stockholders, to evidence the obtainment of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including Stockholder Approval and the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the Buyer.Charter Amendment Approval;

Company Deliveries. The Company shall deliver to Buyer Purchaser, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(cSection 7.3(e) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its SecretaryChief Executive Officer, certifying (A) a true and complete copy of the Company’s (A) articlesArticles of Association, including all amendments thereto, (B) bylawsa complete list of the officers and directors of the Company, (C) board resolutions approving copies of resolutions, adopted by the Share Purchase Company Board of Directors and adopting Company Security holders required to approve this Agreement, authorizing the execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the Contemplated Transactions and (D) other matters in BuyerPurchaser’s reasonable discretion; (iii) a written opinion printout from Company Counsel, covering the matters set forth on Exhibit AIsraeli Registrar of Companies with respect to the Company, dated as of the Closing Date Date, reflecting that (x) the Company is not delinquent in payment of its annual dues or filing of an annual report, and addressed to Buyer(y) the Company has not been noted as being in breach of its legal filing requirements; (iv) certificates representing the General Escrow Agreement Company Shares (or duly executed affidavits as to loss or destruction of such certificates), accompanied by duly executed share transfer deeds, for transfer to Purchaser or a designated Affiliate of Purchaser, in form and the Separate Escrow Agreementsubstance satisfactory to Purchaser, each dated as together with a copy of the Closing Date and executed by share register of the Closing Company Shareholders and indicating that Purchaser is the Shareholders’ Agentsole shareholder of the Company; (v) the Employment Documentation, as provided by BuyerRegistration Rights Agreement, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)Company Shareholders party thereto; (vi) evidence satisfactory to Buyer of (A) the resignation and release Lock up agreements of each of the directors and each of holders indicated as subject to Lock up Agreement on the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing;Spreadsheet; and (vii) the Consulting Agreement duly executed by the Designated Contractor; Spreadsheet (viiias defined below) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 6.9 in a form reasonably acceptable to Buyer Purchaser and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the Buyer.

Company Deliveries. The Company shall deliver to Buyer at or prior to At the Closing, subject to the terms and conditions hereof, the Company shall deliver, or cause to be delivered, to each Purchaser (in addition to the documents described in Sections 2.05(d), (e), (g), (h) and (k)): (a) evidence of the following:issuance of the Purchased Shares to each Purchaser credited to book-entry accounts maintained by the Company; (ib) a certificatecross-receipt, dated as of the Closing Date Date, executed by the Company and executed on behalf delivered to the Purchasers certifying as to the Company’s receipt of payments of the Company by its Chief Executive Officer, Purchase Price pursuant to the effect that each of the conditions set forth in Section 6.10(b2.08(a), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfied; (iic) a certificatean opinion addressed to the Purchasers from Xxxxx Xxxxx L.L.P., legal counsel to the Company, dated as of the Closing Date Date, in the form and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (substance attached hereto as Exhibit C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion; (iiid) a written an opinion addressed to the Purchasers from Company CounselXxxxx, covering Fabrega and Fabrega, Panamanian counsel of the matters set forth on Exhibit ACompany, dated as of the Closing Date Date, in the form and addressed to Buyersubstance attached hereto as Exhibit D; (ive) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior an opinion addressed to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate Purchasers from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Legal Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct in the form and completesubstance attached hereto as Exhibit E; (xiif) a certificate, dated the Transaction Expenses CertificateClosing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, which certificate shall be accompanied by such supporting documentationcertifying (i) that the conditions set forth in Sections 2.05(a), information (b), (g), (i) and calculations (j) have been satisfied and (ii) as to the number of shares of Common Stock that are reasonably necessary for Buyer to verify and determine outstanding as of the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt BalanceClosing Date; and (xivg) complete a certificate of the Secretary or Assistant Secretary of the Company, certifying as to (i) the Articles of Incorporation (including the Certificate of Designation) and correct copies the By-Laws, (ii) resolutions of all executed stock option grants the Board of Directors of the Company (or a duly authorized committee thereof) authorizing the execution and agreements relating to delivery of the New Company OptionsOperative Documents and the consummation of the transactions contemplated thereby, including the issuance and sale of the Purchased Shares and the Warrants and (iii) the Certificate of Designation being in the form provided by the Buyerfull force and effect.

Company Deliveries. The Company or the Company Shareholders, as applicable, shall deliver to Buyer Purchaser, at or prior to the Closing, each of the following:, (i) a certificate, dated as all of the Closing Date and executed on behalf of the Company by its Chief Executive Officercertificates or instruments, which immediately prior to the effect that each of Closing represented issued and outstanding Company Share Capital (the conditions set forth in Section 6.10(b“Converting Instruments”), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfiedtogether with duly executed share transfer deeds, in a form that is reasonably acceptable to Purchaser; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company and the Israeli Subsidiary by its Secretarythe Israeli Subsidiary's chief executive officer (in his capacities as the authorized person by the Company Board of Directors and the chief executive officer of the Israeli Subsidiary) (the "Authorized Person"), certifying to the Company’s effect that each of the conditions set forth in clauses (A) articlesa), (B) bylawsc), (Cd), (e), (f), (i) board resolutions approving the Share Purchase and adopting this Agreement, and (Dk) other matters in Buyer’s reasonable discretionof Section ‎7.3 have been satisfied; (iii) a certificate, dated as of the Closing Date and executed on behalf of the Company by the Authorized Person, certifying (A) the Articles of Association, including all amendments thereto, of the Company and the Israeli Subsidiary, as amended to date (together, the “Charter Documents”), (B) the resolutions of the Company Board of Directors approving the Share Purchase, this Agreement, the Special Cash Dividend, the ratification of certain matters, and that no further Company Options will be granted pursuant to the Company Employee Plans, (C) the resolutions of the Israeli Subsidiary Shareholder approving this Agreement, the Special Cash Dividend and ratifying certain matters, (D) the unanimous written consent of the Company Shareholders evidencing the Company Shareholder Approval and ratifying certain matters, and (E) the resolutions of the board of directors of the Israeli Subsidiary approving this Agreement,the Special Cash Dividend, ratifying certain matters, and that no further Company Options will be granted pursuant to the Company Employee Plans; (iv) a written opinion from Company Counselthe Company’s legal counsel, covering the matters set forth on Exhibit AG, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentPurchaser; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer Purchaser of (A) the resignation and release of each of the directors and each of the officers of the Company and of each the Israeli Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, the Israeli Subsidiary effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (Avi) a true, correct certificate issued under the hand and complete copy of resolutions adopted by the Company Board, certified by seal the Secretary of State (or the Company, authorizing Registrar of Companies or the termination like) of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation Belize dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing and that all applicable Taxes and fees of the Company, up to and including the Closing Date, have been paid;; (vii) a duly notarized Certificate of Incumbency issued and signed by the Registered Agent of the Company, dated within three days prior to the Closing Date, certifying: (i) the date of incorporation of the Company, (ii) the registered address of the Company, (iii) the name and address of the registered agent of the Company, (iv) that the Company is in good standing, (v) the name and address of each director of the Company, (vi) the name and address of each Company Shareholder, (vii) the number of Company Shares held by each Company Shareholder, (viii) whether any of the Company Shares are under any lien or are unpaid, and (ix) whether the Company maintains a register of mortgages and charges, and whether there are any entries therein and if so, to state such entries; (x) evidence satisfactory to Buyer of (Aviii) the novation or consent to assignment of any Person whose novation or consent to assignment, Closing Spreadsheet (as the case may be, may be required such term is defined in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (BSection ‎6.9) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 ‎6.9 in a form reasonably acceptable to Buyer Purchaser and a certificate executed by the Chief Executive Officer of the CompanyAuthorized Person, dated as of the Closing Date, certifying that such Closing Spreadsheet is true, correct and complete; (xiiix) the Company Net Working Capital Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Purchaser to verify and determine the amount of Company Net Working Capital; (x) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer Purchaser to verify and determine the amount of Transaction Expenses; (xi) the shareholders registry of the Company certified as true and complete by the Authorized Person, evidencing the transfer and ownership of all of the Company Shares to Purchaser; (xii) fully executed Closing Allocation Certificates from each Company Shareholder and each Company Optionholder; (xiii) the fully executed Optionholder Instruments from each Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt BalanceOptionholder outstanding at Closing; and (xiv) complete the certificates accompanying the Closing Financial Statements and correct copies of all executed stock option grants the accounts receivable pursuant to Section 7.3(j) and agreements relating to the New Company Options7.3(l), in the form provided by the Buyerrespectively.

Company Deliveries. The At the Initial Closing (and at each subsequent Closing, unless waived or satisfied in connection with a prior Closing), unless otherwise designated, the Company shall deliver or cause to Buyer at or prior be delivered to the Closing, each of Purchaser the following: (i) a certificate, dated as copies of the Closing Date and executed on behalf good standing certificates of the Company by its Chief Executive Officer, to the effect that and each of its Subsidiaries issued by the conditions set forth in Section 6.10(b)Secretary of State (or comparable office) of such entity’s jurisdiction of formation, 7.3(aas of a date within thirty (30) and Sections 7.3(c) through 7.3(i) inclusive has been satisfieddays preceding the Closing Date; (ii) a certificate, dated as copy of the Closing Date and executed on behalf Certificate of Incorporation of the Company Company, as amended to date, as certified by its Secretarythe Secretary of State of the State of Delaware within sixty (60) days preceding the Closing Date, certifying which shall reflect the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionSeries E Certificate of Designations as part thereof or attachment thereto; (iii) a written opinion from Company Counselcertificate(s) for the Series E Preferred Shares such Purchaser is purchasing hereunder (in each case, covering in such denominations as the matters Purchaser shall reasonably request) in the name of the Purchaser as set forth on Exhibit A, dated as in column (1) of the Closing Date and addressed to BuyerSchedule of Purchasers; (iv) warrants issued to Placement Agent (or its designee(s)) for the General Escrow purchase of an amount of Common Stock equal to eight percent (8%) of the Common Stock into which the Series E Preferred Shares issued pursuant to this Agreement and the Separate Escrow Agreement, each dated may be converted as of the Closing Date and executed by date of the Closing Company Shareholders and the Shareholders’ AgentClosing, which warrants shall have an exercise price of $0.011 per share; (v) waivers from the Employment Documentation, as provided by Buyer, executed by as many holders of the individuals set forth in Schedule 7.3(f) as is possibleSeries A Preferred Stock, consistent with Section 6.10(a)the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, and the Series E Preferred Stock of their pre-emptive rights; (vi) evidence satisfactory to Buyer resolutions adopted by the Company’s Board of (A) Directors approving this Agreement, the resignation and release of each other Transaction Documents, the issuance of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the ClosingSeries E Preferred Shares, and (B) if requested the transactions contemplated by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closingthis Agreement; (vii) a certificate of the Consulting Agreement Secretary or other duly executed authorized officer of the Company dated as of the date of the Closing (A) certifying the resolutions adopted by the Designated ContractorBoard of Directors of the Company approving this Agreement, the other Transaction Documents, the issuance of the Series E Preferred Shares, and the transactions contemplated by this Agreement; (B) certifying the current versions of the Certificate of Incorporation, as amended, and Bylaws of the Company; and (C) certifying as to the signatures and authority of persons signing this Agreement and the other Transaction Documents on behalf of the Company; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary certificate of the Company, authorizing the termination of each or all ’s President dated as of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including date of the Closing certifying the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements fulfillment of the Code and regulations thereunder so that the Tax-qualified status of the 401(kconditions to Closing specified in Sections 4.1(a) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing;through (b); and (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, signed Transfer Agent Instructions in the form provided by the Buyer.attached hereto as Exhibit B.

Company Deliveries. The Company shall deliver to Buyer Acquiror, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive 7.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlescertificate of incorporation, (B) bylaws, (C) board resolutions approving the Share Purchase Merger and adopting this Agreement, (D) stockholder resolutions approving the Merger and adopting this Agreement, and (DE) other matters in BuyerAcquiror’s reasonable discretion; (iii) a written opinion from Company Counselthe Company’s legal counsel, covering the matters set forth on Exhibit AC, dated as of the Closing Date and addressed to BuyerAcquiror; (iv) the General Escrow Agreement Company Stockholder Consent and the Separate Escrow Stockholder Agreement, each dated as of the Closing Date and executed by the Closing each Company Shareholders and the Shareholders’ AgentStockholder listed on Exhibit A-1; (v) the Employment Documentation, as provided by Buyer, a Non-Competition Agreement executed by as many each of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)Founders; (vi) an offer letter as provided by Acquiror (“Offer Letter”), together with an executed Proprietary Information and Inventions Agreement, Arbitration Agreement and Conflicts of Interest Agreement, in each case in substantially the form attached as an exhibit to the applicable Offer Letter, executed by each of the Continuing Employees; (vii) evidence satisfactory to Buyer Acquiror of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the ClosingEffective Time, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated ContractorEffective Time; (viii) (A) a contractor agreement duly executed by each Person set forth on Schedule 7.3(f) hereto (the “Specified Contractors”) in a form reasonably satisfactory to Acquiror, and (B) evidence satisfactory to Acquiror of the termination of service with the Company and each Subsidiary of each independent contractor, consultant and/or advisory board member of the Company and/or any Subsidiary other than the Specified Contractors effective no later than immediately prior to the Closing; (ix) a Release, in a form reasonably satisfactory to Acquiror (the “Release”), executed by the Company and each Person required to execute such a waiver pursuant to Section 6.11 hereof; (x) a Parachute Payment Waiver, in a form reasonably satisfactory to Acquiror (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 6.12 hereof; (xi) unless otherwise requested by Buyer Acquiror in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company BoardBoard of Directors of the Company, certified by the Secretary of the Company, authorizing (A) the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to within the meaning of ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) any action necessary to obtain an amendment to IRS determination letter on the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closingas terminated; (ixxii) a certificate from the Ministry Secretary of Government Services (Ontario)State of the States of Delaware, and California and each other state, province State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standingstanding and that all applicable Taxes and fees of the Company or such Subsidiary through and including the Closing Date have been paid; (xxiii) evidence satisfactory to Buyer Acquiror of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase Merger or any other transaction contemplated by this Agreement under the contracts listed or described in on Schedule 1.5(b)(x)-1 1.4(b)(xiii)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in on Schedule 1.5(b)(x)-2 1.4(b)(xiii)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in on Schedule 1.5(b)(x)-3 1.4(b)(xiii)-3 hereto in the manner described on such Schedule with respect to each such contract, and (D) the termination or waiver of any rights of first refusal, rights to any liquidation preference or redemption rights of any Company Stockholder, effective as of and contingent upon the Closing; (xixiv) the Spreadsheet Allocation Certificate completed to include all of the information specified in Section 6.8 1.11(a) in a form reasonably acceptable to Buyer Acquiror and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet Allocation Certificate is true, correct and complete; (xiixv) the Transaction Expenses CertificateCompany Debt Report, which certificate report shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer Acquiror to verify and determine the amount of Company Transaction Expenses and Company Employee Expenses; (xiiixvi) executed UCC-3 termination statements executed by each Person holding a security interest in any assets of the Company Net Debt Balance Certificate, which certificate or any Subsidiary as of the Closing Date terminating any and all such security interests and evidence reasonably satisfactory to Acquiror that all Encumbrances on assets of the Company and its Subsidiaries shall have been released prior to or shall be accompanied by such supporting released simultaneously with the Closing; (xvii) FIRPTA documentation, information including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in a form reasonably satisfactory to Acquiror, dated as of the Closing Date and calculations as are reasonably necessary executed by the Company, together with written authorization for Buyer Acquiror to verify and determine deliver such notice form to the Internal Revenue Service on behalf of the Company Net Debt Balanceafter the Closing, and (B) a FIRPTA Notification Letter, in a form reasonably satisfactory to Acquiror, dated as of the Closing Date and executed by the Company; and (xivxviii) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the Buyeroriginal Founder Note marked cancelled.

Company Deliveries. The Subject to fulfillment or waiver of the conditions set forth in Article 8, at the Closing the Company shall deliver to Buyer at or prior to the Closing, each Purchaser all of the following: (ia) a certificateA copy of the Certificate of Incorporation, dated as amended, certified as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified recent date by the Secretary of State of Delaware. (b) A certificate of good standing of the Company, authorizing the termination issued as of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed a recent date by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts Secretary of State of Delaware and the Secretary of State of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and Commonwealth of Massachusetts. (Cc) the amendment of each Certificate of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer secretary of the Company, dated as of the Closing Date, certifying that such Spreadsheet is truein a form and substance reasonably satisfactory to Purchaser, correct as to: (i) no amendments to the Certificate of Incorporation since a specified date; (ii) the Bylaws; (iii) the resolutions of the Board of Directors, or committee thereof, authorizing the execution, delivery and complete;performance of this Agreement, the other Transaction Agreement and the transactions contemplated thereby; and (iv) incumbency and signatures of the officers of the Company executing this Agreement and any Transaction Agreement. (xiid) The certificate contemplated by Section 7.1(a), duly executed by an executive officer of the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses;Company. (xiiie) the Company Net Debt Balance CertificateThe legal opinion of Xxxxxxx Procter LLP, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating counsel to the New Company OptionsCompany, dated the Closing Date, addressed to the Purchaser, in the form provided of Exhibit G. (f) The Note, duly executed by an authorized officer of the Company. (g) The Assignment Agreement, duly executed by an authorized officer of the Company. (h) The Celecoxib License Agreement, duly executed by an authorized officer of the Company. (i) The Registration Rights Agreement, duly executed by an authorized officer of the Company. (j) The Security Agreement, duly executed by an authorized officer of the Company. *CONFIDENTIAL TREATMENT REQUESTED (k) All consents, waivers or approvals obtain by the BuyerCompany with respect to the consummation of the transactions contemplated by the Transaction Agreements. (l) Such other documents, instruments, approvals or opinions relating to the transaction contemplated by the Transaction Agreements as the Purchaser may reasonably request.

Company Deliveries. The Company shall deliver to Buyer at or prior to At the Closing, each of subject to the followingterms and conditions hereof, the Company will deliver, or cause to be delivered, to the Investor: (ia) a certificateThe Shares, which shall be delivered to the Investor in book-entry form and registered in the name of the Investor with the transfer agent of the Company. The Shares shall bear the legend set forth in Section 4.7 and shall be free and clear of any Liens, other than transfer restrictions under applicable federal and state securities laws; (b) A duly executed counterpart of the Shareholders Agreement, substantially in the form attached hereto as Exhibit A; (c) Certificates or other documentation of the Secretary of State or other applicable entity, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officera recent date, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (xd) evidence satisfactory Opinions addressed to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of Investor from each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 heretoSxxxxxx Xxxxxxx & Bxxxxxxx LLP and Bxxxxxx Xxxxx LLP, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect counsel to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and completesubstantially in the forms provided to the Investor as of the date hereof; (xiie) A certificate, dated as of the Transaction Expenses CertificateClosing Date and signed by the Chief Financial Officer of the Company, which certificate shall be accompanied by such supporting documentation, information and calculations in his capacity as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses;such: (xiiii) stating that the Company Net Debt Balance Certificate, which certificate shall has performed and complied with the covenants and agreements contained in this Agreement that are required to be accompanied performed and complied with by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balanceon or prior to the Closing Date; and (xivii) complete certifying that the conditions set forth in Section 2.4(b) have been satisfied; (f) A certificate of the Secretary or an Assistant Secretary of the Company, certifying as to (1) the Amended and correct copies Restated Articles of Incorporation of the Company and all amendments thereto, (2) the Amended and Restated Bylaws of the Company, as amended, as in effect on the Closing Date, (3) board resolutions authorizing the execution and delivery of this Agreement and the Shareholders Agreement and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Shares, and (4) its incumbent officers authorized to execute this Agreement and the Shareholders Agreement, setting forth the name and title and bearing the signatures of such officers; (g) A cross-receipt executed stock option grants by the Company and agreements relating delivered to the New Company OptionsInvestor certifying that it has received the Purchase Price from the Investor as of the Closing Date; (h) A copy of a supplemental listing application filed with the NYSE to list the Shares; and (i) Any other certificates, in agreements and other documents reasonably necessary to consummate or implement the form provided transactions contemplated by this Agreement or the BuyerShareholders Agreement.

Company Deliveries. The Company shall deliver (or cause to Buyer at or prior be delivered) to the Closing, each of the followingParent: (i) a certificatethe Escrow Agreement, dated as of duly executed by the Closing Date Seller Representative and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfiedEscrow Agent; (ii) a certificatecertificate from the state of formation of each Acquired Company as to the good standing of the Acquired Company, dated as within ten days of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionDate; (iii) a written opinion from Company Counselthe Closing Payment Schedule, covering the matters set forth on Exhibit Aas it may be adjusted pursuant to Section 1.6(a), dated as duly executed by an officer of the Closing Date and addressed to BuyerCompany; (iv) the General Escrow Agreement and the Separate Escrow AgreementClosing Allocation Schedule, each dated as it may be adjusted pursuant to Section 1.6(b), duly executed by an officer of the Closing Date Company and executed by the Closing Company Shareholders and the Shareholders’ Agentan authorized representative of each Seller; (v) duly executed agreements terminating all Contracts between any Seller or any officer, director, manager, member, partner, shareholder, direct or indirect equityholder or Affiliate of such Seller, on the Employment Documentationone hand, as provided by Buyerand any Acquired Company, executed by as many of on the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)other hand; (vi) evidence reasonably satisfactory to Buyer of (A) the resignation and release of Parent that each of the directors consents, waivers, estoppels, certifications and other documents set forth on Schedule 1.7(b)(vi) has been executed by the applicable counterparty, and that each of the officers of the Company and of each Subsidiary in office immediately prior notices set forth on Schedule 1.7(b)(vi) has been delivered to the Closing as directors and/or officers, as applicable, of applicable recipient by the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingCompany; (vii) the Consulting Agreement Option Termination Agreements, duly executed by the Designated ContractorCompany, on the one hand, and each holder of a Company Option, on the other hand; (viii) unless otherwise requested by Buyer duly executed letters of resignation from each of the directors, managers and officers of each of the Acquired Companies (in writing no less than three Business Days prior to such capacity) effective as of the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry Company, duly executed by an officer of Government Services (Ontariothe Company, certifying that each of the conditions set forth in Sections 7.2(a), 7.2(b) and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing7.2(c) have been satisfied; (x) evidence satisfactory to Buyer of (A) a certificate from the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection Company conforming with the Share Purchase or any other transaction contemplated by this Agreement requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) certifying that the equity interests in the Company do not constitute “United States real property interests” under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (BSection 897(c) the termination of each of the contracts of Code, together with a notice to the Company listed or described IRS (which shall be filed by Parent with the IRS following the Closing) in Schedule 1.5(b)(x)-2 hereto, and (C) accordance with the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract;Treasury Regulations Section 1.897-2(h)(2); and (xi) the Spreadsheet completed to include all three USB drives, each containing a copy of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer entire contents of the Company, dated Data Room as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the Buyer.

Company Deliveries. The Company shall deliver to Buyer Acquiror, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfied[intentionally omitted]; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesCertificate of Incorporation, as amended, (B) bylawsBylaws, as amended, (C) board resolutions approving the Share Purchase Merger and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionthe Company Stockholder Consent; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the ShareholdersStockholders’ Agent; (viv) a stockholder agreement in the Employment Documentation, form attached hereto as provided by BuyerExhibit A-3 (the “Stockholder Agreement”), executed by as many each Accredited Company Securityholder listed on Exhibit A-1; (v) Non-Competition Agreements in a form reasonably acceptable to the Parties, executed by each employee of the individuals set forth in Company listed on Schedule 7.3(f1.4(b)(v) as is possible, consistent with Section 6.10(a)hereto; (vi) evidence satisfactory to Buyer of (A) a Parachute Payment Waiver, in the resignation and release of form attached hereto as Exhibit D, executed by each of the directors Xxxxxxx Xxxxxx and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingXxxxx Xxxx; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date Effective Time and contingent upon the Closing; (ixviii) a certificate from the Ministry Secretary of Government Services (Ontario)State of the States of Delaware, Pennsylvania and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three 15 days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (ix) [intentionally omitted]; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contractEstimated Balance Sheet; (xi) the Consideration Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and together with a certificate executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, certifying that such Consideration Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer Acquiror to verify and determine the amount of Transaction ExpensesExpenses unpaid prior to Closing; (xiii) FIRPTA documentation, including a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h), in substantially the form attached hereto as Exhibit E, dated as of the Closing Date and executed by the Company, together with written authorization for Acquiror to deliver such notice form to the Internal Revenue Service on behalf of the Company Net Debt Balance Certificateafter the Closing; (xiv) payoff letters with respect to all Company Debt, which certificate shall be accompanied by such supporting documentation, information in form and calculations as are substance reasonably necessary for Buyer satisfactory to verify and determine the Company Net Debt BalanceAcquiror (the “Payoff Letters”); and (xivxv) complete Resignations, effective as of the Closing, of each director and correct copies officer of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerCompany.

Company Deliveries. The Company shall deliver to Buyer Acquiror, at or prior to the Closing, each of the following: (i) the Closing Financial Certificate in accordance with Section 1.3(a), which certificate shall be accompanied by such supporting documentation, information and calculations as are necessary and reasonably requested by Acquiror to verify and determine the amounts set forth therein; (ii) the Spreadsheet in accordance with Section 1.3(b); (iii) the Transition Services Agreement, effective as of the Closing and duly executed by the Shareholder and the Company; (iv) the Escrow Agreement, dated as of the Closing Date and duly executed by the Shareholder; (v) evidence reasonably satisfactory to Acquiror of the consents, waivers, approvals, notices, terminations, modifications or amendments, as applicable, with respect to each of the Contracts listed on Schedule 1.4(b)(v) (with any such consents, notices, amendments and terminations to be in a form reasonably satisfactory to Acquiror); (vi) evidence satisfactory to Acquiror of the resignation of each of the directors and each of the officers of the Company in office immediately prior to the Closing as directors and/or officers (in their capacity as such and not as employees) of the Company effective as of the Closing; (vii) evidence, in a form reasonably satisfactory to Acquiror, of the termination of the Terminated Employees and the Resigning Employees; (viii) the Employment Agreements, duly executed by each of the Key Employees and effective as of the Closing; (ix) executed offer letters that have been accepted and not revoked prior to Closing from at least eighty percent (80%) of the Offered Employees, excluding the Key Employees; (x) executed payoff letters with regards to each item of the Closing Indebtedness set forth on Schedule 1.4(b)(x), in form and substance reasonably acceptable to Acquiror, setting forth: (A) the amounts required to pay off in full on the Closing Date, the Closing Indebtedness owing to such creditor (including the outstanding principal, accrued and unpaid interest and prepayment and other penalties) and wire transfer information for such payment, and (B) a release of all Encumbrances, if any, that the creditor may hold on any of the assets of the Company prior to the Closing Date (each, a “Payoff Letter”); (xi) an Internal Revenue Service Form W-9, duly executed by the Shareholder; (xii) an officer’s certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(acertifying: (A) and Sections 7.3(c) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesOrganizational Documents, (B) bylaws, (C) unanimous board resolutions approving the Share Purchase and adopting this Agreement, and (DC) that the Company has paid or caused to be paid, through its standard payroll practices, or reserved as a current liability, all accrued bonuses, commissions, vacation or paid time off, owing to its employees or other matters in Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated service providers as of the Closing Date and addressed to BuyerDate; (ivxiii) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by certificates from the Secretary of the Company, authorizing the termination of each or all State of the Company Employee Plans that are “employee benefit plans” subject to ERISACommonwealth of Massachusetts, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days (3) Business Days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (xxiv) executed confirmatory assignments of Intellectual Property Rights in a form that is reasonably acceptable to Acquiror, from the Persons set forth on Schedule 1.4(b)(xiv), which shall include all Persons that have developed Intellectual Property on behalf of the Company and have not previously executed an assignment of Intellectual Property Rights to the Company; (xv) evidence satisfactory to Buyer of tail insurance coverage for (A) the novation or consent to assignment of any Person whose novation or consent to assignmentD&O Indemnitees, as which shall provide the case may beD&O Indemnitees with coverage for at least six (6) years following the Closing Date, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, and (B) the termination of each of the contracts “claims made” insurance policy of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, ((A) and (CB) collectively, the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract“Tail Insurance Coverage”); (xixvi) certificates representing the Spreadsheet completed Shares, duly executed in blank or accompanied by share transfer forms for the Shares, in form and substance reasonably satisfactory to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate Acquiror, duly executed by the Chief Executive Officer Shareholder in favor of Axxxxxxx (or as it shall otherwise direct in writing); and (xvii) an amendment agreement to the CompanyAcquiror EDA Agreement, dated effective as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all duly executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerShareholder.

Company Deliveries. The Company shall deliver to Buyer at At or prior to the Closing, each member of the followingCompany Group shall have delivered or caused to be delivered to Parent, in form and substance satisfactory to Parent: (i) a certificate, dated as copy of the Closing Date and executed on behalf unanimous written consent of the directors or managers, as applicable, of such member of the Company by its Chief Executive Officer, Group approving the execution of this Agreement and the Related Agreements to which each member is a party and the effect that each consummation of the conditions set forth in Section 6.10(b)Mergers, 7.3(a) certified as true, correct and Sections 7.3(c) through 7.3(i) inclusive has been satisfiedcomplete by the Secretary of each member; (ii) a certificate, dated as certificate of the Closing Date existence and executed on behalf good standing for such member of the Company Group in its state of organization, certified by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionSecretary of State of such state; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as copy of the Closing Date certificate of incorporation or formation and addressed to Buyerthe bylaws or operating agreement of such member of the Company Group (collectively, the “Charter Documents”), certified as true, correct and complete by the Secretary of such Person; (iv) a certificate, signed by the General Escrow Agreement Chief Executive Officer or other similar officer of such member of the Company Group, containing the calculation, in reasonable detail, of the Estimated Working Capital and the Separate Escrow Agreement, each dated Existing Indebtedness as of immediately prior to the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentClosing; (v) a certificate, signed by the Employment Documentation, as provided by Buyer, executed by as many Chief Executive Officer or other similar officer of such member of the individuals set forth Company Group, specifying the calculation of the Third Party Expenses of the Company Group and the Stockholders as of immediately prior to the Closing, showing detail of all unpaid Third Party Expenses incurred or expected to be incurred by the Company Group or the Stockholders and not otherwise included in Schedule 7.3(fthe Estimated Working Capital (including any Third Party Expenses anticipated to be incurred by the Company Group or the Stockholders after the Closing) as is possible, consistent with Section 6.10(ain form reasonably satisfactory to Parent (the “Statement of Expenses”); (vi) evidence satisfactory to Buyer of (A) the a duly executed director and officer resignation and release of each of the directors and letter from each of the officers and directors of such member of the Company and of each Subsidiary Group, in office immediately prior to the Closing form attached hereto as directors and/or officers, as applicable, of the Company and of each such SubsidiaryExhibit D, effective no later than immediately prior to as of the Closing, it being understood that Nations and (B) if requested by Buyer, the appointment of new Xxxxxxxxx shall not resign from their positions as officers and directors of any member of the Company and of each Subsidiary which appointments are to become effective at the ClosingGroup but will provide a release; (vii) the Consulting Agreement a duly executed by the Designated ContractorEmployment Agreement from each of Nations and Xxxxxxxxx; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, duly executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the ClosingEscrow Agreement; (ix) a certificate from the Ministry Approvals of Government Services (Ontario), and each other state, province or other jurisdiction parties to any Contract set forth on Schedule 1.2(g)(ix) hereto as are required thereunder in which connection with the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standingMergers; (x) evidence payoff letters satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) Parent providing for the termination and payment in full of each all obligations under any Indebtedness listed on Schedule 1.3(g)(x) hereto as of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and Closing Date (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract“Existing Indebtedness”); (xi) evidence satisfactory to Parent that the Spreadsheet completed to include all of Company Group has sent the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and completenotices set forth on Schedule 1.2(g)(xi) hereto; (xii) all existing corporate books and records in the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine possession of the amount of Transaction Expenses;Company; and (xiii) at least three (3) Business Days before the Company Net Debt Balance CertificateClosing, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerAggregate Consideration Spreadsheet.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b6.3(a), 7.3(a(d), (e) and Sections 7.3(c(f) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) bylawsthe bylaws of the Company (the “Bylaws”) in effect as of the Closing, and (C) board the resolutions of the Board (I) declaring this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (II) approving this Agreement in accordance with the Share Purchase and adopting this Agreement, DGCL and (DIII) other matters in Buyer’s reasonable discretiondirecting that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommending that all of the Company Stockholders adopt this Agreement and approve the principal terms of the Merger; (iii) a written opinion from Company Counsel, covering acknowledgments pursuant to which any Person that is entitled to any Transaction Expenses acknowledges (A) the matters set forth on Exhibit A, dated total amount of Transaction Expenses that (I) has been incurred and paid to such Person (and/or the formula by which any additional Transaction Expenses that have not been quantified as of the Closing Date will be calculated) prior to the Closing and addressed (II) has been incurred and remains payable to Buyersuch Person and (B) that, upon payment of such remaining payable amount at the Closing (or when otherwise due), it shall be paid in full and shall not be owed any other amount by any of Acquirer, the Company, its Affiliates and/or the Surviving Corporation; (iv) one or more Written Consents executed by each Consenting Stockholder and such other Company Stockholders as are necessary, when taken together with the General Escrow Agreement Consenting Stockholders, to evidence the obtainment of the Company Stockholder Approval and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentRequisite Stockholder Approval; (v) the Employment Documentation, as provided by BuyerStockholder Agreement, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)each Consenting Stockholder and joined by each other Company Stockholder that has executed a Written Consent; (vi) Offer Letters, PIIAs, and Non-Competition Agreements, effective as of the Closing, executed by each Named Employee and Offer Letters and PIIAs, effective as of the Closing, executed by each Continuing Employee; (vii) Equity Agreements, effective as of the Closing, executed by each Named Employee and the Company; (viii) evidence reasonably satisfactory to Buyer Acquirer of (A) the resignation and release of each of the directors director and each of the officers officer of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, officers of the Company and of Company, in each such Subsidiarycase, effective no later than immediately prior to the Closingas of, and (B) if requested by Buyercontingent upon, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingEffective Time; (viiix) true, correct and complete copies of all election statements under Section 83(b) of the Consulting Agreement duly executed Code that are in the Company’s possession or that the Company can obtain through commercially reasonable efforts with respect to any unvested securities or other property ever issued by the Designated ContractorCompany or any ERISA Affiliate to any of their respective employees, non-employee directors, consultants and other service providers; (viiix) unless otherwise requested by Buyer Acquirer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company BoardBoard or any applicable committee thereof, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to within the meaning of ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”)) and the Company Option Plan, and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on as of the date immediately preceding the Closing Date and contingent upon the Closing; (ixxi) a certificate from the Ministry Secretary of Government Services (Ontario), State of the States of Delaware and California and each other state, province state or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation corporation, dated within three days Business Days prior to the Closing Date Date, certifying that the Company or such Subsidiary is in good standingstanding and that all applicable Taxes and fees of the Company through and including the Closing Date have been paid; (xxii) evidence reasonably satisfactory to Buyer Acquirer of (A) the novation termination or consent to assignment waiver of any Person whose novation or consent rights of first refusal, rights to assignmentany liquidation preference, as the case may beredemption rights, may be required in connection with the Share Purchase or conversion rights and rights of notice of any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule Securityholder with respect to each such contractthe Transactions, effective as of, and contingent upon the Closing; (xixiii) the Spreadsheet completed to include all of the information specified in Section 6.8 5.8 in a form reasonably acceptable satisfactory to Buyer Acquirer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such the Spreadsheet is true, correct and complete; (xiixiv) the Company Closing Financial Certificate; (xv) FIRPTA documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit F-1, dated as of the Closing Date and executed by the Company, together with written authorization for Acquirer to deliver such notice form to the IRS on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit F-2, dated as of the Closing Date and executed by the Company; (xvi) a separation agreement or similar document that includes a release of claims against Acquirer, the Company and their respective affiliates in a form reasonably satisfactory to Acquirer (a “Separation Agreement” ) executed by each of the Designated Employees; (xvii) (A) a contractor agreement duly executed by each Person set forth on Schedule III (collectively, the “Specified Contractors” ) in a form reasonably satisfactory to Acquirer and (B) evidence reasonably satisfactory to Acquirer of the termination of service with the Company of each independent contractor, consultant and/or advisory board member of the Company other than the Specified Contractors, to be effective no later than immediately prior to the Closing; (xviii) the Certificate of Merger, executed by the Company; (xix) payoff letters or similar instruments in form and substance reasonably satisfactory to Acquirer with respect to all Company Debt, which letters provide for the release of all Encumbrances relating to the Company Debt following satisfaction of the terms contained in such payoff letters (including the payment in full and discharge of all principal and accrued but unpaid interest and any premiums or other fees payable in connection with such Company Debt); (xx) executed UCC-2 or UCC-3 termination statements (or any other applicable termination statement) executed by each Person holding a security interest in any assets of the Company as of the Closing Date terminating any and all such security interests and evidence reasonably satisfactory to Acquirer that all Encumbrances on the assets of the Company shall have been released prior to, or shall be released simultaneously with, the Closing; (A) an invoice marked “final” from each third party service provider that will be owed Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine at the Closing setting forth the amount of Transaction ExpensesExpenses payable to such service provider that remain unpaid as of the Closing Date and wire instruction information for making payment of such amount to such Person and (B) a completed and duly executed IRS Form W-9 or similar tax form to the extent reasonably requested by Acquirer; (xiiixxii) a waiver and consent, in substantially the form attached hereto as Exhibit G (an “Option Consent”), executed by at least 95% of Company Optionholders that hold Cash-Out Options as of the Closing; (xxiii) a waiver and consent, in substantially the form attached hereto as Exhibit H (a “Designated Option Consent”), executed by each Company Optionholder that holds Designated Options as of the Closing; (xxiv) a parachute payment waiver, in substantially the form attached hereto as Exhibit I (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.15; (xxv) executed confirmatory assignments of Intellectual Property from any of the Company’s or any predecessors’ thereof current and former employees and independent contractors and consultants listed on Schedule IV, in each case in a form that is reasonably satisfactory to Acquirer; (xxvi) evidence reasonably satisfactory to Acquirer of the purchase of the D&O Tail and the E&O Tail in accordance with Section 5.19 and invoices therefor evidencing the cost thereof; (xxvii) evidence reasonably satisfactory to Acquirer of (A) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine exercise of the Company Net Debt BalanceWarrants prior to or as of, and contingent upon, the Closing or (B) acknowledgment that the Company Warrants shall terminate effective upon the Effective Time; and (xivxxviii) complete a waiver and correct copies consent, reasonably satisfactory to Acquirer (an “Promised Option Waiver”), executed by each individual listed on Schedule 2.2(h) of all executed stock option grants and agreements relating to the New Company OptionsDisclosure Letter, which Acquirer may, at its sole discretion, include in the form provided Offer Letters executed by the Buyerapplicable Continuing Employees. Receipt by Acquirer of any of the agreements, instruments, certificates or documents delivered pursuant to this Section 1.2(b) shall not be deemed to be an agreement by Acquirer or Merger Sub that the information or statements contained therein are true, correct or complete, and shall not diminish Acquirer’s or Merger Sub’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete.

Company Deliveries. The At the Initial Closing (and at each subsequent Closing, unless waived or satisfied in connection with a prior Closing), unless otherwise designated, the Company shall deliver or cause to Buyer at or prior be delivered to the Closing, each of Purchaser the following: (i) a certificate, dated as copies of the Closing Date and executed on behalf good standing certificates of the Company by its Chief Executive Officer, to the effect that and each of its Subsidiaries issued by the conditions set forth in Section 6.10(b)Secretary of State (or comparable office) of such entity’s jurisdiction of formation, 7.3(aas of a date within ten (10) and Sections 7.3(c) through 7.3(i) inclusive has been satisfieddays preceding the Closing Date; (ii) a certificate, dated as copy of the Closing Date and executed on behalf Certificate of Incorporation of the Company Company, as amended to date, as certified by its Secretarythe Secretary of State of the State of Delaware within sixty (60) days preceding the Closing Date, certifying which shall reflect the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionSeries E Certificate of Designations as part thereof or attachment thereto; (iii) a written opinion from Company Counselcertificate(s) for the Series E Preferred Shares such Purchaser is purchasing hereunder (in each case, covering in such denominations as the matters Purchaser shall reasonably request) in the name of the Purchaser as set forth on Exhibit A, dated as in column (1) of the Closing Date and addressed to BuyerSchedule of Purchasers; (iv) warrants issued to Placement Agent (or its designee(s)) for the General Escrow purchase of an amount of Common Stock equal to sixteen percent (16%) of the Common Stock into which the Series E Preferred Shares issued pursuant to this Agreement and the Separate Escrow Agreement, each dated may be converted as of the Closing Date and executed by date of the Closing Company Shareholders and the Shareholders’ AgentClosing, which warrants shall have an exercise price of $0.011 per share; (v) authorization from sufficient holders of the Employment DocumentationSeries A Preferred Stock, as provided by Buyerthe Series B Preferred Stock, the Series C Preferred Stock, and the Series D Preferred Stock to approve this Agreement and the transactions contemplated hereby, including, but not limited to, (A) a waiver executed by as many at least a majority of the individuals set forth in Schedule 7.3(fholders of the Series A Preferred Stock that waives certain preemptive or similar rights to which the holders of the Series A Preferred Stock are entitled under Series A Certificate of Designations; (B) as is possible, consistent with Section 6.10(a)a waiver executed by at least a majority of the holders of the Series B Preferred Stock that waives certain preemptive or similar rights to which the holders of the Series B Preferred Stock are entitled under Series B Certificate of Designations; (C) a waiver executed by at least a majority of the holders of the Series C Preferred Stock that waives certain preemptive or similar rights to which the holders of the Series C Preferred Stock are entitled under Series C Certificate of Designations; (B) a waiver executed by at least a majority of the holders of the Series D Preferred Stock that waives certain preemptive or similar rights to which the holders of the Series D Preferred Stock are entitled under Series D Certificate of Designations; (vi) evidence satisfactory to Buyer resolutions adopted by the Company’s Board of (A) Directors approving this Agreement, the resignation and release of each other Transaction Documents, the issuance of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the ClosingSeries E Preferred Shares, and (B) if requested the transactions contemplated by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closingthis Agreement; (vii) a certificate of the Consulting Agreement Secretary or other duly executed authorized officer of the Company dated as of the date of the Closing (A) certifying the resolutions adopted by the Designated ContractorBoard of Directors of the Company approving this Agreement, the other Transaction Documents, the issuance of the Series E Preferred Shares, and the transactions contemplated by this Agreement; (B) certifying the current versions of the Certificate of Incorporation, as amended, and Bylaws of the Company; and (c) certifying as to the signatures and authority of persons signing this Agreement and the other Transaction Documents on behalf of the Company; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary certificate of the Company, authorizing the termination of each or all ’s President dated as of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including date of the Closing certifying the Company’s 401(kfulfillment of the conditions to Closing specified in Sections 4.1(a) Plan through (g); (ix) the “401(ksigned Transfer Agent Instructions in the form attached hereto as Exhibit B; (x) Plan”)the signed Waiver Agreement; (xi) reimbursement to Purchasers or their counsel, at Purchasers’ option, of the out of pocket expenses of Purchasers (including legal fees) incurred in connection with the transactions contemplated by this Agreement pursuant to Section 8.2; (xii) each of the other Transaction Documents, if any, to which the Company is a party, duly executed by the Company; (xiii) a legal opinion of Company Counsel, in the form of Exhibit C, executed by such counsel and delivered to the Purchasers; (Bxiv) a Second Amended and Restated Certificate of Designations, Preferences and Rights of Series A 6% Convertible Preferred Stock of PSM Holdings, Inc., substantially in the form attached as Exhibit D, which shall, among other things, modify the class voting rights of the holders of Series A Preferred Stock; (xv) a Second Amended and Restated Certificate of Designations, Preferences and Rights of Series B 6% Convertible Preferred Stock of PSM Holdings, Inc., substantially in the form attached as Exhibit E, which shall, among other things, modify the class voting rights of the holders of Series B Preferred Stock; (xvi) an Amended and Restated Certificate of Designations, Preferences and Rights of Series C 6% Convertible Preferred Stock of PSM Holdings, Inc., substantially in the form attached as Exhibit F, which shall, among other things, modify the class voting rights of the holders of Series C Preferred Stock; (xvii) an Amended and Restated Certificate of Designations, Preferences and Rights of Series D 6% Convertible Preferred Stock of PSM Holdings, Inc., substantially in the form attached as Exhibit G, which shall, among other things, modify the class voting rights of the holders of Series D Preferred Stock; (xviii) a second amendment to the Stock Purchase Agreement dated February 4, 2013, between the Company and the holders of the Series A Preferred Stock and Series B Preferred Stock implementing Section 5.10 of this Agreement substantially in the form attached as Exhibit H; and (xix) an amendment to the 401(k) PlanStock Purchase Agreement dated April 1, executed by 2014, between the Company, that is sufficient to assure compliance with all applicable requirements Company and the holders of the Code Series C Preferred Stock and regulations thereunder so that the Tax-qualified status Series D Preferred Stock implementing Section 5.10 of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, substantially in the form provided by the Buyer.attached as Exhibit I.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief a duly authorized Executive OfficerOfficer of the Company, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a6.3(a) and Sections 7.3(cSection 6.3(d) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) bylaws, the bylaws of the Company (the “Bylaws”) in effect as of the Closing and (C) board the resolutions of the Board (I) declaring this Agreement and the Merger, on the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (II) approving this Agreement in accordance with Applicable Law, (III) directing that the Share Purchase adoption of this Agreement be submitted to the Company Stockholders for consideration and adopting recommending that all of the Company Stockholders adopt this Agreement, (IV) approving the adoption of the 2016 Equity Incentive Plan and (DV) other matters approving the grant of the New Performance Stock Units and New Restricted Stock Units in Buyer’s reasonable discretionaccordance with this Agreement; (iii) a written opinion from one or more Written Consents executed by such Company Counsel, covering Stockholders as are necessary to evidence (A) the matters set forth on Exhibit A, dated as obtainment of the Closing Date Company Stockholder Approval and addressed to Buyer(B) the adoption of the 2016 Equity Incentive Plan; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer Acquirer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company BoardBoard or any applicable committee thereof, certified by the Secretary a duly authorized Executive Officer of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure in compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the ClosingApplicable Law; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (Av) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Final Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief a duly authorized Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such the Final Spreadsheet is true, correct and completecomplete as of immediately prior to the Effective Time; (vi) the Final Company Closing Transaction Expenses Certificate and a certificate executed by a duly authorized Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that the Final Company Closing Transaction Expenses Certificate is true, correct and complete as of immediately prior to the Effective Time; (vii) FIRPTA documentation in substantially the form attached hereto as Exhibit C, executed by a duly authorized Executive Officer of the Company; (viii) the Certificate of Merger, executed by a duly authorized Executive Officer of the Company; (ix) a payoff letter with respect to the Company Funded Debt under the Company Credit Agreement (subject to delivery of funds as arranged by Acquirer), in customary form and agreed with the administrative agent of the Company Credit Agreement, which letter shall provide for the full payoff and discharge of all such Company Funded Debt (including any Prepayment Premium or any accrued but unpaid interest, fees and other amounts payable in connection therewith as of immediately prior to the Effective Time), the termination of all commitments thereunder and all guarantees by any of the Company and the Subsidiaries relating thereto and the release by the applicable collateral agent under the Company Credit Agreement of all security interests securing such Company Funded Debt and authorizing Acquirer (or a designee of Acquirer) to file or record on behalf of such Person a UCC-3 termination statement and other applicable instruments of release or discharge; it being understood and agreed that Acquirer shall be responsible for paying at and subject to Closing all outstanding Company Funded Debt and other obligations required to be paid under such payoff letter; (x) a notice of redemption with respect to all of the outstanding Company Notes in compliance with Section 5.16(c) and Section 5.16(d); it being understood and agreed that Acquirer shall be responsible for paying at and subject to Closing all amounts required to redeem the Company Notes in accordance with Section 5.16(d); (xi) if requested by Acquirer under Section 5.14(c), the Form 8832 Documents; and (xii) evidence reasonably satisfactory to Acquirer that the Transaction Expenses CertificateTail Insurance Coverage has been obtained. Receipt by Acquirer of any of the agreements, which certificate instruments, certificates or documents delivered pursuant to this Section 1.2(b) shall not be accompanied deemed to be an agreement by such supporting documentationAcquirer or Merger Sub that the information or statements contained therein are true, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the Buyeror complete.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive 6.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlescertificate of incorporation, (B) bylaws, (C) board resolutions approving the Share Purchase Merger and adopting this Agreement, Agreement and declaring the advisability thereof and (D) other matters in Buyer’s reasonable discretionstockholder resolutions approving the adoption of this Agreement; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the ShareholdersStockholders’ Agent; (viv) the Employment Documentation, as provided by Buyeran unrevoked Joinder Agreement, executed by as many the Company Stockholders in the aggregate holding at least ninety-five percent (95%) of the individuals set forth in Schedule 7.3(fCompany Capital Stock (voting as a single class, on an as-converted to Common Stock basis) as is possibleof immediately prior to the Closing, consistent with Section 6.10(a)including each Company Stockholder listed on Schedule A; (viv) if requested by Acquirer, evidence satisfactory to Buyer Acquirer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each its Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such its Subsidiary, effective no later than immediately prior to the ClosingEffective Time, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary Company, which appointments are to become effective at the ClosingEffective Time; (vi) a Parachute Payment Waiver, in a form reasonably acceptable to the Company and Acquirer (a “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.13; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry Secretary of Government Services (Ontario), State of the States of Delaware and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation California dated within three (3) days prior to the Closing Date certifying that the Company or such Subsidiary is in good standingstanding and, to the extent such information is provided by such jurisdiction, that all applicable Taxes and fees of the Company through and including the Closing Date have been paid; (viii) [intentionally omitted]; (ix) evidence reasonably satisfactory to Acquirer that each of the Contracts set forth on Schedule D has been terminated (or will be terminated as of the Effective Time) and is of no further force or effect (or will be of no further force or effect as of the Effective Time; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the any Company listed or described in Employee Plan set forth on Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contractE; (xi) the Closing Spreadsheet completed to include all of the information specified in Section 6.8 5.9 in a form reasonably acceptable to Buyer Acquirer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Closing Spreadsheet is true, correct and complete; (xii) a statement from the Transaction Expenses CertificateCompany, which certificate shall be accompanied dated as of the Closing Date and conforming to the requirements of Regulations Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3), certifying that the Company is not, and has never been, a “United States real property holding corporation” for purposes of Sections 897 and 1445 of the Code (the “FIRPTA Statement”) and a notice to the Internal Revenue Service in accordance with the requirements under Treasury Regulations Section 1.897-2(h)(2), dated as of the Closing Date (the “FIRPTA Notification”) together with written authorization for Acquirer to deliver the FIRPTA Notification and a copy of the FIRPTA Statement to the Internal Revenue Service on behalf of the Company after the Closing, in each case in form and substance reasonably satisfactory to Acquirer and duly executed by such supporting documentation, information the Company and calculations as are reasonably necessary for Buyer to verify and determine signed by a responsible corporate officer of the amount of Transaction ExpensesCompany; (xiii) an option cancellation agreement, in a form reasonably acceptable to the Company Net Debt Balance Certificateand Acquirer (the “Option Cancellation Agreement”), which certificate shall be accompanied by from holders representing at least 90% of the Vested Company Options issued and outstanding as of immediately prior to the Effective Time; (A) an executed payoff letter, dated no more than three (3) Business Days prior to the Closing Date, with respect to all borrowed money indebtedness outstanding as of immediately prior to the Closing to (x) satisfy such supporting documentationEstimated Company Indebtedness as of the Closing Date and (y) terminate and release any Encumbrances related thereto (each, information a “Payoff Letter”); and calculations as are reasonably necessary for Buyer (B) an invoice from each advisor or other service provider to verify and determine the Company Net Debt Balance(other than any employee, director or officer of the Company), dated no more than three (3) Business Days prior to the Closing Date, with respect to all Estimated Company Transaction Expenses estimated to be due and payable to such advisor or other service provider, as the case may be, as of the Closing Date (each, an “Invoice”), along with, in each case, a properly completed Form W-9, or the appropriate version of IRS Form W-8, if applicable, from each Person receiving any payment in satisfaction of Estimated Company Indebtedness or Estimated Company Transaction Expenses in connection with the Closing; (xv) a duly executed stock transfer agreement, in a form reasonably acceptable to Acquirer, with respect of the Company Capital Stock transferred by a Founder to the individuals and in the amount reflected on Schedule H; and (xivxvi) complete and correct copies of all a duly executed stock option grants and agreements relating to the New Company Optionsbonus acknowledgement agreement, in a form reasonably acceptable to Acquirer, from individuals who shall receive ninety percent (90%) of the form provided by aggregate value of the Buyer.2018 Annual Bonus and Transaction Bonuses as set forth on Schedule H.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officeran officer of the Company, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a6.3(a) and Sections 7.3(cSection 6.3(e) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretaryan officer of the Company, certifying the Company’s (A) articlesthe limited liability company agreement of the Company (the “Operating Agreement”) in effect as of the Closing, (B) bylawsthe resolutions of the Voting Members (I) declaring this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Members and (II) approving this Agreement in accordance with the DLLCA and the Operating Agreement and (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionreasonably requested by Acquirer; (iii) a written opinion from Company Counselacknowledgments pursuant to which any Person that is entitled to any Transaction Expenses acknowledges (A) the total amount of Transaction Expenses that has been incurred and remains payable to such Person and (B) that, covering upon payment of such remaining payable amount at the matters set forth on Exhibit AClosing, dated as it shall be paid in full and shall not be owed any other amount by any of Acquirer, the Closing Date and addressed to BuyerCompany, its Affiliates and/or the Surviving Company; (iv) the General Escrow Agreement Joinder Agreement, executed by each Company Member, including holders of Class C Units and the Separate Escrow AgreementKey Members, each dated who constitute the holders of at least 90% of the outstanding Company Units as of immediately prior to the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentClosing; (v) the Employment DocumentationA waiver in a form and substance reasonably satisfactory to Acquirer (a “Unit Waiver Agreement”) from each Person with an offer letter or other Contract or Company Employee Plan that contemplates a grant of, as provided by Buyeror right to purchase or receive (A) Class B Units, executed by as many options to purchase Company Units or other equity awards with respect to Company Units or (B) other securities of the individuals set forth Company, that in Schedule 7.3(f) each case have not been issued or granted as is possible, consistent with Section 6.10(a)of the Agreement Date; (vi) Investor Representation Letters duly completed and executed by each Accredited Converting Holder; 4 (vii) evidence reasonably satisfactory to Buyer Acquirer of (A) the resignation and release of each of the directors and each of the officers officer of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such SubsidiaryClosing, effective no later than immediately prior to the Closingas of, and (B) if requested by Buyercontingent upon, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated ContractorEffective Time; (viii) unless otherwise requested by Buyer Acquirer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company BoardVoting Members, certified by the Secretary an officer of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to within the meaning of ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its terminationif any, with any such amendment and termination to be effective on as of the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry Secretary of Government Services (Ontario), State of Delaware and each other state, province state or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation entity, dated within three days Business Days prior to the Closing Date Date, certifying that the Company or such Subsidiary is in good standingstanding and that all applicable Taxes and fees of the Company that are due and payable through and including the Closing Date have been paid; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 5.8 in a form reasonably acceptable satisfactory to Buyer Acquirer and a certificate executed by the Chief Executive Officer an officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such the Spreadsheet is true, correct and complete; (xi) the Company Closing Financial Certificate; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting U.S. withholding documentation, information consisting of a certification by the Company in accordance with the requirements of Treasury Regulations Section 1.1445-11T(d)(2) and calculations a certification by each Company Member of non-foreign status under Section 1446(f)(2)(A) of the Code (to the extent a Company Member is not a “foreign person” within the meaning of Section 1446(f)(2)(A) of the Code), in each case substantially the form attached hereto as are reasonably necessary for Buyer to verify and determine the amount of Transaction ExpensesExhibit E; (xiii) a separation and release agreement or similar document in a form reasonably satisfactory to Acquirer (a “Separation Agreement”) executed by each of the Designated Employees; (xiv) to the extent requested by Acquirer in writing at least five Business Days prior to the Closing Date, evidence reasonably satisfactory to Acquirer of the termination of service with the Company Net of any independent contractor, consultant and/or advisory board member of the Company as requested by Acquirer, to be effective no later than immediately prior to Closing; provided that no such termination of service shall result in any payment obligations or other Liability of the Company; (xv) evidence reasonably satisfactory to Acquirer of the amendment or termination, as applicable, of each of the Contracts listed on Schedule II, as described therein; (xvi) the Certificate of Merger, executed by the Company; (xvii) the Escrow Agreement, executed by the Members’ Agent; (xviii) payoff letters or similar instruments in form and substance reasonably satisfactory to Acquirer with respect to all Company Debt Balance Certificate(other than the Company Convertible Notes), which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary letters provide for Buyer the release of all Encumbrances relating to verify and determine the Company Net Debt Balance5 following satisfaction of the terms contained in such payoff letters (including the payment in full and discharge of all principal and accrued but unpaid interest and any premiums or other fees payable in connection with such Company Debt); (xix) a note repayment agreement in substantially the form attached hereto as Exhibit F (a “Note Repayment Agreement”) with respect to each of the Company Convertible Notes; and (xivxx) complete executed UCC-2 or UCC-3 termination statements (or any other applicable termination statement) executed by each Person holding a security interest in any assets of the Company as of the Closing Date terminating any and all such security interests and evidence reasonably satisfactory to Acquirer that all Encumbrances on assets of the Company shall have been released prior to, or shall be released simultaneously with, the Closing. Receipt by Acquirer of any of the agreements, instruments, certificates or documents delivered pursuant to this Section 1.2(b) shall not be deemed to be an agreement by Acquirer or Merger Sub that the information or statements contained therein are true, correct copies or complete, and shall not diminish Acquirer’s or Merger Sub’s remedies hereunder if any of all executed stock option grants and agreements relating to the New Company Optionsforegoing agreements, in the form provided by the Buyerinstruments, certificates or documents are not true, correct or complete.

Company Deliveries. The Company shall will deliver the following documents to Buyer Acquirer at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a6.3(a) and Sections 7.3(cSection 6.3(b) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) bylaws, the bylaws of the Company (the “Bylaws”) in effect as of the Closing and (C) board the resolutions of the Company Board (1) declaring this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (2) approving the Share Purchase and adopting this Agreement, Agreement in accordance with Delaware Law and (D3) other matters in Buyer’s reasonable discretiondirecting that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommending that all of the Company Stockholders adopt this Agreement and approve the Merger; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as letters of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence resignation reasonably satisfactory to Buyer of (A) the resignation Acquirer from each director and release of each of the directors and each of the officers officer of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viiiiv) unless otherwise requested by Buyer Acquirer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, Board or any applicable committee thereof authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject intended to ERISA, including the Company’s constitute a 401(k) Plan arrangement (the “401(k) Plan”), ) and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Company Option Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on as of the date immediately preceding the Closing Date and contingent upon the Closing; (ixv) a certificate from the Ministry Secretary of Government Services (Ontario)State of the State of Delaware and California, and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days ten Business Days prior to the Closing Date Date, certifying that the Company or such Subsidiary is in good standingstanding in such jurisdiction; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xivi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer 5.8 and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such the Spreadsheet is true, correct and complete; (vii) the Estimated Closing Statement; (viii) FIRPTA documentation, consisting of (A) an original signed statement from the Company certifying that the Company is not, and has not been at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation”, as defined in Section 897(c)(2) of the Code, conforming to the requirements of Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h) and reasonably satisfactory to Acquirer, and (B) an original signed notice to be delivered to the IRS in accordance with the provisions of Treasury Regulation Section 1.897-2(h)(2), together with written authorization for Acquirer to deliver such notice to the IRS on behalf of the Company following the Closing, each dated as of the Closing Date, duly executed by an authorized officer of the Company, and in form and substance reasonably satisfactory to Acquirer; (ix) a properly completed IRS Form W-9, or the appropriate version of IRS Form W-8, if applicable, from each Person entitled to payment in respect of Unpaid Company Transaction Expenses pursuant to Section 5.9 or in respect of any Company Debt to be paid by Acquirer on behalf of the Company; (x) the Certificate of Merger, executed by the Company; (xi) filed UCC-3 termination statements or other instruments of release or discharge satisfactory to Acquirer that all Encumbrances on assets of the Company shall have been released prior to the Closing; (xii) the Transaction Expenses CertificateEscrow Agreement, which certificate shall be accompanied dated as of the Closing Date, and executed by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses;Securityholders’ Agent; and (xiii) the Company Net Debt Balance CertificateExchange Agent Agreement, which certificate shall be accompanied by such supporting documentationdated as of the Closing Date, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerSecurityholders’ Agent.

Company Deliveries. The In connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, the Company shall deliver to Buyer at or prior is delivering to the Closing, each of Purchaser the following, all of which shall be deemed to be delivered simultaneously: (i) a certificateEscrow Agreement of even date herewith between the Stockholders’ Representative, dated the Company, Purchaser and the Escrow Agent (as of defined below) (the Closing Date and “Escrow Agreement”), duly executed on behalf of by the Company by its Chief Executive Officerand the Stockholders’ Representative, to in substantially the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfied;form attached hereto as Exhibit D. (ii) a certificateThe Employment Agreements, dated as duly executed by each of the Closing Date Key Employees. (iii) The RSU Grant Agreements, duly executed by each of the Key Employees and each of the Other Employees. (iv) The Non-Competition Agreements, duly executed on behalf by each of the Key Employees. (v) The Employee Confidentiality Agreements, duly executed by each of the Key Employees and each of the Other Employees. (vi) A stockholder questionnaire, duly executed by each Company Stockholder receiving Purchaser Common Stock in the Merger, stating, among other things, that such Company Stockholder is an “accredited investor.” (vii) Joinders to the Voting Agreement, duly executed by each Company Stockholder who receives Purchaser Common Stock in the Merger. (viii) Joinders to the Right of First Refusal and Co-Sale Agreement duly executed by each Key Employee. (ix) A Patent Assignment, duly executed by the Company. (x) A certificate of an executive officer of the Company by its Secretary, certifying the Company’s as to: (A) articlesthe Amended and Restated Certificate of Incorporation of the Company, as amended through the date of this Agreement; (B) bylawsthe Bylaws of the Company, as amended through the date of this Agreement; (C) board the resolutions adopted by the Company Stockholders and the Company Board authorizing and approving the Share Purchase execution, delivery and adopting performance by the Company of this Agreement, Agreement and any Transaction Documents to which the Company is a party; and (D) other matters in Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date incumbency and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each signatures of the officers of the Company and Company. (xi) A certificate of each Subsidiary in office immediately prior to the Closing as directors and/or officersSecretary of State of the State of Delaware, as applicable, of the Company and of each such Subsidiary, effective no later a date not earlier than immediately prior to the Closing, and ten (B10) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days days prior to the Closing Date, (A) a true, correct as to the existence and complete copy good standing of resolutions adopted by the Company Boardin the State of Delaware, certified by and a certificate of the Secretary of the Company, authorizing the termination of each or all State of the Company Employee Plans that are “employee benefit plans” subject to ERISAState of California, including the Company’s 401(kas of a date not earlier than ten (10) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that Date, as to the foreign qualification and good standing of the Company or such Subsidiary is in good standing;the State of California. (xxii) evidence satisfactory Resignations of all officers and directors of the Company; and (xiii) Payoff letters, if any, with respect to Buyer of any Company Indebtedness owed to each Key Employee, indicating (A) the novation or consent to assignment aggregate amount of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect indebtedness owed to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated Key Employee as of the Closing DateDate (collectively, certifying that the “Payoff Amount”) and (B) that, upon payment of the Payoff Amount, all amounts due and owing such Spreadsheet is true, correct and complete; (xiilender(s) by the Transaction Expenses Certificate, which certificate Company shall be accompanied by such supporting documentation, information deemed satisfied and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, paid in the form provided by the Buyerfull.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificatecertificate in the form attached hereto as Exhibit H, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officera duly elected officer of the Company, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a6.3(a) and Sections 7.3(cSection 6.3(e) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) bylawsthe bylaws of the Company (the “Bylaws”) in effect as of the Closing, (C) board the resolutions of the Board (I) declaring this Agreement and the Transactions, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (II) approving this Agreement in accordance with Applicable Law and (III) directing that the Share Purchase adoption of this Agreement be submitted to the Company Stockholders for consideration and adopting recommending that all of the Company Stockholders adopt this Agreement, Agreement and (D) other matters in Buyer’s reasonable discretionthe resolutions of the Company Stockholders adopting this Agreement; (iii) a written opinion invoices from each third-party advisor to the Company Counselthat is entitled to payment with respect to Transaction Expenses, covering showing the matters set forth on Exhibit A, dated amount of Transaction Expenses incurred by the Company and payable to such advisor as of the Closing Date and addressed to BuyerClosing; (iv) one or more Written Consents executed by each Consenting Stockholder and such other Company Stockholders as are necessary, when taken together with the General Escrow Agreement Consenting Stockholders, to evidence the obtainment of the Company Stockholder Approval and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentRequisite Stockholder Approval; (v) the Employment Documentation, as provided by BuyerStockholder Agreement, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)each Consenting Stockholder and joined by each other Company Stockholder that has executed a Written Consent; (vi) evidence satisfactory to Buyer of (A) a resignation letter in the resignation form attached hereto as Exhibit I, executed by each director and release of each of the directors and each of the officers officer of the Company and of each Subsidiary and/or the Subsidiaries in office immediately prior to the Closing as directors and/or officersClosing, as applicable, of the Company and of in each such Subsidiarycase, effective no later than immediately prior to the Closingas of, and (B) if requested by Buyercontingent upon, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingEffective Time; (vii) the Consulting Agreement duly executed a true, correct and complete copy of resolutions adopted by the Designated Contractor; Board or any applicable committee thereof, certified by the Secretary of the Company, (viiiw) terminating the Company’s 401(k) plan (the “401(k) Plan”) (unless otherwise requested by Buyer Acquirer in writing no less than three Business Days prior to the Closing Date), (Ax) a true, correct and complete copy of resolutions adopted by terminating the Company BoardOption Plan, certified (y) terminating each Unvested Company Option, other than those held by the Secretary of the Company, authorizing the termination of each Continuing Employees or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”)Continuing Contractors, and (Bz) resetting the exercise price of each Excluded Company Option in accordance with IRS Notice 2008-113, as amended by IRS Notices 2010-6 and 2010-80, to an amendment amount equal to the 401(k) PlanCommon Per Share Consideration, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closingsubsequently terminating each Excluded Company Option; (ixviii) a certificate from the Ministry Secretary of Government Services (Ontario)State of the States of Delaware and Illinois, and each other stateas applicable, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days 10 Business Days prior to the Closing Date Date, certifying that the Company or such Subsidiary and Xxxxxx.xxx, LLC, as applicable, is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xiix) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by 5.8; (x) the Chief Executive Officer of Company Closing Financial Certificate; (xi) the CompanyEscrow Agreement, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and completeexecuted by the Securityholders’ Agent; (xii) audited, consolidated financial statements for the Transaction Expenses Certificatefiscal year ended December 31, which certificate shall be accompanied by such supporting documentation2018 and unaudited, information consolidated financial statements for the six-month periods ended June 30, 2018 and calculations June 30, 2019, in each case prepared in accordance with GAAP in the form required for Acquirer’s filings with the SEC (including, for the avoidance of doubt, footnote disclosures), as are reasonably necessary for Buyer determined by, and subject to verify and determine the amount of Transaction Expensesreview of, the Company’s auditors at PricewaterhouseCoopers LLP (the “Closing Deliverable Financials”); (xiii) FIRPTA documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in the form attached hereto as Exhibit J-1, dated as of the Closing Date and executed by the Company, together with written authorization for Acquirer to deliver such notice form to the IRS on behalf of the Company Net Debt Balance Certificateafter the Closing, which certificate shall be accompanied and (B) a FIRPTA Notification Letter, in the form attached hereto as Exhibit J-2, dated as of the Closing Date and executed by the Company; (xiv) evidence of (A) the Company’s and the Subsidiaries’ receipt of all consents, waivers and approvals described in Schedule 1.2(b)(xiv)(A), (B) the delivery of all notices described in Schedule 1.2(b)(xiv)(B) and (C) the amendment or termination, as applicable, of each of the Contracts listed on Schedule 1.2(b)(xiv)(C), as described therein; (xv) the Certificate of Merger, executed by the Company; (xvi) payoff letters or similar instruments (together with, if applicable, lien releases, or an authorization for such supporting documentationlien releases upon receipt of the pay-off amount, information including authorization to file or record on behalf of the payee a UCC-3 termination statement and/or other instruments of release) in form and calculations substance reasonably satisfactory to Acquirer with respect to all Company Debt; (xvii) executed copies of a Parachute Payment Waiver in the form attached hereto as are reasonably necessary for Buyer Exhibit K (the “Parachute Payment Waiver”), executed by each “disqualified individual” (within the meaning of Section 280G of the Code); (xviii) the warrant waiver, in the form attached here to verify as Exhibit L (the “Warrant Waiver”), executed by each Company Warrantholder; (xix) the Commercial Agreement, in the form attached hereto as Exhibit M (the “CME Commercial Agreement”), executed by CME and determine the Company Net Debt BalanceXxxxxx.xxx, LLC; and (xivxx) complete and correct copies of all the Paying Agent Agreement, executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerSecurityholders’ Agent and the Paying Agent. Upon consummation of the Closing, any delivery set forth in this Section 1.2 that was not delivered as of the time of the Closing will be deemed to have been waived for all purposes by the party having the benefit of such delivery as of and after the Closing; provided that, receipt by Acquirer of any of the agreements, instruments, certificates or documents delivered pursuant to this Section 1.2(b) shall not be deemed to be an agreement by Acquirer or Merger Sub that the information or statements contained therein are true, correct or complete, and shall not diminish Acquirer’s or Merger Sub’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a6.3(a) and Sections 7.3(cSection 6.3(f) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) bylawsthe bylaws of the Company (the “Bylaws”) in effect as of the Closing, (C) board the resolutions of the Board (I) declaring this Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (II) approving this Agreement in accordance with the Share Purchase provisions of Delaware Law and adopting (III) directing that the adoption of this Agreement, Agreement be submitted to the Company Stockholders for consideration and recommending that all of the Company Stockholders adopt this Agreement and approve the Merger and (D) other matters in Buyer’s reasonable discretionreasonably requested by Acquirer; (iii) a written opinion from Company Counselthe Company’s outside legal counsel, covering the matters set forth on Exhibit AD, dated as of the Closing Date and addressed to BuyerAcquirer; (iv) written acknowledgments pursuant to which any Person that is entitled to any Transaction Expenses acknowledges (A) the General Escrow Agreement total amount of Transaction Expenses that (I) has been incurred and the Separate Escrow Agreement, each dated as of paid to such Person prior to the Closing Date and executed (II) has been incurred and remains payable to such Person and (B) that, upon payment of such remaining payable amount at the Closing, it shall be paid in full and shall not be owed any other amount by any of Acquirer, the Closing Company Shareholders and Company, its Affiliates and/or the Shareholders’ AgentFirst Step Surviving Corporation; (v) the Employment Documentation, as provided by Buyer, one or more Written Consents executed by each Key Stockholder and such other Company Stockholders as many are necessary, when taken together with the Key Stockholders, to evidence the obtainment of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)Company Stockholder Approval and the Requisite Stockholder Approval; (vi) the Stockholder Agreement, executed by each Key Stockholder; (vii) Offer Letters, effective as of the Closing, executed by each Key Employee and Continuing Employee; (viii) Non-Competition Agreements, effective as of the Closing, executed by each Key Employee; (ix) Vesting Agreements, effective as of the Closing, executed by each Key Employee and each Continuing Employee who is a Company Stockholder as of immediately prior to the Closing; (x) evidence reasonably satisfactory to Buyer Acquirer of (A) the resignation and release of each of the directors director and each of the officers officer of the Company and of each or any Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, officers of the Company and of each such and/or any Subsidiary, effective no later than immediately prior to the Closingas of, and (B) if requested by Buyercontingent upon, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingEffective Time; (viixi) true, correct and complete copies of all election statements under Section 83(b) of the Consulting Agreement duly executed Code that are in the Company’s possession or that the Company can obtain through commercially reasonable efforts with respect to any unvested securities or other property ever issued by the Designated ContractorCompany or any ERISA Affiliate to any of their respective employees, non-employee directors, consultants and other service providers; (viiixii) unless otherwise requested by Buyer Acquirer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to within the meaning of ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ixxiii) a certificate certificates from the Ministry Secretary of Government Services (Ontario), State of the States of Delaware and California and each other state, province state or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation corporation, dated within three days Business Days prior to the Closing Date Date, certifying that the Company or such Subsidiary is in good standingstanding and that all applicable Taxes and fees of the Company through and including the Closing Date have been paid; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xixiv) the Spreadsheet completed to include all of the information specified in Section 6.8 5.8(a) in a form reasonably acceptable satisfactory to Buyer Acquirer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such the Spreadsheet is true, correct and completecomplete as of the Closing Date; (xiixv) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction ExpensesCompany Closing Financial Statement; (xiiixvi) FIRPTA documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit E-1, dated as of the Closing Date and executed by the Company, together with written authorization for Acquirer to deliver such notice form to the IRS on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit E-2, dated as of the Closing Date and executed by the Company; (xvii) a separation agreement or similar document in a form reasonably satisfactory to Acquirer (a “Separation Agreement”) executed by each of the Designated Employees; (xviii) the First Certificate of Merger, executed by the Company; (xix) an amendment, waiver and consent, in substantially the form attached hereto as Exhibit F (an “Option Waiver”), executed by each Company Net Debt Balance CertificateOptionholder; (xx) a parachute payment waiver, which certificate shall be accompanied in substantially the form attached hereto as Exhibit G (the “Parachute Payment Waiver”), executed by each Person required to execute such supporting documentation, information and calculations as are reasonably necessary for Buyer a waiver pursuant to verify and determine the Company Net Debt BalanceSection 5.15; and (xivxxi) complete and correct copies of all the Escrow Agreement, executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerStockholders’ Agent. Receipt by Acquirer of any of the agreements, instruments, certificates or documents delivered pursuant to this Section 1.2(b) shall not be deemed to be an agreement by Acquirer or the Merger Subs that the information or statements contained therein are true, correct or complete, and shall not diminish Acquirer’s or the Merger Subs’ remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive 6.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesAmended and Restated Certificate of Incorporation, (B) bylawsBylaws, (C) board resolutions approving the Share Purchase Merger and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionstockholder resolutions approving the Merger and adopting this Agreement; (iii) a written opinion from Company Counselthe Company’s legal counsel, covering the matters set forth on Exhibit AF, dated as of the Closing Date and addressed to BuyerAcquirer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentNet Working Capital Certificate; (v) the Employment Documentation, as provided by Buyer, Company Stockholder Consent and Stockholder Agreement executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)each Company Stockholder listed on Exhibit B-1; (vi) evidence satisfactory to Buyer of (A) the written resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingEffective Time; (vii) resolutions adopted by Company’s Board of Directors terminating Company’s 401(k) plan (the Consulting Agreement duly executed by “Company 401(k) Plan”) no later than the Designated Contractorday prior to Closing; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed on behalf of the Company by the its Chief Executive Officer of the CompanyOfficer, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and completethe Spreadsheet; (xiiix) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting FIRPTA documentation, information including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), dated as of the Closing Date and calculations as are reasonably necessary executed by the Company, together with written authorization for Buyer Acquirer to verify and determine deliver such notice form to the amount Internal Revenue Service on behalf of Transaction Expenses; (xiii) the Company Net Debt Balance Certificateafter the Closing, which certificate shall be accompanied and (B) a FIRPTA Notification Letter, dated as of the Closing Date and executed by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt BalanceCompany; and (xivx) complete and correct copies the Certificate of all Merger, executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerCompany.

Company Deliveries. The Company shall deliver to Buyer Purchaser, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Hyperion’s Chief Executive OfficerOfficer authorized by the Company’s Board of directors to act on its behalf, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(cSection 7.3(d) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by a member of its SecretaryBoard of Directors, certifying the Company’s (A) articlesa true and complete copy of the Company’s articles of association, including all amendments thereto (the “Articles of Association”), (B) bylawsa complete list of the officers and directors of the Company, and (C) board copies of resolutions approving adopted by the Share Purchase Board of Directors and adopting shareholders of the Company authorizing the execution and delivery of this Agreement, Agreement and (D) the other matters in Buyer’s reasonable discretionagreements to which the Company is a party pursuant to this Agreement and the consummation of the Transactions; (iii) a printout from the Israeli Registrar of Companies with respect to the Company, dated as of the Closing Date, reflecting that (x) the Company is not delinquent in payment of its annual dues or filing of an annual report, and (y) the Company has not been noted as being in breach of its legal filing requirements; and a printout from the Israeli Registrar of Companies with respect to the Company, dated as of the Closing Date, reflecting that no Encumbrance is registered on any of the Company Ordinary Shares. (iv) a written opinion from Company Counselthe Company’s Israeli legal counsel, covering in the matters form set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentPurchaser; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence documentation satisfactory to Buyer of (A) Purchaser evidencing the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such SubsidiaryCompany, effective no later than immediately prior to the Closing; and (vi) certificates representing the Company Ordinary Shares accompanied by a share transfer deed, duly executed by Company Shareholder, for transfer of such Company Ordinary Shares to Purchaser, in form and (B) if requested by Buyersubstance satisfactory to Purchaser, together with a copy of the appointment of new officers and directors share registry of the Company and of each Subsidiary which appointments are to become effective at indicating that Purchaser is the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all sole shareholder of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the Buyer.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive 7.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesAmended and Restated Certificate of Incorporation (as amended by the Charter Amendment), (B) bylawsBylaws, (C) board resolutions approving the Share Purchase First Merger and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionstockholder resolutions approving the First Merger and adopting this Agreement; (iii) a written opinion from Company Counselthe Company’s legal counsel, covering the matters set forth on Exhibit AG, dated as of the Closing Date and addressed to BuyerAcquirer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentTransaction Expenses Certificate; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)Company Closing Financials Certificate; (vi) the Company Stockholder Consent executed by each Company Stockholder listed on Exhibit B-1; (vii) a Non-Competition Agreement executed by each of the Key Employees; (viii) the Employment Documents executed by each of the Key Employees and each of the other employees of the Company who accepts Acquirer’s offer of employment following the Closing; (ix) evidence satisfactory to Buyer Acquirer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such SubsidiaryCompany, effective no later than immediately prior to the ClosingEffective Time; (x) correct and complete copies of all election statements under Section 83(b) of the Code that are in the Company’s possession or subject to its control with respect to any unvested securities or other property issued by the Company or any ERISA Affiliate to any of its employees, non-employee directors, consultants and other service providers; (Bxi) if requested a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit H (the “Parachute Payment Waiver”), executed by Buyereach Person required to execute such a waiver pursuant to Section 5.12 hereof; (xii) a written acknowledgement, in form and substance reasonably satisfactory to Acquirer, executed by the appointment Founders and each of new officers Xxxxxx Xxxx, Xxxx Xxxxxxx, Xxxx Xxxxx, Xxxxx Xxxxxxx and directors Xxxxx Xxxxxxxxx, whereby each such individual agrees that their respective termination of employment with the Company and acceptance of each Subsidiary which appointments are to become effective at the Closing;employment with Acquirer shall not constitute an “Involuntary Termination” under their respective common stock purchase agreements; 3- (vii) the Consulting Agreement duly executed by the Designated Contractor; (viiixiii) unless otherwise requested instructed by Buyer in writing Acquirer no less later than three two (2) Business Days prior to the Closing DateClosing, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary Company’s Board of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including Directors terminating the Company’s 401(k) Plan plan (the “Company 401(k) Plan”), and (B) an amendment no later than the day prior to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (xxiv) evidence satisfactory to Buyer Acquirer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase First Merger or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contractExhibit I; (xixv) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed on behalf of the Company by the its Chief Executive Officer of the CompanyOfficer, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xiixvi) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting FIRPTA documentation, information including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), dated as of the Closing Date and calculations executed by the Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, dated as are reasonably necessary for Buyer to verify of the Closing Date and determine executed by the amount of Transaction ExpensesCompany; (xiiixvii) written consents and waivers executed by such number of eligible Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting payments, benefits, options and/or stock provided pursuant to agreements, contracts or arrangements that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval or non-approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such Treasury Regulations, and, in the absence of such stockholder approval, none of those payments or benefits shall be paid or provided, pursuant to the Parachute Payment Waivers; (xviii) the Company Net Debt Balance CertificateCertificate of Merger, which certificate shall be accompanied executed by such supporting documentation, information the Company; (xix) the Certificate of Amendment of the Company’s Amended and calculations Restated Certificate of Incorporation in the form attached hereto as are reasonably necessary for Buyer to verify and determine Exhibit J (the Company Net Debt Balance“Charter Amendment”) filed with the Secretary of State of the State of Delaware; and (xivxx) complete executed confidential information and correct copies invention assignment agreements (“CIIAA’s”) from the individuals identified on Schedule 1.3(b)(xx) on the Company’s standard form of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerCIIAA.

Company Deliveries. The Company shall deliver to Buyer Acquirer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a6.3(a) and Sections 7.3(cSection 6.3(e) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe certificate of incorporation of the Company (the “Certificate of Incorporation”) in effect as of the Closing, (B) bylawsthe bylaws of the Company (the “Bylaws”) in effect as of the Closing, (C) board the resolutions of the Board (I) declaring this Agreement and the Transactions, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (II) approving this Agreement in accordance with the Share Purchase DGCL and adopting (III) directing that the adoption of this AgreementAgreement be submitted to the Company Stockholders for consideration and recommending that all of the Company Stockholders adopt this Agreement and approve the Merger, and (D) other matters in Buyer’s reasonable discretionthe resolutions of the Company Stockholders adopting this Agreement and approving the Merger; (iii) a written opinion from Company Counsel, covering acknowledgments pursuant to which any Person that is entitled to any Transaction Expenses acknowledges (A) the matters set forth on Exhibit A, dated total amount of Transaction Expenses that (I) has been incurred and paid to such Person prior to the Closing and (II) has been incurred and remains payable to such Person (and/or the formula by which any additional Transaction Expenses that have not been quantified as of the Closing Date will be calculated) and addressed to Buyer(B) that, upon payment of such remaining payable amount at the Closing (or when otherwise due), such Person shall be paid in full and shall not be owed any other amount by any of Acquirer, the Company, its Affiliates and/or the Surviving Corporation; (iv) one or more Written Consents executed by each Consenting Stockholder and such other Company Stockholders as are necessary, when taken together with the General Escrow Agreement Consenting Stockholders, to evidence the obtainment of the Company Stockholder Approval and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ AgentRequisite Stockholder Approval; (v) the Employment Documentation, as provided by BuyerStockholder Agreement, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a)each Consenting Stockholder and joined by each other Company Stockholder that has executed a Written Consent; (vi) evidence Offer Letters, effective as of the Closing, executed by each Key Employee, Critical Employee and other Continuing Employee; (vii) Restrictive Covenant Agreements, effective as of the Closing, executed by each Key Employee; (viii) Vesting Agreements, effective as of the Closing, executed by each Key Employee; (ix) a resignation letter reasonably satisfactory to Buyer of (A) the resignation Acquirer executed by each director and release of each of the directors and each of the officers officer of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officersClosing, as applicable, of the Company and of in each such Subsidiarycase, effective no later than immediately prior to the Closingas of, and (B) if requested by Buyercontingent upon, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (Ax) a true, correct and complete copy of resolutions adopted by the Company BoardBoard or any applicable committee thereof, certified by the Secretary of the Company, authorizing the termination of each terminating certain or all of the Company Employee Plans that are “employee benefit plans” subject to within the meaning of ERISA, including the Company’s 401(k) Plan plan (the “401(k) Plan”), ) and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Company Option Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on as of the date immediately preceding the Closing Date and contingent upon the Closing; (ixxi) a certificate from the Ministry Secretary of Government Services (Ontario), State of the State of Delaware and the State of Ohio and each other state, province state or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation corporation, dated within three days five Business Days prior to the Closing Date Date, certifying that the Company or such Subsidiary is in good standing; (xxii) evidence reasonably satisfactory to Buyer Acquirer of (A) the novation termination or consent to assignment waiver of any Person whose novation or consent to assignmentrights of first refusal, as the case may beredemption rights, may be required in connection with the Share Purchase or conversion rights and rights of notice of any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule Securityholder with respect to each such contractany of the Transactions, effective as of, and contingent upon the Closing; (xixiii) the Spreadsheet completed to include all of the information specified in Section 6.8 5.8 in a form reasonably acceptable satisfactory to Buyer Acquirer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such the Spreadsheet is true, correct and complete; (xiixiv) the Transaction Expenses Company Closing Financial Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiiixv) FIRPTA documentation, consisting of (A) a notice to the IRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit E-1, dated as of the Closing Date and executed by the Company, together with written authorization for Acquirer to deliver such notice form to the IRS on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit E-2, dated as of the Closing Date and executed by the Company; (xvi) evidence reasonably satisfactory to Acquirer of (A) the Company’s receipt of all consents, waivers and approvals or the Company’s provision of third party notices described in Section 5.5(a) and (B) the amendment or termination, as applicable, of each of the Contracts listed on Schedule C, as described therein; (xvii) the Certificate of Mergxx, xxecuted by the Company; (xviii) payoff letters or similar instruments in form and substance reasonably satisfactory to Acquirer with respect to all Company Net Debt Balance Certificatefor borrowed money (including each Company Note), which certificate letters provide for the release of all Encumbrances relating to the Company Debt following satisfaction of the terms contained in such payoff letters (including the payment in full and discharge of all principal and accrued but unpaid interest and any premiums or other fees payable in connection with such Company Debt); (xix) executed UCC-2 or UCC-3 termination statements (or any other applicable termination statement) executed by each Person holding a security interest in any assets of the Company as of the Closing Date terminating any and all such security interests and evidence reasonably satisfactory to Acquirer that all Encumbrances on the assets of the Company shall have been released prior to, or shall be accompanied by such supporting documentationreleased simultaneously with, information and calculations as are reasonably necessary for Buyer the Closing; (xx) prior to verify and determine the solicitation of the Company Net Debt BalanceStockholder vote described under Section 5.16, a parachute payment waiver, in substantially the form attached hereto as Exhibit F (the “Parachute Payment Waiver”), executed by each Person required to execute such a waiver pursuant to Section 5.16; (xxi) executed confirmatory assignments of Intellectual Property from the individuals listed on Schedule D, in each case in a form that is reasonably satisfactory to Acquirer; and (xivxxii) complete a waiver and correct copies of all executed stock option grants and agreements relating to the New Company Optionsconsent, in substantially the form provided attached hereto as Exhibit G (an “Promised Option Waiver”), executed by each Promised Optionholder. Receipt by Acquirer of any of the Buyeragreements, instruments, certificates or documents delivered pursuant to this Section 1.2(b) shall not be deemed to be an agreement by Acquirer or Merger Sub that the information or statements contained therein are true, correct or complete, and shall not diminish Acquirer’s or Merger Sub’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete.

Company Deliveries. The Company shall deliver to Buyer Acquirer or Merger Sub (as applicable), and shall cause the Company Stockholders to deliver to Acquirer or Merger Sub, as applicable, at or prior to the Closing, each of the following: (i) a certificatecertificate of the Company, dated as of the Closing Date and Date, executed by the Chief Executive Officer of the Company on behalf of the Company by its Chief Executive OfficerCompany, to the effect certifying that each of the conditions set forth in Section 6.10(b), 7.3(aSections ‎6.3(a) and Sections 7.3(c‎6.3(c) through 7.3(i) inclusive has been satisfied; (ii) a certificatecertificate of the Company, dated as of the Closing Date and Date, executed by a duly authorized officer of the Company on behalf of the Company by its SecretaryCompany, in a form acceptable to the Acquirer, certifying that attached thereto are true and complete copies of (A) the Company’s certificate of incorporation (Awhich, in the case of a Private Company Closing, shall reflect the Charter Amendment) articles(the “Certificate of Incorporation”), (B) bylawsthe Company’s bylaws (the “Bylaws”), (C) unanimous resolutions adopted by the board resolutions of directors of the Company (I) approving the Share Purchase Merger and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (II) approving the treatment of the Company Options and Company Warrants in accordance with the terms hereof and (III) such other items, all in a form acceptable to the Acquirer (and that all such resolutions are in full force and effect and are the only resolutions adopted by the board of directors of the Company in connection with the transactions contemplated hereby and thereby), (D) all resolutions adopted by the stockholders of the Company approving the Merger and adopting this AgreementAgreement (and that all such resolutions are in full force and effect and are the only resolutions adopted by the stockholders of the Company in connection with the transactions contemplated hereby and thereby) and other items, all in a form acceptable to the Acquirer, and (DE) the incumbency of each of the Company’s officers authorized to sign, on behalf of the Company, this Agreement and the other matters in Buyer’s reasonable discretionTransaction Documents executed or to be executed and delivered by the Company pursuant to this Agreement; (iii) Written Consents executed by each Consenting Stockholder and the Requisite Majority of Company Stockholders, to evidence the approval of this Agreement, the Merger and the transactions contemplated hereby (including, in the event of a written opinion from Private Company CounselClosing, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to BuyerCharter Amendment); (iv) the General Escrow Agreement and the Separate Escrow Merger Support Agreement, each dated as of the Closing Date and duly executed by the Closing Requisite Majority of Company Shareholders and the Shareholders’ AgentStockholders; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a);reserved. (vi) the Merger Support Agreement, with certain specific revisions requested by Acquirer, duly executed by New Direction Trust Company; (vii) Company Award Holder Consent executed by each holder of Company Options; (viii) Company Warrant Holder Consent executed by each holder of Company Warrants; (ix) Convertible Instrument Cancellation Agreements executed by each party to a Company Convertible Instrument; (x) evidence satisfactory to Buyer Acquirer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, officers of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the ClosingEffective Time; (viixi) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by ‎a certificate from the Secretary of the Company, authorizing the termination of each or all State of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements State of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), Delaware and each other state, province state or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated corporation, within three days two (2) Business Days prior to Closing, certifying that the Company is in good standing and that all applicable Taxes and fees of the Company through and including the Closing Date have been paid; (xii) the Estimated Closing Adjustments Statement completed to include all of the information specified in Section ‎1.11(a)(i), which shall be delivered at least five (5) Business Days prior to the Closing Date certifying that the Company or such Subsidiary is in good standingaccordance with Section ‎1.11(a)(i); (x) evidence satisfactory to Buyer of (Axiii) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Consideration Spreadsheet completed to include all of the information specified in Section 6.8 ‎1.16, which shall be delivered at least five (5) Business Days prior to the Closing in accordance with Section ‎1.16; (xiv) written acknowledgments (each, a “Payoff Letter”) pursuant to which any obligee of any Closing Transaction Expense or Closing Indebtedness acknowledges: (A) the total amount of any Closing Transaction Expense or Closing Indebtedness that is payable to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise payable on or before the Closing; (B) that upon the full payment of such total amount, there shall be no further amounts owed by any of the Company or any stockholders of any of the foregoing for services provided prior to or at Closing or payments made as a result of Closing, with respect to this Agreement or the transactions contemplated by this Agreement; and (C) that, to the extent applicable, all Encumbrances securing such Closing Transaction Expense or Closing Indebtedness shall be fully satisfied and released, and that the Company or its representatives are authorized to make any necessary filings or applications to record such satisfaction and release; (xv) FIRPTA documentation, including (A) a notice to the IRS, in accordance with the requirements of the Treasury Regulations promulgated under the Code Section 1.897-2(h)(2), in the form reasonably acceptable requested by Acquirer, dated as of the Closing Date and executed by the Company, together with written authorization for the Acquirer to Buyer deliver such notice form to the IRS on behalf of the Company after the Closing, and (B) a certificate FIRPTA Notification Letter, in the form requested by Acquirer, dated as of the Closing Date and executed by the Company; (xvi) the Escrow Agreement, duly executed by the Securityholders’ Agent; (xvii) the Paying Agent Agreement, duly executed by the Securityholders’ Agent; (xviii) the Holdback Agreement, duly executed by all Holdback Participants; (xix) the Certificate of Merger, duly executed by the Chief Executive Officer of the Company; (xx) the Employment Agreements, dated effective as of the Closing DateClosing, certifying that such Spreadsheet is trueduly executed by at least five of the six Continuing Employees, correct and completeincluding each Key Person; (xiixxi) evidence, in form and substance reasonably satisfactory to the Transaction Expenses CertificateAcquirer, which certificate shall be accompanied that all third-party consents set forth in Schedule 6.3(f) or that are identified by such supporting documentationAcquirer prior to Closing, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenseshave been received; (xiiixxii) if the Company Net Debt Balance Certificateis required to solicit stockholder approval as contemplated by Section ‎5.14, which certificate shall be accompanied a parachute payment waiver, in the form requested by Acquirer (the “Parachute Payment Waiver”), executed by each Person otherwise entitled to receive Section 280G payments, and evidence that each such Parachute Payment Waiver was executed by each such Person prior to the solicitation of the stockholder approval contemplated by Section ‎5.14; (xxiii) an electronic copy of the documents and information uploaded to the Company’s virtual data room (including the Company’s audited financial statements, and all relevant book keeping system and records, and relevant supporting documentationworking papers); (xxiv) The written resignations of the directors listed in Schedule ‎1.9(b)(xxiv) (the “Resigning Directors”), information and calculations as are reasonably necessary for Buyer to verify and determine together with: (i) a written acknowledgment from each such Resigning Director that he or she has no claim whatsoever against the Company Net Debt Balanceor its Affiliates; and (ii) a waiver and release from, and the termination of any indemnity agreement previously entered into between such director and any of the Company or its Affiliates, all in the form set forth in Schedule ‎1.9(b)(xxiv); (xxv) in the event of a Private Company Closing and otherwise if holders of a majority of each class of shares of the Company has approved and adopted the Charter Amendment, evidence of the filing and effectiveness of a certificate of amendment to the Company’s amended and restated certificate of incorporation substantially in the form of Exhibit F (the “A&R Charter”); and (xivxxvi) complete Executed termination, waiver and correct copies release agreements duly executed by each of the individuals and entities listed in Schedule ‎1.9(b)(xxvi)(a), all executed stock option grants and agreements relating to the New Company Options, in the form provided forms set forth in Schedule‎1.9(b)(xxvi)(b). Receipt by Acquirer of any of the Buyeragreements, instruments, certificates or documents delivered pursuant to this Section ‎1.9(b) shall not be deemed to be an agreement by Acquirer and/or Merger Sub that the information or statements contained therein are true, correct or complete, and shall not diminish Acquirer’s or Merger Sub’s remedies hereunder if any of the foregoing agreements, instruments, certificates or documents are not true, correct or complete.

Company Deliveries. The Company shall deliver to Buyer Buyer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officera duly authorized officer of the Company, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) Sections 10.1 and Sections 7.3(c) through 7.3(i) inclusive 10.2 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesa true, complete and correct copy of the certificate of incorporation of the Company, as in effect on the Closing Date, (B) bylawsa true, complete and correct copy of the by-laws of the Company, as in effect on the Closing Date, (C) board resolutions of the Company Board approving and authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, (D) resolutions of the Company Stockholders approving the Share Purchase Merger and adopting this Agreement, and (DE) specimen signatures of the officers of the Company authorized to sign this Agreement and the other matters in Buyer’s reasonable discretiondocuments delivered by the Company pursuant to this Agreement; (iii) a written opinion from certificate issued by the Secretary of State of the State of New Jersey and each other jurisdiction in which the Company Counseland each of its Subsidiaries is qualified to do business, covering the matters set forth on Exhibit A, dated certifying as of a date no more than five (5) days prior to the Closing Date and addressed to Buyerthat the applicable company is in good standing under the Laws of such jurisdictions; (iv) appropriate payoff letters from the General Escrow Agreement holders of Indebtedness and the Separate Escrow Agreement, each dated as evidence of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agentrelease of all related Liens; (v) the Employment Documentation, certificates and other documents required to be delivered at Closing as provided by Buyer, executed by as many of the individuals set forth described in Schedule 7.3(f) as is possible, consistent with Section 6.10(a);Article III; and (vi) evidence satisfactory such other documents, certificates and instruments as Buyer may reasonably request in order to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior give effect to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction transactions contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the Buyerhereby.

Company Deliveries. The Subject to fulfillment or waiver of the conditions set forth in Article 8, at the Closing the Company shall deliver to Buyer at or prior to the Closing, each Purchaser all of the following: (ia) a certificateA copy of the Certificate of Incorporation, dated as amended, certified as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified recent date by the Secretary of State of Delaware. (b) A certificate of good standing of the Company, authorizing the termination issued as of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed a recent date by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts Secretary of State of Delaware and the Secretary of State of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and Commonwealth of Massachusetts. (Cc) the amendment of each Certificate of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer secretary of the Company, dated as of the Closing Date, certifying that such Spreadsheet is truein a form and substance reasonably satisfactory to Purchaser, correct as to: (i) no amendments to the Certificate of Incorporation since a specified date; (ii) the Bylaws; (iii) the resolutions of the Board of Directors, or committee thereof, authorizing the execution, delivery and complete;performance of this Agreement, the other Transaction Agreement and the transactions contemplated thereby; and (iv) incumbency and signatures of the officers of the Company executing this Agreement and any Transaction Agreement. (xiid) The certificate contemplated by Section 7.1(a), duly executed by an executive officer of the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses;Company. (xiiie) the Company Net Debt Balance CertificateThe legal opinion of Xxxxxxx Procter LLP, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating counsel to the New Company OptionsCompany, dated the Closing Date, addressed to the Purchaser, in the form provided of Exhibit G. (f) The Note, duly executed by an authorized officer of the Company. (g) The Assignment Agreement, duly executed by an authorized officer of the Company. (h) The Celecoxib License Agreement, duly executed by an authorized officer of the Company. (i) The Registration Rights Agreement, duly executed by an authorized officer of the Company. (j) The Security Agreement, duly executed by an authorized officer of the Company. (k) All consents, waivers or approvals obtain by the BuyerCompany with respect to the consummation of the transactions contemplated by the Transaction Agreements. (l) Such other documents, instruments, approvals or opinions relating to the transaction contemplated by the Transaction Agreements as the Purchaser may reasonably request.

Company Deliveries. The Company shall deliver to Buyer at or prior Subject to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each fulfillment or waiver of the conditions set forth in Section 6.10(b)5.1, 7.3(athe Company shall deliver to Buyer all of the following: (a) The minute books and Sections 7.3(c) through 7.3(i) inclusive has been satisfiedstock records of the Company and any of its Subsidiaries; (b) A certified copy of the Company’s articles of incorporation issued by the Arizona Corporation Commission; (c) A certificate of good standing of the Company issued not earlier than ten (10) days prior to the Closing Date by the Arizona Corporation Commission; (d) A certificate of the secretary of the Company certifying as true and correct a copy of the Company’s bylaws; (e) A certificate of the secretary of the Company certifying as true and correct the following: (i) the incumbency and specimen signature of each officer of the Company executing this Agreement or any Company Document; (ii) a certificatecopy of the resolutions of the Company’s Board of Directors authorizing the execution, dated delivery and performance of this Agreement and the Company Documents and the transactions contemplated hereby and thereby; (iii) the receipt of the Shareholder Approval as of the Closing Date Closing, all in form and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed substance reasonably satisfactory to Buyer; (ivf) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and A closing certificate duly executed by the Closing Company Shareholders chief executive officer and the Shareholders’ Agentchief financial officer of the Company, pursuant to which the Company certifies to Buyer that: (i) the conditions set forth in Sections 5.2 and 5.3 shall have been satisfied (or, if any such condition shall not have been satisfied, specifying the circumstances of such failure to be satisfied and the Company’s express waiver of such condition); and (ii) all documents to be executed and delivered by the Company at the Closing have been duly authorized and executed; (vg) An opinion of legal counsel to the Employment Documentation, as provided by Buyer, executed by as many Company. (h) Evidence reasonably satisfactory to Buyer that the Company has obtained all of the individuals set forth in Schedule 7.3(f) as is possibleconsents, consistent with authorizations, approvals, waivers and exemptions contemplated under Section 6.10(a3.1(b); (vii) evidence satisfactory An original counterpart of the Indemnification Escrow Agreement duly executed by the Equity Holders’ Representative; (j) Original counterparts to Buyer the Payout Letter and the Lien Terminations; (k) Original counterparts to the Option Cancellation Agreement executed by the Company and each holder of Vested Options and original counterparts to the Option Acceleration and Cancellation Agreement executed by the Company and each holder of Accelerated Options; (Al) Original counterparts to the resignation and release Assignment of Inventions Agreement executed by each of the directors and Retained Employees; (m) Original counterparts of each other Company Document to be delivered at Closing duly executed by the Company; (n) Written resignation from each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time any of its termination, with such amendment and termination to be Subsidiaries effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xiio) A certification dated not more than thirty (30) days prior to the Transaction Expenses Certificate, which certificate shall be accompanied Effective Time and signed by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the effect that the Company Net Debt Balanceis not, nor has it been within five years of the date of the certification, a “United States real property holding corporation” as defined in Section 897 of the Code; and (xivp) complete and correct copies of Without limiting the foregoing, all executed stock option grants and agreements relating other documents reasonably requested from the Company by Buyer to consummate the New Company Options, in the form provided by the Buyertransactions contemplated hereby.

Company Deliveries. The Company shall deliver to Buyer Acquiror, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its President and Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a6.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe Company's Articles of Incorporation in effect, (B) bylawsthe Company's bylaws in effect, (C) the Company's board resolutions approving the Share Purchase Merger, this Agreement, and adopting the Articles of Merger, (D) the Company Shareholder Consent, (E) the incumbency of each of the Company's officers authorized to sign, on behalf of the Company, this Agreement, the Articles of Merger, and any agreements, instruments, documents and certificates executed or to be executed and delivered by the Company pursuant to this Agreement, and (DE) other matters in Buyer’s Acquiror's reasonable discretion; (iii) a written opinion from Company Counsellegal counsel to the Company, covering Qpass Austria GmbH (formerly, Universal Communications Platform AG) and Qpass UK Limited, in the matters set forth form attached hereto as on Exhibit AX-0, X-0 and D-3, respectively, dated as of the Closing Date and addressed to BuyerAcquiror and Sub; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ ' Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many evidence reasonably satisfactory to Acquiror of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the ClosingEffective Time; (vi) true, correct and (Bcomplete copies of all election statements under Section 83(b) if requested by Buyer, the appointment of new officers and directors of the Company Code that are in the Company's possession with respect to any unvested securities or other property issued by the Company, any Subsidiary or any ERISA Affiliate to any of their respective employees, non-employee directors, consultants and of each Subsidiary which appointments are to become effective at the Closingother service providers; (vii) the Consulting Agreement a duly executed by the Designated Contractor280G Certification pursuant to and as defined in Section 5.13 hereof; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry Secretary of Government Services (Ontario), State of the State of Washington and each other state, province State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is validly existing or in good standing (to the extent that such jurisdiction recognizes the concept of valid existence or good standing) and that all applicable corporate franchise or other similar Taxes and fees of the Company or such Subsidiary due and payable through the date of such certificate have been paid; (xix) evidence reasonably satisfactory to Buyer Acquiror of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase Merger or any other transaction contemplated by this Agreement under the contracts listed or described in on Schedule 1.5(b)(x)-1 hereto1.4(b)(ix)-1 hereto and such other consents or waivers as listed or described on Schedule 1.4(b)(ix)-1, (B) the termination of each of the contracts of the Company listed or described in on Schedule 1.5(b)(x)-2 1.4(b)(ix)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in on Schedule 1.5(b)(x)-3 1.4(b)(ix)-3 hereto in the manner described on such Schedule with respect to each such contract, and (D) the termination or waiver of any rights of first refusal, rights to any liquidation preference or redemption rights of any Company Shareholder, effective as of and contingent upon the Closing; (xix) the Spreadsheet completed to include all of the information specified in Section 6.8 5.9 in a form reasonably acceptable to Buyer Acquiror and a certificate executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, accurate, correct and complete; (xiixi) a certificate executed by the President and Chief Executive Officer of the Company, in the form and substance satisfactory to Acquiror, setting forth and certifying the Company's aggregate liability for Transaction Expenses Certificateas of the Closing Date (including all Transaction Expenses paid by the Company through such date), which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer Acquiror to verify and determine the amount of such Transaction ExpensesExpenses as of the Closing Date (the "TRANSACTION EXPENSE CERTIFICATE"); (xiiixii) executed letters from (i) 100% of the Company Net Debt Balance CertificateOptionholders listed on Schedule 1.4(b)(xii) and (ii) those additional Company Optionholders, such that the aggregate number of shares of Company Common Stock issuable upon exercise of Company Options held by such Company Optionholders when taken together with those held by the Company Optionholders listed on Schedule 1.4(b)(xii), shall constitute 97.0% of the total number of Company Common Stock issuable upon exercise of all Company Options issued and outstanding (the "REQUISITE OPTIONHOLDERS"), in substantially the form attached hereto as Exhibit H; (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit F, dated as of the Closing Date and executed by the Company, together with written authorization for Acquiror to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit G, dated as of the Closing Date and executed by the Company; (xiv) a true and correct copy of the Company's consolidated audited financial statements as of and for the fiscal year ended December 31, 2005 (including, balance sheet, profit and loss statement, statement of changes in shareholders equity and statements of cash flow, and any related notes thereto), together with a signed report of the Company's independent auditors attached thereto, which certificate shall report will be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine unqualified (the Company Net Debt Balance"2005 AUDITED FINANCIAL STATEMENTS"); and (xivxv) complete certificate or payoff letter, in a customary form reasonably satisfactory to Acquiror, from all of the holders of the Company Debt certifying the amounts of any and correct copies all outstanding Company Debt owed to each such debtor as of all executed stock option grants and agreements relating no later three days prior to the New Closing Date, including confirmation that UCC-2 or UCC-3 termination statements, or analogous instruments under applicable foreign law, shall be executed by each such debtor holding a security interest in any assets of the Company Options, in or any Subsidiary as of the form provided by repayment of the Buyeramounts stated therein terminating any and all such security interests and that all Encumbrances on assets of the Company and its Subsidiaries shall be released upon repayment of the amounts stated therein.

Company Deliveries. The (a) Concurrently with the execution of this Agreement, the Company shall deliver or cause to Buyer at or prior be delivered to the Closing, each of the followingParent: (i) a certificate, dated as of the The Estimated Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfiedBalance Sheet; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionAn Accounts Receivable Aging Schedule; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to BuyerThe Estimated Tax Adjustment Statement; (iv) The Schedule of Estimated Company Transaction Costs; and (v) A resolution of the General Escrow Board of Directors of the Company, certified by the Company’s Secretary, authorizing the execution, delivery and performance of this Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and other documents referred to herein to be executed by the Closing Company Shareholders Company, and the Shareholders’ Agentconsummation of the transactions contemplated hereby in accordance with the DGCL and the Company’s certificate of incorporation and bylaws, a copy of which is attached hereto as Exhibit H; (b) At the Closing, the Company shall deliver or cause to be delivered: (i) An action by written consent of the Required Securityholders, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by the Company or the Representative, and the consummation of the transactions contemplated hereby in accordance with the DGCL and the Company’s certificate of incorporation and bylaws, a form of which is attached hereto as Exhibit I; (ii) The Company Closing Certificate; (iii) An opinion of Doty, Barlow, Xxxxx & Xxxxxx, LLP, counsel to the Company, dated the Closing Date, a form of which is attached hereto as Exhibit G-2; (iv) Releases, executed by each of the Required Securityholders; (v) Counterparts of the Employment Documentation, as provided by Buyeragreements listed on Schedule E hereto, executed by as many each of the individuals set forth in Persons listed on Schedule 7.3(f) as is possible, consistent with Section 6.10(a)E hereto and dated the Closing Date; (vi) evidence satisfactory to Buyer of (A) the resignation and release of each Resignations of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closingsuch officers as requested by Parent; (vii) Evidence reasonably satisfactory to Parent of the Consulting Agreement duly executed by replacement of the Designated ContractorCompany’s bank account signatories with Parent’s designees; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior Evidence reasonably satisfactory to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by Parent that the Company Boardand the Securityholders, certified by the Secretary as applicable, have terminated each of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the ClosingTerminated Agreements; (ix) a certificate from A certificate, in form and substance reasonably acceptable to Parent meeting the Ministry requirements of Government Services (Ontario)Sections 1.879-2(h) and 1.1445-2(c) of the Treasury Regulations, duly completed and each other state, province or other jurisdiction in which executed by the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standingOutstanding Shares and Outstanding Options are not United States real property interests; (x) evidence satisfactory any Letters of Transmittal and Option Surrender Agreements executed by the Securityholders or Optionholders prior to Buyer of (A) or on the novation or consent to assignment of any Person whose novation or consent to assignment, as Closing Date and in the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts possession of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) on the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contractClosing Date; (xi) a Subordination Agreement, in the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate attached hereto as Exhibit J, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and completeRequired Securityholders; (xii) an Omitted Options Release, executed by each of the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses;Omitted Optionholders; and (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerThe Transaction Costs Releases.

Company Deliveries. The In connection with and at the Closing, the Company shall deliver to Buyer at or prior to the Closing, each of CSFB Entities the followingfollowing items: (iA) one or more certificate(s) representing 37,504 shares of Series B Preferred issued in accordance with Section 2.1(b), duly executed; (B) a certificate of elimination in respect of the Series A Preferred, executed by a duly authorized officer of the Company and duly approved by the Board, as filed with the Secretary of State of the State of Delaware (the “Certificate of Elimination”), and the Certificate of Designation for the Series B Preferred in the form of Exhibit A attached hereto, each executed by a duly authorized officer of the Company and duly approved by the Board, as filed with the Secretary of State of the State of Delaware; (C) duly executed counterparts of the CSFB Loan Documents Amendments, including but not limited to the Credit Agreement Amendment and the Security Agreement Amendment as set forth in Exhibit C hereto; (D) the legal opinions of Milbank, Tweed, Xxxxxx & XxXxxx LLP as to the Exchange and the shares of Series B Preferred issued in connection therewith and the CSFB Loan Documents Amendments, in each case dated as of the Closing Date, in form and substance reasonably satisfactory to the CSFB Entities and duly executed; (E) a certificate, dated as of the Closing Date Date, and executed on behalf signed by the general counsel of the Company by its Chief Executive Officer, as to the effect that each Company’s organizational documents, resolutions authorizing the execution, delivery and performance of this Agreement and the conditions set forth transactions contemplated hereby, the certificate(s) representing the shares of Series B Preferred to be issued in Section 6.10(b)the Exchange and attesting to the incumbency of its signing officers, 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfiedduly executed; (iiF) a certificate“long form” good standing certificate for the Company, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent; (v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a); (vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later more than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractor; (viii) unless otherwise requested by Buyer in writing no less than three Business Days two business days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified issued by the Secretary of the Company, authorizing the termination of each or all State of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements State of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry of Government Services (Ontario), and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (x) evidence satisfactory to Buyer of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contract; (xi) the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt BalanceDelaware; and (xivG) complete and correct copies of all executed stock option grants and agreements relating to such other written instruments, certificates or documents as the New Company Options, in the form provided by the BuyerCSFB Entities or their counsel may reasonably request.

Company Deliveries. The (a) Concurrently with the execution of this Agreement, the Company shall deliver or cause to Buyer at or prior be delivered to the Closing, each of the followingParent: (i) a certificate, dated as of the Estimated Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfiedBalance Sheet; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretionan Accounts Receivable Aging Schedule; (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to BuyerEstimated Tax Adjustment Statement; (iv) the General Escrow Schedule of Estimated Company Transaction Costs; and (v) a resolution of the Board of Directors of the Company, certified by the Company’s Secretary, authorizing the execution, delivery and performance of this Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and other documents referred to herein to be executed by the Closing Company Shareholders Company, and the Shareholders’ Agentconsummation of the transactions contemplated hereby in accordance with the CGCL and the Company’s certificate of incorporation and bylaws, a copy of which is attached hereto as Exhibit H; (b) At the Closing, the Company shall deliver or cause to be delivered: (i) an action by written consent of the Required Securityholders, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by the Company or the Representative, and the consummation of the transactions contemplated hereby in accordance with the CGCL and the Company’s certificate of incorporation and bylaws, a form of which is attached hereto as Exhibit I; (ii) the Company Closing Certificate; (iii) an opinion of Xxxxxxx Law Offices counsel to the Company, dated the Closing Date, a form of which is attached hereto as Exhibit G 2; (iv) counterparts of each Release, executed by each of the Securityholders; (v) counterparts of the Employment Documentation, as provided by Buyeragreements listed on Schedule C hereto, executed by as many each of the individuals set forth in Persons listed on Schedule 7.3(f) as is possible, consistent with Section 6.10(a)C hereto and dated the Closing Date; (vi) evidence satisfactory to Buyer of (A) the resignation and release of each resignations of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closingsuch officers as requested by Parent; (vii) evidence reasonably satisfactory to Parent of the Consulting Agreement duly executed by replacement of the Designated ContractorCompany’s bank account signatories with Parent’s designees; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior evidence reasonably satisfactory to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by Parent that the Company Boardand the Securityholders, certified by the Secretary as applicable, have terminated each of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the ClosingTerminated Agreements; (ix) a certificate from certificate, in form and substance reasonably acceptable to Parent meeting the Ministry requirements of Government Services (Ontario)Sections 1.897 2(h) and 1.1445 2(c) of the Treasury Regulations, duly completed and each other state, province or other jurisdiction in which executed by the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation dated within three days prior to the Closing Date certifying that the Company or such Subsidiary is in good standingOutstanding Shares and Outstanding Options are not United States real property interests; (x) evidence satisfactory any Letters of Transmittal and Option Surrender Agreements executed by the Securityholders prior to Buyer of (A) or on the novation or consent to assignment of any Person whose novation or consent to assignment, as Closing Date and in the case may be, may be required in connection with the Share Purchase or any other transaction contemplated by this Agreement under the contracts listed or described in Schedule 1.5(b)(x)-1 hereto, (B) the termination of each of the contracts possession of the Company listed or described in Schedule 1.5(b)(x)-2 hereto, and (C) on the amendment of each of the contracts of the Company listed or described in Schedule 1.5(b)(x)-3 hereto in the manner described on such Schedule with respect to each such contractClosing Date; (xi) a Subordination Agreement, in the Spreadsheet completed to include all of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate attached hereto as Exhibit J, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and completeSecurityholders; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction ExpensesCosts Releases; (xiii) evidence that each of U.S. Patent Application Nos. (1) 60/483,449 filed June 26, 2003, (2) 60/350,126 filed January 18, 2002, (3) 10/348,211 filed January 16, 2003, (4) 10/601,054 filed June 20, 2003, and (5) 60/390,514 filed June 21, 2002 has been assigned to the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt BalanceCompany; and (xiv) complete and correct fully executed copies of all executed stock option grants the At Will Employment, Confidential Information, Invention Assignment, and agreements relating to the New Company OptionsArbitration Agreement, in the form provided attached hereto as Exhibit L, executed by each employee of the BuyerCompany except Xxxxxxx Xxxxxx; (xv) the Confidentiality, Invention Assignment and Arbitration Deed, in the form attached hereto as Exhibit M, executed by each of Xxxxxxx Xxxxxx and ClickTracks Web Analytics UK, Ltd.; (xvi) the Invention Assignment, in the form attached hereto as Exhibit N, executed by each of Xxxx Xxxxxxx and the Company; and (xvii) fully executed copies of the Exchange Agreement, in the form attached hereto as Exhibit O, executed by each Person the Company promised or agreed to award Options to who never received such Options.

Company Deliveries. The Company shall deliver to Buyer Acquiror, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and Date, executed on behalf of the Company by its Chief Executive Officera duly authorized officer of the Company, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(aclauses (a) and Sections 7.3(c(d) through 7.3(i) inclusive of Section 6.3 has been satisfiedsatisfied (the “Company Closing Certificate”); (ii) a certificate, dated as of the Closing Date and Date, executed on behalf of the Company by its Secretary, certifying the Company’s (A) articlesthe Organizational Documents, (B) bylawsthe resolutions of the Company Board approving the Merger and adopting this Agreement and the Certificate of Merger, and (C) board resolutions approving the Share Purchase and adopting this AgreementCompany Stockholder Approval, and that all such resolutions are in full force and effect and are the resolutions adopted in connection with the transactions contemplated hereby (D) other matters in Buyerthe “Company Secretary’s reasonable discretionCertificate”); (iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer; (iv) the General Escrow Agreement and the Separate Escrow Paying Agent Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the ShareholdersCompany Holders’ Agent; (viv) the Employment Documentation, as provided by Buyeran Offer Letter and Employee Confidentiality Agreement with Acquiror or its Affiliates, executed by as many each of the employees contemplated by Section 6.3(e); (v) a Non-Competition Agreement with Acquiror or its Affiliates, executed by each of the individuals set forth in on Schedule 7.3(f) as is possible, consistent with Section 6.10(a)6.3(f)-1 to the Disclosure Letter; (vi) a Retention Agreement with Acquiror or its Affiliates, executed by each of the individuals on Schedule 1.4(b)(vi) to the Disclosure Letter; (vii) evidence satisfactory to Buyer Acquiror of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Company Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such SubsidiaryClosing, effective no later than immediately prior to the ClosingEffective Time, from their positions as such and (B) if requested by Buyernot from employment, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing; (vii) the Consulting Agreement duly executed by the Designated Contractorwhere employed; (viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the date immediately preceding the Closing Date and contingent upon the Closing; (ix) a certificate from the Ministry Secretary of Government Services (Ontario), State of the State of Delaware and each other state, province or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a domestic or foreign corporation Secretary of State of California dated within three days (3) Business Days prior to the Closing Date certifying that the Company or such Subsidiary is in good standing; (ix) the Consideration Spreadsheet completed to include all of the information specified in Section 5.8 and a certificate executed by a duly authorized officer of the Company, dated as of the Closing Date, certifying on behalf of the Company that such Consideration Spreadsheet is accurate and complete; (x) a certificate executed on behalf of the Company by a duly authorized officer of the Company, dated as of the Closing Date, estimating the following amounts as of the close of business on the day immediately prior to the Closing Date and that such certificate includes all of the Transaction Expenses paid or payable at or following the Closing Date (the “Closing Statement”): (A) the total amount of Company Cash (the “Estimated Company Cash”) along with the Company’s good faith calculation of such amount in reasonable detail; (B) the amount of Transaction Expenses not paid (including an itemized list of each such Transaction Expense with a description of the nature of such expense and the Person to whom such expense is owed) (“Estimated Transaction Expenses”); (C) an itemized list of all obligations, including principal, interest and premiums, as applicable, with respect to each item of Company Debt (“Estimated Company Debt”) with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed, as applicable, and an aggregate total of such Company Debt; and (D) the total amount of Net Working Capital (“Estimated Net Working Capital”) along with the Company’s good faith calculation of such amount in reasonable detail. (xi) (A) a properly completed and duly executed certificate, meeting the requirements of Treasury Regulations Sections 1.897-2(h)(1) and 1.1445-2(c)(3) and dated as of the Closing Date, to the effect that the Company is not, and has not been during the applicable time period set forth in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation,” and accordingly, the Company Capital Stock are not “United States real property interests,” in each case within the meaning of Section 897 of the Code, and (B) a properly completed and duly executed notice to the Internal Revenue Service that corresponds to such certificate pursuant to Treasury Regulations Section 1.897-2(h)(2), together with written authorization for Acquiror to deliver such notice and certificate to the Internal Revenue Service on behalf of the Company after the Closing Date; (xii) the Sellers’ Agreement duly executed by the holders of at least 90% of the issued and outstanding shares of Company Capital Stock, which such Sellers’ Agreement shall be in full force and effect; and (xiii) an Option Cancellation Agreement from the holders of at outstanding Company Options representing at least 90% of the shares of Company Common Stock underlying Company Options, which such Option Cancellation Agreement shall be in full force and effect; (xiv) a Warrant Cancellation Agreement with respect to the SVB Warrant, which such Warrant Cancellation Agreement shall be in full force and effect; (xv) a Note Cancellation Agreement from 85% of the holders of Company Notes, which such Note Cancellation Agreement shall be in full force and effect; and (xvi) evidence satisfactory to Buyer Acquiror of (A) the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Share Purchase Merger or any other transaction contemplated by this Agreement under the contracts Contracts listed or described in on Schedule 1.5(b)(x)-1 hereto1.4(b)(xvi)-1 to the Disclosure Letter, (B) the termination of each of the contracts Contracts of the Company listed or described in on Schedule 1.5(b)(x)-2 hereto1.4(b)(xvi)-2 to the Disclosure Letter, and (C) the amendment of each of the contracts Contracts of the Company listed or described in on Schedule 1.5(b)(x)-3 hereto 1.4(b)(xvi)-3 to the Disclosure Letter in the manner described on such Schedule with respect to each such contract; Contract, and (xiD) the Spreadsheet completed termination or waiver of any rights of first refusal, rights to include all any liquidation preference or redemption rights of the information specified in Section 6.8 in a form reasonably acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Companyany Company Holder, dated effective as of and contingent upon the Closing Date, certifying that such Spreadsheet is true, correct and complete; (xii) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the amount of Transaction Expenses; (xiii) the Company Net Debt Balance Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Buyer to verify and determine the Company Net Debt Balance; and (xiv) complete and correct copies of all executed stock option grants and agreements relating to the New Company Options, in the form provided by the BuyerClosing.