Common use of CONDITIONS TO CONSUMMATION OF THE MERGER Clause in Contracts

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 SECTION 7.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The respective obligations of each party to effect the Merger shall be are subject to the satisfaction at or waiver of the following conditions prior to the Effective Time of the following conditionsTime: (a) Any waiting period applicable the receipt of regulatory approvals which approvals shall not have imposed any condition or requirement which in the judgment of Compass would adversely impact the economic or business benefits of the transactions contemplated by this Agreement or otherwise would in the judgment of Compass be so burdensome as to render inadvisable the consummation of the Merger under the HSR Act shall have expired or been terminatedMerger, and no action shall have been instituted by the Department expiration of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated.any applicable waiting period with respect thereto; (b) The Registration Statement shall have become effective in accordance with the Closing will not violate any injunction, order or decree of any court or governmental body having competent jurisdiction; (c) unless the provisions of Section 1.8(e) apply, a registration statement covering the Compass Common Stock to be issued in the Merger shall be effective under the Securities Act and any applicable state securities or "blue sky" acts and no stop order suspending the effectiveness of the Registration Statement such registration statement shall be in effect and no proceeding proceedings for such purpose purpose, or any proceedings under the SEC or applicable state securities authorities rules with respect to the transactions contemplated hereby, shall be pending before or threatened by the SEC.SEC or any applicable state securities or blue sky authorities; and (cd) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote shares of the stockholders of Company and the issuance of the Parent Shares Compass Common Stock to be issued in connection with the Merger shall have been authorized by approved for listing on the requisite vote NASDAQ, subject to official notice of the stockholders of Parent, in each case in accordance with applicable lawissuance. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of the Company; (b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any court or other Governmental Entity and continued in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger; (c) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; (d) the S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and Parent shall have received all state securities laws or "blue sky" permits and authorizations necessary to issue shares of Parent Common Stock in exchange for the Shares in the Merger; (e) the Company and Parent each shall have received from E&Y a letter stating that after appropriate review of this Agreement and based upon its familiarity with the issuance Company and Parent, following the Merger the Company and Parent are entities that qualify as parties to a pooling of interests transaction under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations and such letter shall not have been withdrawn or modified in any material respect; (f) [intentionally omitted]; and (g) the closing contemplated by the Asset Purchase Agreement (United States), dated as of September 24, 1996, by and among Acquisition, Telectronics Pacing Systems, Inc. and TPLC, Inc. shall have occurred. SECTION 5.2. Conditions to the Obligations of the Company. The obligation of the Company to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations and warranties of Parent Shares and Acquisition contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct in all material respects at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except for the representation and warranty made in the first sentence of Section 3.12(d), which is being made only as of the date of this Agreement), and at the Closing Parent and Acquisition shall have delivered to the Company a certificate to that effect; (b) each of the obligations of Parent and Acquisition to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time, and at the Closing Parent and Acquisition shall have delivered to the Company a certificate to that effect; (c) each Parent Affiliate shall have delivered and performed his or her obligations under the letter referenced in Section 4.15; (d) the shares of Parent Common Stock issuable to the Company stockholders pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have been authorized by for listing on the requisite vote Nasdaq Stock Market (or any subsequent national securities exchange on which shares of Parent Common Stock are then listed for trading) upon official notice of issuance; (e) the opinion of Xxxxxxxx & Xxxxxxxx, counsel to the Company, addressed to the Company substantially to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the stockholders Code; (ii) each of Parent, Acquisition and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code; and (iii) no gain or loss will be recognized by a stockholder of the Company as a result of the Merger with respect to Shares converted into shares of Parent Common Stock (other than with respect to cash received in lieu of fractional shares of Parent Common Stock), dated the Closing Date, shall have been delivered and such opinion shall not have been withdrawn or modified in any material respect; (f) there shall have been no events, changes or effects with respect to Parent or its subsidiaries (other than such events, changes or effects that arise out of or result from the execution of this Agreement or the proposed consummation of the Merger and the other transactions contemplated hereby) having or which would have a Parent Material Adverse Effect; (g) Parent and Acquisition shall have executed with State Street Bank and Trust Company a supplemental indenture with respect to the Convertible Notes, which supplemental indenture shall provide that upon consummation of the Merger, (i) Acquisition shall assume the due and punctual payment of the principal of and interest on all the Convertible Notes and the performance and observance of every covenant to be performed or observed by the Company under the Indenture under which such Convertible Notes were issued, (ii) the holder of each case Convertible Note outstanding immediately following the Merger thereafter shall have the right to convert such Convertible Note into Parent Common Stock at the rate of 34.90908 shares of Parent Common Stock for each $1,000 principal amount of the Convertible Notes and (iii) Parent shall assume as a joint obligor Acquisition's obligations to pay the principal of and premium, if any, and interest on the Convertible Notes; (h) the Agreement, dated the date hereof, between Intermedics, Inc. and Acquisition (the "Intermedics Consent") shall be in accordance full force and effect without any modification or amendment that would materially and adversely affect the ability of the Surviving Corporation following the Effective Time to conduct the operations of the Company as such operations are conducted by the Company on the date of this Agreement; (i) Acquisition shall have offered to enter into an employment agreement in the form annexed hereto as Exhibit A with applicable laweach of the persons listed in Section 5.2(i) of the Company Disclosure Schedule; and (j) Intermedics, Inc. and Acquisition shall have entered into the 1996 License Agreement referred to in the Intermedics Consent, such 1996 License Agreement to be in substance as described in the Intermedics Consent as determined in the reasonable judgment of the Company. SECTION 5.3. Conditions to the Obligations of Parent and Acquisition. The respective obligations of Parent and Acquisition to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations and warranties of the Company contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct in all material respects at and as of the Effective Time with the same effect as if made at and as of the Effective Time, and at the Closing the Company shall have delivered to Parent and Acquisition a certificate to that effect; (b) each of the obligations of the Company to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time, and at the Closing the Company shall have delivered to Parent and Acquisition a certificate to that effect; (c) each Company Affiliate shall have delivered and performed his or her obligations under the letter referenced in Section 4.15; (d) No preliminary there shall have been no events, changes or permanent injunction effects with respect to the Company or its subsidiaries (other order by any federal than such events, changes or state court in effects that arise out of or result from the United States which prohibits execution of this Agreement or the proposed consummation of the Merger shall and the other transactions contemplated hereby) having or which would have been issued and remain in effect.a Company Material Adverse Effect; (e) Each the opinion of Weil, Gotshal & Xxxxxx LLP, addressed to Parent, substantially to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; (ii) each of Parent, Acquisition and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code; and Parent (iii) no gain or loss will be recognized by Parent, Acquisition or the Company as a result of the Merger, dated the Closing Date, shall have obtained been delivered and such consents from third parties and government instrumentalities opinion shall not have been withdrawn or modified in addition to pursuant to the HSR Act as shall be required and which are any material to Parent and Company and to consummation of the transactions contemplated hereby.respect; and (f) Parent and Company the Surviving Corporation shall have entered into an employment agreement with each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Boardpersons listed in Section 5.3(f) of the Parent Disclosure Schedule.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 8.1. Conditions to Each Party's Obligations to Effect ------------------------------------------------ the Merger. The respective obligations of each party hereto to effect the Merger shall be ---------- are subject to the satisfaction at or prior to the Effective Closing Time of the following conditions: (a) Any this Agreement, the Preferred Stock Issuance, the Merger and the other transactions contemplated hereby shall have been approved by all necessary corporate action of the Company, including, if necessary, adoption by vote of the stockholders of the Company; (b) no Governmental Entity or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (and if temporary or preliminary, not vacated within five business days of its entry) which is in effect and which (1) makes the payment of the Class A Merger Consideration, the Class B Merger Consideration or Cash Merger Consideration illegal or otherwise prohibits or restricts consummation of the Merger or any of the other applicable transactions contemplated hereby, (2) imposes material limitations on the ability of Parent to acquire or hold or to exercise any rights of ownership of the Surviving Corporation, or effectively to manage or control the Surviving Corporation and its business, assets and properties or (3) has a Material Adverse Effect on the Company; (c) any waiting period applicable to the consummation of the Merger under the HSR Act shall have terminated or expired and any other governmental or been terminated, and no action shall have been instituted by the Department of Justice regulatory notices or Federal Trade Commission challenging or seeking approvals required with respect to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law.either filed or received; (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger Acquisition shall have been issued and remain in effect.purchased Shares pursuant to the Offer; and (e) Each this Agreement and each of Company and the Stockholder Agreements shall remain in effect; and, unless consented to by Parent or Acquisition, no Class A Holder or Class B Holder shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation defaulted under any of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 provisions of the Accounting Principles Boardapplicable Stockholder Agreement.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER5.1. Conditions to Each Party's Obligations to Effect the ---------------------------------------------------- Merger. The respective obligations of each party hereto to effect the Merger shall be ------ are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger Company; (b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been authorized enacted, entered, promulgated or enforced by any United States federal or state court or United States federal or state Governmental Entity that prohibits, restrains, enjoins or restricts the requisite vote consummation of the stockholders of Parent, in each case in accordance with Merger; (c) any waiting period applicable law.to the Merger under the HSR Act shall have terminated or expired; (d) No preliminary any governmental or permanent injunction regulatory notices, approvals or other order by any federal or state court requirements necessary to consummate the transactions contemplated hereby and to operate the Business after the Effective Time in all material respects as it was operated prior thereto (other than under the United States which prohibits the consummation of the Merger HSR Act) shall have been issued and remain in effect.given, obtained or complied with, as applicable; (e) Each the S-4 shall have become effective under the Securities Act and shall not be the subject of Company any stop order or proceedings seeking a stop order and Parent shall have obtained such consents from third parties received all state securities laws or "blue sky" permits and government instrumentalities authorizations necessary to issue shares of Parent Common Stock in addition to pursuant to exchange for Shares in the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby.Merger; and (f) Parent and The Company shall have each received from PricewaterhouseCoopers LLP and Parent shall have received from Xxxxxx Xxxxxxxx LLP, independent accountants for the Company and Parent, respectively, a copy of a letter of KPMG Peat Marwick LLP addressed to the Company and Parent, respectively, each dated the Effective TimeClosing Date, addressed in substance reasonably satisfactory to Parent and the Company stating (and which may contain customary qualifications and assumptions), to the effect that such independent accountants concur with the Company's and Parent's managements' conclusions that no conditions exist related to the Company or Parent, respectively, that would preclude Parent from accounting for the Merger will qualify as a "pooling of interests transaction under Opinion No. 16 of the Accounting Principles Boardinterests."

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 7.1. Conditions to the Company's, Parent's and Acquisition ----------------------------------------------------- Sub's Obligation to Effect the Merger. The respective obligations of each party Company, ------------------------------------- Parent and Acquisition Sub to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any if required by Delaware Law, this Agreement shall have been adopted by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with Delaware Law; (b) any waiting period applicable to the consummation of the Merger under the HSR Act shall have terminated or expired and the other Company Governmental Approvals and Parent Governmental Approvals, the failure of which to obtain would be reasonably expected to have a Material Adverse Effect or been terminateda Parent Material Adverse Effect ("Required Approvals"), and no action shall have been instituted obtained or ------------------ satisfied, as the case may be, on terms satisfactory to Parent in its reasonable discretion; provided that this condition may not be asserted by -------- the Department of Justice Company with respect to any Required Approval if the potential penalty for any failure to receive such Required Approval will be borne only by Parent or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC.Acquisition Sub; (c) This Agreement and the transactions contemplated hereby no statute, rule, regulation, executive order, decree, ruling, injunction or other order shall have been approved and adopted enacted, entered, promulgated or enforced by the requisite vote any court or other Governmental Authority of the stockholders of Company and the issuance of the Parent Shares in connection with competent jurisdiction that prohibits the Merger shall have been authorized by or makes the requisite vote of the stockholders of Parent, in each case in accordance with applicable law.Merger illegal; and (d) No preliminary Acquisition Sub, Parent or permanent injunction or other order by any federal or state court in their affiliates shall have accepted for payment and purchased Shares pursuant to and subject to the United States which prohibits the consummation conditions of the Merger shall have been issued and remain in effect. (e) Each Offer or the KKR Shares upon the exercise of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to the Option pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated herebyStockholder Agreement. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. 10.1 Conditions to the Obligation of Each Party The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) no action, suit or proceeding instituted by any Governmental Authority shall be pending and no statute, rule or regulation and no injunction, order, decree or judgment of any court or Governmental Authority of competent jurisdiction shall be in effect, in each case which would prohibit, restrain, enjoin or restrict the consummation of the Mergers; (b) OCG and CMPI shall have obtained such permits, authorizations, consents, or approvals required to consummate the transactions contemplated hereby; and (c) the Spin-off and the Exchange Offer shall have been consummated as contemplated herein. 10.2 Conditions to the Obligations of OCG and Merger Sub The obligations of OCG and Merger Sub to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable CMPI shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the consummation Effective Time, and the representations and warranties of CMPI contained in this Agreement, to the extent qualified with respect to materiality shall be true and correct in all respects, and to the extent not so qualified shall be true and correct in all material respects, in each case, as of the Merger under date of this Agreement and at and as of the HSR Act Effective Time as if made at and as of such time, and OCG shall have expired or been terminated, received a certificate of the Chief Executive Officer and no action shall have been instituted by the Department Chief Financial Officer of Justice or Federal Trade Commission challenging or seeking CMPI as to enjoin the consumma- tion satisfaction of this transaction, which action shall have not been withdrawn or terminated.condition; (b) The Registration Statement shall have become effective all proceedings to be taken by CMPI in accordance connection with the provisions of transactions contemplated by this Agreement and all documents, instruments and certificates to be delivered by CMPI in connection with the Securities Act and no stop order suspending the effectiveness of the Registration Statement transactions contemplated by this Agreement shall be reasonably satisfactory in effect form and no proceeding for such purpose shall be pending before or threatened by the SEC.substance to OCG and its counsel; and (c) This from the date of this Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated through the Effective Time, addressed to Parent there shall not have occurred any change in the financial condition, business, operations or prospects of CMPI and Company stating that the Merger will qualify its Subsidiaries, taken as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Boardwhole, that would constitute a CMPI Material Adverse Effect.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 7.01 Conditions to Each Party's Obligation to Effect the Merger. ---------------------------------------------------------- The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any if required by the Delaware Law, this Agreement and the Merger shall have been adopted and approved by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Restated Certificate of Incorporation of the Company and the Delaware Law; (b) no statute, rule, regulation, executive order, decree, judgment, ruling or injunction (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States federal or state court or governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided that the parties shall use their reasonable best efforts to cause any such order, decree, judgment, ruling or injunction to be vacated or lifted; (c) any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired terminated or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law.expired; and (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties purchased a number of Shares equal to or in excess of seventy-five percent (75%) of the then issued and government instrumentalities in addition to outstanding Shares pursuant to the HSR Act as Offer, provided this condition shall be required and which are material deemed satisfied if Acquisition fails to accept for payment or to pay for any Shares tendered pursuant to the Offer in violation of the terms hereof or Annex A hereto. SECTION 7.02 Conditions to Obligation of the Company to Effect the Merger. ------------------------------------------------------------- The obligation of the Company to effect the Merger is further subject to (i) each of Parent and Company and Acquisition having performed in all material respects their respective material obligations under this Agreement required to consummation be performed by it at or prior to the Effective Time pursuant to the terms hereof, (ii) each of the transactions contemplated hereby. (f) representations and warranties of Parent and Company shall have each received a letter Acquisition contained in this Agreement being true and correct as of KPMG Peat Marwick LLP dated the Effective Time as though made on and as of the Effective Time, addressed except for (a) changes permitted by this Agreement, and (b) any failures which, individually or in the aggregate, would not have a Purchaser Material Adverse Effect, and (iii) Company having received a certificate from Parent signed by the chief executive officer of Parent, to Parent the effect of (ii)(a) and Company stating (ii)(b). The provisions of this Section 7.02 shall become void and shall no longer have any effect in the event that Shares are purchased pursuant to the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles BoardOffer.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to the Obligation of Each Party. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action The Target Shareholder Approvals: (i) The Target Shareholders’ Approval shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action obtained. (ii) The Unaffiliated Shareholders’ Approval shall have not been withdrawn or terminatedobtained. (b) No action, suit or proceeding instituted by any Governmental Authority of competent jurisdiction shall be pending and no statute, rule, order, decree or regulation and no injunction, order, decree or judgment of any court or Governmental Authority of competent jurisdiction may be in effect, in each case, that would prohibit, restrain, enjoin or restrict the consummation of the Transactions; provided, however, that, subject to Section 7.5, the party seeking to terminate this Agreement pursuant to this Section 8.1(b) must have used its reasonable best efforts to cause this condition to be satisfied. (c) The Registration Statement Form F-4 shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement Form F-4 shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (cd) This Agreement The Parent Common Shares to be issued in the Merger and upon exercise of the Substituted Options and the transactions contemplated hereby Assumed Warrants shall have been approved and adopted by (or conditionally approved, as applicable) for listing on the requisite vote of the stockholders of Company NYSE MKT and the TSX, subject to official notice of issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effectcustomary conditions. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to Any applicable waiting period under the HSR Act as shall have expired or been terminated. (f) All filings with, and all consents, approvals and authorizations of, any Governmental Authority required to be made or obtained by the Parent Parties, the Target or any of their subsidiaries to consummate the Merger, including, without limitation, any required filings and which are or approvals of the United States Nuclear Regulatory Commission and the State of Utah Division of Radiation Control, shall have been made or obtained, other than those that if not made or obtained would not, individually or in the aggregate, have a Material Adverse Effect on the Target, Parent or Surviving Entity (in each case, determined, for purposes of this clause, after giving effect to the Merger). (g) There shall not be any suit, action, investigation, inquiry or other proceeding instituted, pending or threatened by any governmental or other regulatory or administrative agency or commission that seeks to enjoin, prevent, materially delay or otherwise impose material to Parent and Company and to limitations on the consummation of the transactions contemplated herebyby this Agreement. (fh) The Parent and Company Shareholders’ Approval shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Boardbeen obtained. (i) CFIUS Approval shall have been obtained.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) The agreement of merger (within the meaning of Section 251 of the DGCL) contained within this Agreement shall have been approved and adopted by the Required Company Vote; (b) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or early termination thereof shall have been terminatedgranted; (c) There shall not be in effect any Law of any Governmental Entity of competent jurisdiction, restraining, enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement and no Governmental Entity shall have instituted any judicial or administrative proceeding which continues to be pending seeking any such Law; (d) The S-4 shall have been declared effective by the SEC and shall be effective at the Effective Time, and no action stop order suspending effectiveness shall have been instituted issued, no action, suit, proceeding or investigation by the Department SEC to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under state securities Laws or the Securities Act or Exchange Act relating to the issuance or trading of Justice the Parent Common Stock shall have been received; and (e) The Parent Common Stock required to be issued hereunder shall have been approved for listing on the NYSE, subject only to official notice of issuance. SECTION 7.2 Conditions to the Obligations of Parent. The obligations of Parent to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or Federal Trade Commission challenging prior to the Effective Time of each of the following additional conditions, any or seeking all of which may be waived in whole or part by Parent to enjoin the consumma- tion extent permitted by applicable Law: (a) The representations and warranties of the Company contained herein or otherwise required to be made after the date hereof in a writing expressly referred to herein by or on behalf of the Company pursuant to this transactionAgreement, to the extent qualified by materiality or Material Adverse Effect, shall have been true and, to the extent not so qualified, shall have been true in all material respects, in each case when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which action shall have not been withdrawn need be true, or terminatedtrue in all material respects, as the case may be, only as of the specified date). (b) The Registration Statement Company shall have become effective performed or complied in accordance all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the provisions time of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SECClosing. (c) This Agreement and the transactions contemplated hereby The Company shall have been approved and adopted delivered to Parent a certificate, dated the date of the Closing, signed by the requisite vote President or any Vice President of the stockholders of Company and Company, certifying as to the issuance fulfillment of the Parent Shares conditions specified in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable lawSections 7.2(a) and 7.2(b). (d) No preliminary or permanent injunction or other order by any federal or state court Parent shall have received an opinion of its counsel, Cleary, Gottlieb, Xxxxx & Xxxxxxxx, dated as of the Closing Date, in form and substance reasonably satisfactory to it, substantially to the effect that, on the basis of the facts and assumptions described in the United States which prohibits opinion, the consummation Merger constitutes a tax-free reorganization within the meaning of Section 368 of the Merger shall have been issued Code. In rendering this opinion, counsel may require and remain rely upon representations and covenants including those contained herein and in effectcertificates of officers of the Parent, the Company and others. (e) Each All authorizations, consents or approvals of a Governmental Entity (other than those specified in Section 7.1(b) hereof) required in connection with the execution and delivery of this Agreement and the performance of the obligations hereunder shall have been made or obtained, without any limitation, restriction or condition that has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, would have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company), except for such authorizations, consents or approvals, the failure of which to have been made or obtained does not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, would have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company). SECTION 7.3 Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent contained herein or otherwise required to be made after the date hereof in a writing expressly referred to herein by or on behalf of Parent pursuant to this Agreement, to the extent qualified by a materiality or Material Adverse Effect, shall have been true and, to the extent not so qualified, shall have been true in all material respects, in each case when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true, or true in all material respects, as the case may be, only as of the specified date). (b) Parent shall have obtained such consents from third parties performed or complied in all material respects with all agreements and government instrumentalities in addition conditions contained herein required to pursuant be performed or complied with by it prior to or at the HSR Act as shall be required and which are material to Parent and Company and to consummation time of the transactions contemplated herebyClosing. (fc) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the President or any Vice President of Parent, certifying as to the fulfillment of the conditions specified in Section 7.3(a) and 7.3(b). (d) The Company shall have each received a letter an opinion of KPMG Peat Marwick LLP its counsel, Xxxx, Weiss, Rifkind, Xxxxxxx and Xxxxxxxx, dated as of the Effective TimeClosing Date, addressed in form and substance reasonably satisfactory to Parent it, substantially to the effect that, on the basis of the facts and Company stating that assumptions described in the opinion, the Merger will qualify as constitutes a pooling tax-free reorganization within the meaning of interests transaction under Opinion No. 16 Section 368 of the Accounting Principles BoardCode. In rendering this opinion, counsel may require and rely upon representations and covenants including those contained herein and in certificates of officers of the Parent, the Company and others.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER6.01 Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to effect consummate the Merger shall be are subject to the satisfaction satisfaction, at or prior to before the Effective Time Time, of each of the following conditions: (a) Any waiting period applicable to To the extent stockholder approval is required by law for consummation of the Merger under Merger, the HSR Act Company shall have expired or been terminated, obtained the Requisite Company Vote at the Stockholders Meeting in accordance with the DGCL and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminatedCompany Certificate and Company Bylaws. (b) The Registration Statement No Governmental Authority shall have become effective in accordance with the provisions of the Securities Act and no stop enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order suspending the effectiveness of the Registration Statement shall be or decree, judgment, injunction, ruling or other order, whether temporary, preliminary or permanent (collectively, “Order”), that is then in effect and no proceeding for has the effect of preventing or prohibiting consummation of the Merger or otherwise imposing material limitations on the ability of Merger Sub and Parent effectively to acquire or hold the business of the Company and its subsidiaries; provided, however, that each of the parties hereto shall use their commercially reasonable efforts to have any such purpose shall be pending before or threatened by the SECOrder vacated. (c) This Agreement All material consents, approvals, permits of, authorizations from, notifications to and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection filings with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary any Governmental Authorities required to be made or permanent injunction or other order by any federal or state court in the United States which prohibits obtained prior to the consummation of the Merger shall have been issued made or obtained. (d) Any waiting period (and remain in effectany extension thereof) under the HSR Act or merger control or competition Laws or regulations applicable to the consummation of the Merger shall have expired or terminated. (e) Each of Company and Parent Merger Sub shall have obtained such consents from third parties accepted for purchase and government instrumentalities in addition to purchased all of the Common Shares properly tendered and not withdrawn pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated herebyOffer. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion consummation of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SECAct. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of each of the Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of the Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and the Company and to consummation of the transactions contemplated hereby. (f) Parent and Sub and the Company shall have each received a letter of KPMG Peat Marwick LLP LLP, dated the Effective Time, in form and substance satisfactory to Parent addressed to Parent and Sub and the Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board. Section 8.2 Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional conditions: (a) Each of Parent and Sub shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and the representations and warranties of Parent and Sub contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except as contemplated by this Agreement, and the Company shall have received a certificate of the Chief Executive Officer or the President of Parent as to the satisfaction of this condition. (b) The Company shall have received an opinion of Winston & Strawn, in form and substancx xxxxonably satisfactory to the Company, dated as of the Effective Time, substantially to the effect that the Merger will constitute a reorganization for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by Winston & Strawn of representation lexxxxx from each of Parent, Sub and the Company, in each case, in form and substance reasonably satisfactory to Winston & Strawn. The specific provixxxxx of each such representation letter shall be in form and substance reasonably satisfactory to Winston & Strawn, and each such reprexxxxxxion letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. Section 8.3 Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional conditions: (a) The Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time except as contemplated by this Agreement, and Parent and Sub shall have received a Certificate of the Chief Executive Officer or the President of the Company as to the satisfaction of this condition. (b) Parent shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, in form xxx xxxstaxxx reasonably satisfactory to Parent, dated as of the Effective Time, substantially to the effect that the Merger will constitute a reorganization for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of representation letters from each of Parent, Sub and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. ARTICLE IX

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION Conditions of Each Party's Obligation to Consummate the Merger. The respective obligations of Newco and the Company to consummate the Merger are subject to the satisfaction, at or before the Effective Time, of each party of the following conditions: Stockholder Approval. The stockholders of the Company shall have duly approved the transactions contemplated by this Agreement, pursuant to the requirements of the Company's certificate of incorporation and applicable law. HSR Act. The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired. Injunctions; Illegality. The consummation of the Merger, shall not be restrained, enjoined or prohibited by any order, judgment, decree, injunction or ruling of a court of competent jurisdiction or any Governmental Entity and there shall not have been any statute, rule or regulation enacted, promulgated or deemed applicable to the Merger by any Governmental Entity which prevents the consummation of the Merger; provided, however, that each of the parties shall have used their reasonable best efforts to prevent the entry of such order, judgment, decree, injunction or ruling and to appeal as promptly as practicable any such order, judgment, decree, injunction or ruling. SECTION Conditions to Obligation of Newco. The obligations of Newco to effect the Merger shall be are further subject to the satisfaction at or prior to the Effective Time of the following conditions: : Representations and Warranties. The representations and warranties of the Company set forth in this Agreement that are qualified as to materiality shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. Newco shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company (awith no personal liability thereto) Any waiting period applicable to the effect set forth in this paragraph. Performance of Obligations of the Company. The Company shall have performed, in all material respects, the obligations required to be performed by it under this Agreement at or prior to the Closing Date. Consents, etc. Newco shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities, the failure of which to obtain reasonably could be expected to have a Material Adverse Effect on the Company, have been obtained. No Material Litigation. There shall not be pending by any Governmental Entity or any other third party any suit, action or proceeding which has a reasonable likelihood of success (i) challenging or seeking to restrain or prohibit the consummation of the Merger under or any of the HSR Act other transactions contemplated by this Agreement or the Voting Agreement or seeking to obtain from Newco or any of its affiliates any damages that are material (assuming that the Merger had been consummated) to any party, (ii) seeking to prohibit or limit the ownership or operation by the Company or any of its subsidiaries of any material portion of the business or assets of the Company or any of its subsidiaries or (iii) seeking to impose limitations on the ability of Newco (or any designee of Newco pursuant to the Voting Agreement) or any stockholder of Newco or the Company to acquire or hold, or exercise full rights of ownership of, any Shares, including, without limitation, the right to vote the Company's shares on all matters properly presented to the stockholders of the Company. Financing. Newco shall have expired received the proceeds of financing on the terms and conditions set forth in Annexes A-1 through A-2 of the Newco Disclosure Schedule or been terminatedupon terms and conditions which are substantially equivalent thereto and to the extent that any terms and conditions are not set forth in Annexes A-1 through A-2 of the Newco Disclosure Schedule, on terms and no action conditions reasonably satisfactory to Newco. 25 30 Subordinated Notes. Newco shall have received evidence that the terms of the Subordinated Notes shall have been instituted amended as contemplated by the Department terms of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action Debt Offer. The Company shall have not been withdrawn or terminated. (b) The Registration Statement purchased at least that principal amount of Subordinated Notes as equals the minimum condition of the Debt Offer. Appraisal Rights. Stockholders comprising no more than 20% of the outstanding Shares shall have become effective in accordance with the provisions demanded appraisal rights under Section 262 of the Securities Act and no stop order suspending the effectiveness GCL. Resignations of Company Directors. Each director of the Registration Statement Company shall have resigned as a director of the Company pursuant to a letter of resignation signed thereby and delivered to Newco and the Company. No Material Adverse Change. Since March 31, 1998, there shall not have occurred any change, effect, event, occurrence or development that is materially adverse to the business, operations, assets, liabilities, condition (financial or otherwise), results of operations or prospects of the Company and its subsidiaries taken as a whole except for any change or effect resulting from (i) general economic, financial or market conditions, (ii) any change or effect resulting from conditions or circumstances generally affecting the newspaper or magazine publishing industry so long as such change or effect does not have a materially disproportionate effect on the Company or (iii) changes in laws of general applicability or applicable generally to the newspaper or magazine publishing industry so long as such change or effect does not have a materially disproportionate effect on the Company. SECTION Conditions to Obligation of the Company. The obligations of the Company to effect the Merger are further subject to the satisfaction at or prior to the Effective Time of the following conditions. Representations and Warranties. The representations and warranties of Newco set forth in this Agreement that are qualified as to materiality shall be in effect true and no proceeding for correct and any such purpose representations and warranties that are not so qualified shall be pending before or threatened by the SEC. (c) This Agreement true and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares correct in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parentall material respects, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation as of the Merger shall have been issued date of this Agreement and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and Closing Date. The Company shall have each received a letter certificate signed on behalf of KPMG Peat Marwick LLP dated Newco by an authorized officer of Newco (with no personal liability thereto) to the Effective Timeeffect set forth in this paragraph. Performance of Obligations of Newco. Newco shall have performed, addressed in all material respects, the obligations required to Parent and Company stating that be performed by it under this Agreement at or prior to the Merger will qualify as a pooling of interests transaction under Opinion NoClosing Date. 16 of the Accounting Principles Board.ARTICLE TERMINATION;

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER5.1 Conditions to each Party's Obligation to Effect the Riviera Merger. The respective obligations obligation of each party to effect the Riviera Merger shall be is subject to the satisfaction at or waiver on or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Riviera Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion consummation of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with At the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Stockholders' Meeting, this Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite affirmative vote of the stockholders holders of at least sixty percent of all Shares, excluding the Xxxxxxx Shares. (c) There shall not have been any statute, rule, regulation, judgment, order or injunction promulgated, entered, enforced, enacted or issued applicable to the Riviera Merger by any governmental entity which, directly or indirectly, (i) prohibits the consummation of the Riviera Merger or the transactions contemplated by the Riviera Option Agreement, (ii) prohibits or materially limits the ownership or operation by the Company, or any of its respective subsidiaries of a material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or seeks to compel the issuance Company or Gaming or RAS to dispose of or hold separate any material portion of the Parent Shares business or assets of the Company or Gaming or RAS and its subsidiaries, taken as a whole, as a result of the Riviera Merger or any of the other transactions contemplated by this Agreement, or (iii) prohibits Gaming or RAS from effectively controlling in connection with any material respect the Merger business or operations of the Company, taken as a whole; provided, that the parties hereto shall have been authorized by the requisite vote of the stockholders of Parentused their reasonable best efforts to cause any such statute, in each case in accordance with applicable lawrule, regulation, judgment, order or injunction to be repealed, vacated or lifted. (d) No preliminary At or permanent injunction or other order by any federal or state court prior to the Effective Time, the Company shall have irrevocably deposited the funds for the Defeasance as specified in the United States which prohibits the consummation of the Merger shall have been issued and remain in effectNote Offering. (e) Each Other than the filing of the articles of merger in accordance with the Nevada Merger Law, all licenses, permits, registrations, authorizations, consents, waivers, orders or other approvals required to be obtained, and all filings, notices or declarations required to be made by Gaming, RAS, Xx. Xxxxx X. Xxxxxxx, the Company and Parent shall have obtained such consents from third parties any of its subsidiaries in order to consummate the Riviera Merger and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated herebyby this Agreement, and in order to permit the Company and its subsidiaries to conduct their respective business in the jurisdictions regulated by the Gaming Authorities after the Effective Time in the same manner as conducted by the Company or its subsidiaries prior to the Effective Time shall have been obtained or made. Section 5.2 Conditions to Obligations of Gaming and RAS to Effect the Riviera Merger. The obligations of Gaming and RAS to effect the Riviera Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional conditions: (a) The Company shall have performed in all material respects all of its obligations under this Agreement required to be performed by it at or prior to the Effective Time and the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time, except (i) for changes specifically permitted by this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. (fb) Parent and The actual Consolidated EBITDA reflected in the consolidated statement of operations of the Company for the Projected Period shall not have declined by 7.5% or more when compared to the Projected Results for the Projected Period. (c) The Option Sellers shall have each received a letter entered into the Riviera Option Agreement concurrent with the execution of KPMG Peat Marwick LLP dated this Agreement, and the Effective TimeRiviera Option Agreement shall be in full force and effect and the Option Sellers shall have complied in all respects with the terms thereof; (d) Xx. Xxxxx X. Xxxxxxx shall not have become deceased or Disabled (as defined herein). As used herein, addressed "Disabled" means Xx. Xxxxx X. Xxxxxxx'x incapacity due to Parent and Company stating that physical or mental illness, injury or disease, which incapacity renders him unable to perform the Merger will qualify as a pooling of interests transaction under Opinion No. 16 requisite duties of the Accounting Principles Boardchief executive officer of Gaming for a consecutive period of 90 days or more. Any question as to the existence, extent or potentiality of Xx. Xxxxx X. Xxxxxxx'x disability upon which Gaming and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company approved by Gaming and the disputing Option Sellers (each of whose approval shall not be unreasonably withheld or delayed). The determination of such physician shall be final and conclusive for all purposes of this Agreement.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER6.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period if required by applicable to the consummation of the Merger under the HSR Act shall have expired or been terminatedlaw, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance shareholders of the Parent Shares in connection with the Merger Company; (b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been authorized by the requisite vote of the stockholders of Parentenacted, in each case in accordance with applicable law. (d) No preliminary entered, promulgated or permanent injunction or other order enforced by any federal or state court in the United States court or United States governmental authority which prohibits prohibits, restrains, enjoins or restricts the consummation of the Merger; (c) any waiting period applicable to the Merger and the other transactions described in the recitals to this Agreement under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been issued either filed or received; and Section 6.2. Conditions to Obligations of Parent and remain Acquisition. The obligations of Parent and Acquisition to effect the Merger are also subject to the satisfaction or waiver by Parent prior to the Effective Time of the following conditions: (a) The representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date, as though made on and as of the Closing Date; it being understood that representations and warranties shall be deemed to be true and correct unless the respects in which the representations and warranties (without giving effect to any "materiality" limitations or references to "material adverse effect" set forth therein) are untrue or incorrect in the aggregate is likely to have a Company Material Adverse Effect. (eb) Each of The Company and Parent shall have obtained such consents from third parties and government instrumentalities performed in addition all material respects all obligations required to pursuant be performed by it under this Agreement at or prior to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated herebyClosing Date. (fc) Parent and The number of Company Dissenting Shares shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 be less than five percent (5%) of the Accounting Principles Boardtotal number of shares of Company Common Stock.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section SECTION 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions: (a) The Merger shall have been approved and adopted by the Company Requisite Vote and the Parent Requisite Vote. (b) Any waiting period periods applicable to the consummation of the Merger under the HSR Act shall have expired or early termination thereof shall have been terminatedgranted and any waiting periods or consents under any comparable foreign antitrust Laws shall have expired or been obtained. (c) There shall not be in effect any Law of any Governmental Entity of competent jurisdiction restraining, enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement and no Governmental Entity shall have instituted any proceeding which continues to be pending seeking any such Law. (d) The S-4 shall have been declared effective by the SEC and shall be effective at the Effective Time, and no action stop order suspending effectiveness shall have been instituted issued and no action, suit, proceeding or investigation by the Department SEC or any state securities regulator to suspend the effectiveness thereof shall have been initiated and be continuing. (e) NASDAQ (or another national exchange mutually agreeable to the Company and Parent) shall have confirmed to Parent that, following the Merger, Parent's common stock will continue to be listed on the NASDAQ SmallCap Market (or other national exchange mutually agreeable to the Company and Parent. SECTION 8.2 Conditions to the Obligations of Justice Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or Federal Trade Commission challenging prior to the Effective Time of each of the following additional conditions, any or seeking all of which may be waived in whole or part by Parent to enjoin the consumma- tion extent permitted by applicable Law: (a) The representations and warranties of this transactionthe Company contained herein shall have been true in all respects when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which action shall speak only as of the specified date), except where the failure to be true, individually or in the aggregate, has not had or is not reasonably expected to have not been withdrawn or terminateda Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (b) The Registration Statement Company shall have become effective performed or complied in accordance all material respects with all agreements and covenants contained herein required to be performed or complied with by it prior to or at the provisions time of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SECClosing. (c) This Agreement and the transactions contemplated hereby The Company shall have been approved and adopted delivered to Parent a certificate, dated the date of the Closing, signed by the requisite vote President of the stockholders of Company and (but without personal liability thereto), certifying as to the issuance fulfillment of the Parent Shares conditions specified in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable lawSections 8.2(a) and 8.2(b). (d) No preliminary or permanent injunction or other order by any federal or state court in Parent shall have received an opinion from the United States which prohibits Company's tax counsel reasonably acceptable to Parent dated the consummation Effective Time, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code; and (ii) each of Parent, Merger shall have been issued Sub and remain in effectthe Company will be a party to the reorganization within the meaning of Section 368(b) of the Code. (e) Each of Company and Parent shall have obtained such consents received an opinion from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material Company's legal counsel reasonably acceptable to Parent and Company and dated the Effective Time in a form customary with respect to consummation of the transactions contemplated hereby. (f) All authorizations, consents or approvals of a Governmental Entity (other than those specified in Section 8.1(b)) required in connection with the execution and delivery of this Agreement and the performance of the obligations hereunder shall have been made or obtained, without any limitation, restriction or condition that is reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would be reasonably expected to have a Material Adverse Effect on the Company), except for such authorizations, consents or approvals, the failure of which to have been made or obtained is not reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would be reasonably expected to have a Material Adverse Effect on the Company). (g) [Intentionally omitted.] (h) Parent and each of Doug Cole, Edward Mooney and Cris Larson shall have entered into exxxxxxxxx agxxxxxxxx xx xhe foxx xxxxxxxxly acceptable to Parent. (i) No more than two percent (2%) the stockholders of the Company shall have elected any appraisal rights or associated payments under Section 16-10a-1302 through 1331 of the URBCA. (j) Bengur Bryan & Co. shall have delivered a to Parent an opinion to xxx xxxxxx that, as of the date of such opinion, the Exchange Ratio is fair to the stockholders of Parent from a financial point of view, and such opinion has not been withdrawn or modified. SECTION 8.3 Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent and Merger Sub contained herein shall be true in all respects when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date), except where the failure to be true, individually or in the aggregate, has not had or is not reasonably expected to have a Material Adverse Effect on Parent and its Subsidiaries taken as a whole. (b) Parent shall have performed or complied in all material respects with all agreements and covenants contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the President of Parent (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Sections 8.3(a) and 8.3(b). (d) The Company shall have received a letter of KPMG Peat Marwick LLP an opinion from its tax counsel reasonably acceptable to the Company, dated the Effective Time, addressed to Parent and Company stating the effect that (i) the Merger will qualify as a pooling reorganization within the meaning of interests transaction under Opinion No. 16 Section 368(a) of the Accounting Principles BoardCode; and (ii) each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code. The issuance of such opinion shall be conditioned on the receipt by such tax counsel of representation letters from each of the Parent, Merger Sub and the Company, substantially in the forms attached hereto as Exhibits D and E. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. (e) Parent and each of Robert Gwin and Benjamin Fink shall have entered into amended xxxxxxxxxx agreemxxxx xx xxx xorm reasonably acceptable to the Company. (f) Doherty, LLC (the "Company's Financial Advisor") shall have delivxxxx xx the Company Board its opinion, to the effect that, as of the date of such opinion, the Exchange Ratio is fair to the stockholders of the Company from a financial point of view, and such opinion has not been withdrawn or modified. (g) Each of the Company Stock Options, Company Warrants and Company Convertible Notes shall have been assumed and/or replaced as provided in Section 2.2. (h) Parent and Merger Sub shall cause Parent's board of directors upon the Effective Time to consist of eight (8) directors. Such directors shall be comprised of: (i) six (6) directors designated by the Company, (ii) two (2) of directors designated by Parent. Four (4) of the directors designated by the Company and one (1) of the directors designated by Parent shall be "independent directors" as such term is defined in NASDAQ marketplace rule 4200(14). (i) The Company shall have received an opinion from Parent's legal counsel reasonably acceptable to the Company dated the Effective Time in a form customary with respect to the transactions contemplated hereby.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER7.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger are subject to the satisfaction at or prior to the Effective Time of each of the following conditions: (a) This Agreement shall be have been approved and adopted by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with applicable law. (b) No statute, rule, regulation, executive order, decree, order or injunction shall have been enacted, entered, promulgated or enforced by any court or governmental authority which prohibits or materially and adversely restricts the consummation of the Merger. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. 7.2 Conditions to the Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation The representations and warranties of Parent and Sub contained in this Agreement shall be true and correct in all material respects at and as of the Merger under the HSR Act shall have expired or been terminatedEffective Time as if made at and as of such time, and no action shall have been instituted except as affected by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (fb) Each of Parent and Sub shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time pursuant to the terms hereof. Parent and Sub will furnish the Company with such certificates and other documents to evidence the fulfillment of the conditions set forth in this Section 7.2 as the Company may reasonably request. 7.3 Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) The representations and warranties of the Company contained in this Agreement shall have been true and correct in all material respects when made and such representations and warranties, as updated by any Update Schedule or subsequent written disclosure made by the Company to Parent, be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except as affected by the transactions contemplated hereby and except that any representation or warranty that speaks as of a specific date shall be true and correct only as of such date. (b) No state of fact shall have been disclosed to Parent in an Update Schedule which shall constitute a material adverse change in the value of the Company. (c) The Company shall have performed in all material respects each received a letter of KPMG Peat Marwick LLP dated its obligations under this Agreement required to be performed by it at or prior to the Effective TimeTime pursuant to the terms hereof. (d) No suit, addressed action, claim, proceeding or investigation challenging the validity or propriety of the transactions contemplated by this Agreement shall be pending which is reasonably likely to result in a judgment materially adverse to Parent or the Company (including, with respect thereto, amounts payable to any person subject to indemnification by the Company). (e) The Company shall have entered into employment agreements with Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxxx, in a form attached hereto as an Exhibit, which among other things shall modify and supersede any pre-existing employment agreements with such persons. The Company stating that will furnish Parent and Sub with such certificates and other documents to evidence the Merger will qualify as a pooling of interests transaction under Opinion No. 16 fulfillment of the Accounting Principles Boardconditions set forth in this Section 7.3 as Parent or Sub may reasonably request.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company Noble Innovations and the issuance of the Parent Shares in connection with the Merger Noble Systems; (b) this Agreement shall have been authorized approved and adopted by the requisite vote Board of Directors of Noble Innovations and Noble Systems; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the stockholders of Parent, in each case in accordance with applicable law.Merger; (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been issued and remain in effect.either filed or received; and (e) Each subsequent to the Closing as anticipated herein, Noble Systems shall provide pro forma financial statements and audited financial statements as required pursuant to the Exchange Act of Company 1934. Section 5.2. Conditions to the Obligations of Noble Systems. The obligation of Noble Systems to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations of Noble Systems contained in this Agreement or in any other document delivered pursuant hereto shall be true and Parent correct (except to the extent that the breach thereof would not have a Material Adverse Effect on Noble Systems) at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date), and at the Closing, Noble Systems shall have delivered to Noble Innovations a certificate to that effect; (b) each of the covenants and obligations of Noble Systems to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and at the Closing, Noble Systems shall have delivered to Noble Innovations a certificate to that effect; (d) Noble Systems shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as consent or approval of each person whose consent or approval shall be required and which are material in order to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that permit the Merger will qualify as relates to any obligation, right or interest of Noble Systems under any loan or credit agreement, note, mortgage, indenture, lease or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, in the reasonable opinion of Noble Innovations, individually or in the aggregate, have a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.Material Adverse Effect on Noble Systems; and

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. Conditions to the Obligation of Each Party The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to The Company Shareholders’ Approval shall have been obtained. (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger under the HSR Act shall be in effect; provided, however, that prior to invoking this condition, each party shall have expired complied fully with its obligations under Section 7.7 and, in addition, shall use all reasonable efforts to have any such decree, ruling, injunction or been terminatedorder vacated, and no action shall have been instituted except as otherwise contemplated by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminatedAgreement. (bc) The Registration Statement with respect to the issuance of all Parent Common Stock in the Merger shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (cd) This Agreement and All permits, authorizations, consents, or approvals required to be obtained prior to the Effective Time from any Governmental Authority in connection with the consummation of the transactions contemplated hereby by Parent, Merger Sub or Company shall have been approved made or obtained (as the case may be) except where the failure to obtain such permits, authorizations, consents, or approvals would not be reasonably likely to result in a Parent Material Adverse Effect (assuming the Merger has taken place). 8.2 Conditions to the Obligations of Parent and adopted by Merger Sub The obligation of Parent and Merger Sub to effect the requisite vote Merger is subject to the satisfaction at or prior to the Effective Time of the stockholders following conditions: (a) Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time, and Parent shall have received a certificate signed on behalf of Company and the issuance by a duly authorized officer of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote Company to such effect. (b) Each of the stockholders representations and warranties of ParentCompany contained in this Agreement (without giving effect to any materiality qualifications or limitations therein or any references therein to Company Material Adverse Effect), shall be true and correct, in each case as of the Effective Time as though made on and as of the Effective Time, except (i) for such failures, individually or in accordance with applicable lawthe aggregate, to be true and correct that would not reasonably be expected to have a Company Material Adverse Effect; (ii) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date, subject to the qualifications in (i) above; and (iii) for changes expressly permitted as contemplated by the terms of this Agreement, and Parent shall have received a certificate signed on behalf of Company by a duly authorized officer of the Company to such effect. (c) From the date of this Agreement through the Effective Time, there (i) shall not have occurred any change in the financial condition, business or operations of Company and its Subsidiaries, taken as a whole, that would constitute a Company Material Adverse Effect and (ii) shall not have occurred any change in the capitalization of the Company from that set forth in Section 4.2, other than as required by the terms of this Agreement. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger Company shall have been issued and remain in effectprovided to Parent on the Closing Date, documentation evidencing Company’s compliance with its obligations set forth under Section 6.1(n). (e) The number of shares of Company Common Stock held by holders who either (i) have exercised their right to dissent and obtain payment for their shares or (ii) retain the ability to exercise such right to dissent and obtain payment shall not exceed 1.0% of the outstanding shares of Company Common Stock. 8.3 Conditions to the Obligations of Company The obligation of Company to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Each of Company Parent and Parent Merger Sub shall have obtained such consents from third parties and government instrumentalities performed in addition all material respects its obligations under this Agreement required to pursuant be performed by it at or prior to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent Effective Time, and Company shall have each received a letter certificate signed on behalf of KPMG Peat Marwick LLP dated Parent by a duly authorized officer of the Parent to such effect. (b) Each of the representations and warranties of Parent and Merger Sub contained in this Agreement (without giving effect to any materiality qualifications or limitations therein or any references therein to Parent Material Adverse Effect) shall be true and correct, in each case as of the Effective Time as though made on and as of the Effective Time, addressed except (i) for such failures, individually or in the aggregate, to be true and correct that would not reasonably be expected to have a Parent Material Adverse Effect; (ii) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date, subject to the qualifications in (i) above; and (iii) for changes expressly permitted as contemplated by the terms of this Agreement, and Company shall have received a certificate signed on behalf of Parent by a duly authorized officer of the Parent to such effect. (c) From the date of this Agreement through the Effective Time, there shall not have occurred any change in the financial condition, business or operations of Parent and Company stating that the Merger will qualify its Subsidiaries, taken as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Boardwhole, that would constitute a Parent Material Adverse Effect.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable There shall not be in effect any statute, rule, regulation, executive order, decree, ruling or injunction or other order of a court or governmental or regulatory agency of competent jurisdiction directing that the transactions contemplated herein not be consummated; provided, however, that prior to invoking this condition each party shall use all commercially reasonable efforts to have any such decree, ruling, injunction or order vacated. (b) All governmental consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Effective Time, and the waiting periods under the HSR Act shall have expired or been terminated, and no action . (c) Company Shareholder Approval shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminatedobtained. (bd) Parent Shareholder Approval shall have been obtained in accordance with applicable law, the Nasdaq and Parent's Articles of Incorporation. (e) The shares of Parent Common Stock issuable in connection with the Merger shall have been approved for trading on the Nasdaq, subject to official notice of issuance. (f) The Registration Statement shall have become effective in accordance with the provisions of under the Securities Act Act, and all post-effective amendments shall have been declared effective or shall have been withdrawn; and no stop order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or parties, threatened by the SEC. (cg) This Agreement There shall have been obtained any and all material permits, approvals and consents of securities or "blue sky" authorities of any jurisdiction that are necessary so that the consummation of the Merger and the transactions contemplated hereby thereby will be in compliance with applicable laws, the failure to comply with which would have a Parent Material Adverse Effect. (h) In the absence of a Reverse Merger Circumstance, the Company and Parent shall have received the Tax Opinion. 7.2 Conditions to the Company's Obligations to Effect the Merger. The obligations of the Company to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following additional conditions: (a) The representations and warranties of Parent and Newco contained in this Agreement shall be true and correct (in all material respects, in the case of representations and warranties not already qualified as to materiality by their terms) at and as of the Effective Time as though made on and as of such date (except (i) for changes specifically permitted by this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date), and the Company shall have received a certificate of the President or a Vice President of Parent to the foregoing effect. (b) Parent and Newco shall have performed and complied with in all material respects their obligations under this Agreement to be performed or complied with on or prior to the Effective Time, and the Company shall have received a certificate of the President or a Vice President of Parent to the foregoing effect. (c) There shall have been approved and adopted by no Parent Material Adverse Effect since the requisite vote date of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable lawthis Agreement. (d) No preliminary Parent shall have increased the number of its Board of Directors to include John R. Bentz as a Class A Director. Such person so appointed shall sexxx xxxxx xxxh time as his successor has been duly elected, qualified, or permanent injunction appointed. Parent's Board of Directors shall nominate Mr. Bentz for reelection in 2002 as a Class A Director, and support hix xxxxxxxion at Parent's 2002 annual meeting of shareholders. 7.3 Conditions to Parent's and Newco's Obligations to Effect the Merger. The obligations of Parent and Newco to effect the Merger are subject to the satisfaction at or other order by any federal or state court prior to the Effective Time of the following additional conditions: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct (in all material respects, in the United States which prohibits the consummation case of representations and warranties not already qualified as to materiality by their terms) at and as of the Merger Effective Time as though made on and as of such date (except (i) for changes specifically permitted by this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date), and Parent shall have received a certificate of the President or a Vice President of the Company to the foregoing effect. (b) The Company shall have performed and complied with in all material respects its obligations under this Agreement to be performed or complied with on or prior to the Effective Time, and Parent shall have received a certificate of the President or a Vice President of the Company to the foregoing effect. (c) No Distribution Date (as defined in the Company Rights Agreement) shall have occurred. (d) All of the Company's Preferred Stock shall have been issued and remain in effectconverted into shares of the Company's Common Stock. (e) Each of The Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material delivered to Parent and Company and agreements in the form of Exhibit C ("COMPANY AFFILIATE AGREEMENTS") executed by each person who could reasonably be deemed to consummation be an "affiliate" of the transactions contemplated herebyCompany (as that term is used in Rule 145 of the Securities Act). (f) Parent and Company There shall have each received a letter been no Company Material Adverse Effect since the date of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Boardthis Agreement.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) Any waiting period applicable to the The Company, Parent and Merger Sub shall have timely obtained from each Governmental Entity all material approvals, waivers and consents, if any, necessary for consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (b) There shall not be in effect any Law enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement. 8.2 Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following additional conditions, any or all of which may be waived in whole or part by Parent and Merger Sub, as the case may be, to the extent permitted by applicable Law: (a) The representations and warranties of the Company contained in this Agreement, to the extent qualified by materiality or Material Adverse Effect, shall be true and correct at and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, and to the extent not so qualified, shall be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; the Company shall have performed and complied in all material respects with all agreements required by this Agreement to be performed or complied with by the Company at or prior to the Closing Date; and Parent and Merger Sub shall have received a certificate, dated as of the Closing Date, signed by a duly elected officer of the Company to the foregoing effects; (b) The Company shall have delivered to Parent and Merger Sub a certificate as to the good standing of the Company in the State of California, together with copies of the Company's Charter, certified by the Secretary of the State of California; (c) Prior to the Closing, there shall not have occurred any Material Adverse Effect or any material casualty or damage (whether or not insured) to any facility, property or equipment owned or used by the Company and the business of the Company shall have been conducted only in the Ordinary Course of Business; (d) The Company shall have delivered to Parent the minute books and stock transfer records of the Company; (e) The Company Consents set forth on Schedule 8.2(e) shall have been obtained, including, a customary pay-off letter from Comerica Bank-California in the event the amounts outstanding under the Company Lines of Credit have been paid off in full; (f) The Company shall deliver to Parent at or prior to the Closing the resignation of each director of the Company identified by Parent to the Company; (g) Parent and Company Merger Sub shall have each received a letter of KPMG Peat Marwick LLP dated legal opinion from counsel to the Effective Time, addressed to Parent and Company stating that in the Merger will qualify form attached hereto as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.Exhibit D;

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to the Obligations of the Company, Parent and Merger Sub. The respective obligations of each party the Company, Parent and Merger Sub to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction at or prior to (or, if permitted by Applicable Law, waiver by the Effective Time Party for whose benefit such condition exists) of the following conditions: (a) Any any waiting period applicable to the consummation of the Merger under the HSR Act applicable to this Agreement or the Merger shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated.; (b) The Registration Statement shall have become effective in accordance all authorizations, consents, orders or approvals of, or material declarations or filings with or expiration or termination of waiting periods imposed by, any Governmental Entity pursuant to Applicable Law necessary for the provisions consummation of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger obtained or made or shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law.occurred; (dc) No no Applicable Law, temporary restraining order, preliminary or permanent injunction or other order Order issued by any federal Governmental Entity or state court in the United States which prohibits other legal restraint or prohibition preventing, prohibiting or rendering unlawful the consummation of the transactions contemplated by this Agreement and the Ancillary Documents shall be in effect; and (d) to the extent required by the rules of NASDAQ, the shares of Parent Common Stock to be issued in the Merger shall have been issued and remain in effectapproved for listing on NASDAQ, subject to official notice of issuance. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to the Companies' Obligation to Effect the Merger. The respective obligations of each party all Companies to effect the Merger transactions contemplated herein shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any one of which may be waived by a writing signed by JGUR and P2S: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders shareholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case P2S in accordance with applicable lawlaw or by a written consent of stockholders of P2S holding a majority of the shares of capital stock of P2S entitled to vote on the Merger (the "Required Stockholders' Consent"). (db) No preliminary or permanent injunction or other order by any federal federal, state, or state foreign court in the United States of competent jurisdiction which prohibits the consummation of the any Merger shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment shall have been enacted, entered, issued, promulgated, or enforced by any court or governmental authority which prohibits or restricts the consummation of the Merger. Other than the filing of Articles of Merger with the Department of State for the State of Florida, all authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any governmental entity (all of the foregoing, "Consents") which are necessary for the consummation of the Merger, other than Consents the failure to obtain which would have no material adverse effect on the consummation of the Merger or on the Surviving Corporation and its subsidiaries, taken as a whole, shall have been filed, occurred, or been obtained (all such permits, approvals, filings, and consents and the lapse of all such waiting periods being referred to as the "Requisite Regulatory Approvals") and all such Requisite Regulatory Approvals shall be in full force and effect. All state securities or blue sky permits and other authorizations necessary to issue the JGUR Shares in exchange for the Shares of P2S and to consummate the Merger shall have been received. (c) There shall not be any action taken, or any statute, rule, regulation, or order enacted, entered, enforced, or deemed applicable to any Merger, by any federal or state governmental entity which, in connection with the grant of a Requisite Regulatory Approval, imposes any condition or restriction upon any Surviving Corporation or its subsidiaries (or, in the ease of any disposition of assets required in connection with such Requisite Regulatory Approval, upon any Company or its subsidiaries), including, without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of the transactions contemplated by this Agreement as to render inadvisable the consummation of the Merger. (d) The other Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and the representations and warranties of the other Company contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except as contemplated by this Agreement, and each Company shall have received a certificate of the Chairman of the Board, the President, or an Executive Vice President of the other Company as to the satisfaction of this condition. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as consent or approval of each person whose consent or approval shall be required in connection with the transactions contemplated hereby, under any loan or credit agreement, note, mortgage, indenture, lease, license, or other agreement or instrument, except those for which failure to obtain such consents and which are approvals would not, individually or in the aggregate, have a material to Parent adverse effect on the Surviving Corporation and Company and to its subsidiaries taken as a whole or upon the consummation of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) This Agreement shall have been approved and adopted by the Company Requisite Vote and, if the Parent Requisite Vote is required, the Share Issuance shall have been approved by the Parent Requisite Vote. (b) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action early termination thereof shall have been instituted by the Department of Justice granted without limitation, restriction or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminatedcondition. (bc) The Registration Statement All consents, approvals, permits and authorizations of any Governmental Entity set forth in Schedule 7.1 attached to this Agreement shall have become effective been obtained (or deemed obtained in accordance with the provisions insurance laws of any jurisdiction) and all such consents, approvals, permits and authorizations shall be in full force and effect and shall not contain any limitation, restriction, condition or other requirement that would reasonably be expected to materially adversely affect the conduct of the Securities Act business of any Insurance Subsidiary or that would reasonably be expected to have an adverse financial impact on Parent. (d) There shall not be in effect any Law of any Governmental Entity of competent jurisdiction, restraining, enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement or permitting such consummation only subject to any condition or restriction that has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or a Material Adverse Effect on Parent. (e) The S-4 shall have been declared effective by the SEC and shall be effective at the Effective Time, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted issued, no action, suit, proceeding or investigation by the requisite vote of SEC to suspend the stockholders of Company effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under state securities Laws or the Securities Act or Exchange Act relating to the issuance or trading of the Parent Shares in connection with the Merger Common Stock shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated herebyreceived. (f) The Parent and Company Common Stock required to be issued hereunder shall have each received a letter been approved for listing on the NYSE, subject only to official notice of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 issuance. (g) The average closing price of the Accounting Principles BoardParent Common Stock on the NYSE, as set forth in the Wall Street Journal eastern edition over the five business days immediately preceding the Closing Date shall be greater than $10.00.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 7.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be are subject to the satisfaction at or waiver of the following conditions prior to the Effective Time of the following conditionsTime: (a) Any waiting period applicable the receipt of regulatory approvals which approvals shall not have imposed any condition or requirement which in the reasonable judgment of Compass would adversely impact the economic or business benefits of the transactions contemplated by this Agreement or otherwise would in the judgment of Compass be so burdensome as to render inadvisable the consummation of the Merger under the HSR Act shall have expired or been terminatedMerger, and no action shall have been instituted by the Department expiration of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated.any applicable waiting period with respect thereto; (b) The Registration Statement the Closing will not violate any injunction, order or decree of any court or governmental body having competent jurisdiction; (c) the approval of the Merger by the Company's shareholders entitled to vote at the Shareholders' Meeting; (d) a registration statement covering the Compass Common Stock to be issued in the Merger shall have become be effective in accordance with the provisions of under the Securities Act and any applicable state securities or "blue sky" acts and no stop order suspending the effectiveness of the Registration Statement such registration statement shall be in effect and no proceeding proceedings for such purpose purpose, or any proceedings under the SEC or applicable state securities authorities rules with respect to the transactions contemplated hereby, shall be pending before or threatened by the SEC.SEC or any applicable state securities or blue sky authorities; (ce) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote shares of the stockholders of Company and the issuance of the Parent Shares Compass Common Stock to be issued in connection with the Merger shall have been authorized by approved for listing on the requisite vote NASDAQ, subject to official notice of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby.issuance; and (f) Parent Compass and the Company shall have each received a letter an opinion of KPMG Peat Marwick LLP dated counsel from counsel to Compass in substantially the Effective Timeform attached hereto as Exhibit J to the effect that on the basis of certain facts, addressed to Parent representations, and Company stating opinions set forth in such opinion that the Merger will qualify as a pooling of interests transaction reorganization under Opinion No. 16 Section 368(a) of the Accounting Principles BoardCode. In rendering such opinion, such counsel may require and rely upon and may incorporate by reference representations and covenants, including those contained in certificates of officers and/or directors of Compass, Merger Sub, the Company and others. SECTION 7.2 Conditions to the Obligations of Compass and Merger Sub to Effect the Merger. The obligations of Compass and Merger Sub to effect the Merger are subject to the satisfaction or waiver of the following conditions prior to the Effective Time: (a) all representations and warranties of the Company shall be true and correct in all material respects as of the date hereof and at and as of the Closing, with the same force and effect as though made on and as of the Closing; (b) the Company shall have performed in all material respects all obligations and agreements and in all material respects complied with all covenants and conditions, contained in this Agreement to be performed or complied with by it prior to the Effective Time; (c) there shall not have occurred a Material Adverse Effect with respect to the Company or its Subsidiaries; (d) the directors of the Company and its Subsidiaries shall have delivered to Compass an instrument in the form of Exhibit H attached hereto dated the Effective Time releasing the Company and its Subsidiaries from any and all claims of such directors (except as to their deposits and accounts, and as to their rights of indemnification pursuant to the Articles of Incorporation, Association or Bylaws of the Company and the Bank) and shall have delivered to Compass their resignations as directors of the Company and its Subsidiaries; (e) the executive officers of the Company and its Subsidiaries shall have delivered to Compass an instrument in the form of Exhibit H attached hereto dated the Effective Time releasing the Company and its Subsidiaries from any and all claims of such officers (except as to deposits and accounts and accrued compensation permitted by their respective agreements with the Company or its Subsidiaries and as to their rights of indemnification pursuant to the Articles of Incorporation, Association or Bylaws of the Company and the Bank); (f) Compass shall have received the opinions of counsel to the Company acceptable to it as to the matters set forth on Exhibit D attached hereto; (g) the holders of no more than the lesser of (i) 10% of the Shares or (ii) such number of Shares that shall not disqualify the Merger for pooling-of-interest accounting treatment, shall have demanded or be entitled to demand payment of the fair value of their shares as dissenting shareholders; (h) Compass shall have received a letter from Arthxx Xxxexxxx, XXP, dated as of the Effective Time, to the effect that the Merger will qualify for pooling-of-interests accounting treatment if closed and consummated in accordance with this Agreement; (i) the aggregate principal amount of all Company Indebtedness shall not exceed $50,000,000; (j) Compass shall have received from holders of the Company's capital stock receiving at least 50% of the total Merger Consideration a representation that they have no plan or intention to sell or otherwise dispose of (i) shares of the Company prior to and in connection with the Merger to the Company or any party related to the Company or Compass and (ii) shares of Compass Common Stock received pursuant to the Merger to Compass or any party related to Compass. (k) Compass shall have determined, in its sole reasonable judgment, that the liabilities and obligations set forth on Schedule 5.1(k) do not have a Material Adverse Effect; (l) all warrants, options, rights, convertible debentures or other securities entitling the holder thereof to acquire Shares shall have been exercised or converted, or shall have expired, lapsed or terminated, prior to the Effective Time; (m) all software, firmware, hardware, equipment, microprocessing chips and other data processing devices and services (both as a recipient and as a provider), capabilities and facilities utilized by, and material to the business operations or financial condition of, the Company and its Subsidiaries shall have been able to record and process all calendar dates since the date of this Agreement correctly and shall have been able to communicate with other applicable systems in a manner that resolves any ambiguities as to century in a properly defined manner; (n) all Critical Third Parties of the Company and its Subsidiaries are Year 2000 Compliant in all material respects; (o) the transactions contemplated by those certain Agreements and Plans of Merger of even date herewith between Nagrom LLC, Osage 3734 LLC and 1996 Newtxx XXX, respectively, and Compass ("Ancillary Agreements") shall have been simultaneously consummated herewith; (p) The Real Estate Subsidiaries shall not have commenced any operations or acquired any assets; (q) that certain Consulting Agreement dated March 3, 1997 between First Fidelity Service Corp. and the Bank shall have been terminated without cost to the Company or its Subsidiaries; (r) that certain Amended and Restated Stock Purchase Agreement by and among the Company, Thomxx X. Xxxxxxxx, xxe Ryan X. Xxxxxxxx Xxxst, the Realtek Company Profit Sharing Plan and Trust, Thomxx Xxxestment Partnership and Orchard Valley Financial Corporation dated as of December 4, 1997 and as further amended on September 1, 1998 shall have been terminated without cost to the Company or its Subsidiaries; (s) the Key Man Life Insurance Policy in the amount of $3,000,000 on the life of Thomxx X. Xxxxxxxx xxxll have been cancelled; (t) the Company and its Subsidiaries shall have accrued and paid all professional fees incurred in connection with this transaction and all change of control payments to employees of Empire Title and Escrow Corporation ("Empire") prior to the Effective Time; (u) United General Title Insurance Company ("United") shall have consented to the change of controlling interest in Empire and waived its right to terminate that certain Title Policy Issuing Agreement ("United Agreement") dated March 1, 1999 between United and Empire to the extent such consent and waiver is required under the United Agreement; (v) the Company shall have obtained all necessary consents to continue access to information maintained by Colorado Record Data, LLC; (w) The Company or Empire shall have obtained clarification from First American Title Insurance Company ("First American") under the Underwriting Agreement dated July 1, 1995 to the effect that the amount of fees Empire shall remit to First American is 15% of the total amount of fees for First American title policies issued through Empire's offices; (x) Section 3.3 of the Empire Merger Agreement shall have been amended to provide that such Section 3.3 shall terminate as of the Effective Time; and (y) Compass shall have received certificates dated the Closing executed by the Chairman of the Board of the Company and by the Chairman of the Board of its Subsidiaries, and the Secretary or Cashier of the Company and its Subsidiaries, respectively, certifying in such reasonable detail as Compass may reasonably request, to the effect described in Sections 7.2(a), (b), (c), (g), (i), (l) and (p). SECTION 7.3 Conditions to the Obligations of the Company to Effect the Merger. The obligations of the Company to effect the Merger are subject to the satisfaction or waiver of the following conditions prior to the Effective Time: (a) all representations and warranties of Compass shall be true and correct in all material respects as of the date hereof and at and as of the Closing, with the same force and effect as though made on and as of the Closing; (b) Compass and Merger Sub shall have performed in all material respects all obligations and agreements and in all material respects complied with all covenants and conditions contained in this Agreement to be performed or complied with by either of them prior to the Effective Time; and (c) the Company shall have received the opinion of counsel to Compass and Merger Sub acceptable to it, as to the matters set forth on Exhibit E attached hereto; (d) the Company and its Subsidiaries shall have delivered to the directors and executive officers of the Company and its Subsidiaries an instrument in the form of Exhibit I attached hereto dated the Effective Time releasing such directors from any and all claims of the Company and its Subsidiaries (except as to indebtedness or other contractual liabilities); provided, however, that such releases shall not release an action against such directors by Compass or Merger Sub in connection with the transactions contemplated by this Agreement; (e) the Company shall have received certificates dated the Closing, executed by an appropriate officers of Compass and Merger Sub, respectively, certifying, in such detail as the Company may reasonably request, to the effect described in Sections 7.3(a) and (b); (f) there shall not have occurred a Material Adverse Effect with respect to Compass; and (g) the Company shall have received immediately prior to the filing of the Registration Statement, the opinion of Hovdx Xxxancial, Inc. and Howe Xxxnxx Xxxestment, Inc. to the effect that the Merger and the Merger Consideration to be received by the shareholders of the Company in connection with the Merger is fair to such shareholders from a financial point of view.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER7.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party Party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Party being benefited thereby, to the extent permitted by applicable Law: (a) Any waiting period applicable to The agreement of merger (within the consummation meaning of Section 251 of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of DGCL) contained within this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Required Company Vote and the issuance of the Parent Shares in connection with the Merger Share Issuance shall have been authorized approved by the requisite vote Required Parent Vote. (b) Any waiting period applicable to the Merger under the HSR Act or any other national merger control law or foreign investment regulation shall have expired or early termination thereof shall have been granted. (c) There shall not be in effect any Law of any Governmental Entity of competent jurisdiction, restraining, enjoining or otherwise preventing consummation of the stockholders of Parent, in each case in accordance with applicable lawtransactions contemplated by this Agreement. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger The S-4 shall have been issued declared effective by the SEC and remain in effectshall be effective at the Effective Time, and no stop order suspending effectiveness shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under state securities Laws or the Securities Act or Exchange Act relating to the issuance or trading of the Parent Common Stock shall have been received. (e) Each The Parent Common Stock required to be issued hereunder shall have been approved for listing on the NASDAQ National Market System, subject only to official notice of issuance. 7.2. Conditions to the Obligations of the Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following additional conditions, any or all of which may be waived in whole or part by Parent or Merger Sub to the extent permitted by applicable Law: (a) The representations and warranties of the Company contained herein shall have been true when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true only as of the specified date); provided that: (i) All such representations and warranties shall be interpreted without giving effect to the words "materially" or "material" or to any qualification based on such terms or based on the defined term "Material Adverse Effect"; (ii) Any such representation or warranty contained in Section 3.2 shall be deemed untrue if it shall fail to be true and correct except to a de minimis extent; (iii) Any such representation or warranty contained in Section 3.3 shall be deemed untrue if it shall fail to be true and correct in any respect; (iv) Any such representation or warranty contained in Section 3.11(c) shall be deemed untrue if the facts and information not disclosed in violation of the first sentence thereof and the inconsistent information not disclosed in violation of the second sentence thereof, in the aggregate, would have had a material negative impact on a reasonable evaluation as of the date hereof of the Company's liability for damages or indemnity obligations or exposure for equitable relief in the Cadence Litigation; and (v) Any such representation or warranty (other than any representation or warranty referred to in clause (ii), (iii) or (iv) above) shall be deemed untrue if such representation or warranty shall fail to be true and correct in all respects except where the failure of all such representations and warranties to be true and correct has not had and would not have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The Company shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing; provided that with respect to Section 5.6, the Company and/or its subsidiaries shall have prior to the time of the Closing performed or complied in all respects with all agreements and conditions contained therein. (c) The Company shall have delivered to Parent a certificate, dated the date of the Closing, signed by the President or any Vice President of the Company, certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(g). (d) Parent shall have obtained such consents from third parties received an opinion of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, dated the date on which the Effective Time occurs, based on the representations of Parent, and government instrumentalities the Company, referred to in addition to pursuant Section 6.8, to the HSR Act effect that the Merger will be treated for federal income Tax purposes as a reorganization within the meaning of Section 368(a) of the Code. (e) All authorizations, consents or approvals of a Governmental Entity (other than those specified in Section 7.1(b) hereof) required in connection with the execution and delivery of this Agreement and the performance of the obligations hereunder shall be required and which are material to have been made or obtained, without (in the context of the Antitrust Laws) any limitation, restriction or condition that has or would have, individually or in the aggregate, a Material Adverse Effect on the Company (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, would have, individually or in the aggregate, a Material Adverse Effect on the Company), except for such authorizations, consents or approvals, the failure of which to consummation of have been made or obtained does not and would not have, individually or in the transactions contemplated herebyaggregate, a Material Adverse Effect on the Company (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, would have, individually or in the aggregate, a Material Adverse Effect on the Company). (f) Parent and shall have received from each of the Company's "affiliates" (within the meaning of Rule 145 under the Securities Act) a written agreement substantially in the form attached as Exhibit A. (g) The Company shall have received payment of the Outstanding SMIC Amount. (h) No fewer than 80 percent of the persons listed on Section 7.2(j) of the Company Disclosure Schedule shall continue to be employed by, and shall not have given notice of their intention to terminate their employment with, the Company or its subsidiaries. (i) During the period that begins on the date hereof and ends immediately prior to the Effective Time there shall not have occurred any change, circumstance or effect that constitutes a Material Adverse Effect with respect to the Company; provided, however that if there has not been a breach of the representations and warranties contained in Section 3.11(c), any developments in the Cadence Litigation after the date hereof shall be disregarded for purposes of determining whether there has been a Material Adverse Effect with respect to the Company. 7.3. Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent contained herein shall have been true when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true only as of the specified date); provided that: (i) All such representations and warranties shall be interpreted without giving effect to the words "materially" or "material" or to any qualification based on such terms or based on the defined term "Material Adverse Effect"; (ii) Any such representation or warranty contained in Section 4.3 shall be deemed untrue if it shall fail to be true and correct in any respect; and (iii) Any such representation or warranty (other than any representation or warranty contained in Section 4.3) shall be deemed untrue if such representation or warranty shall fail to be true and correct in all respects except where the failure of all such representations and warranties to be true and correct has not had and would not have, individually or in the aggregate, a Material Adverse Effect on the Parent. (b) Parent shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the President or any Vice President of Parent, certifying as to the fulfillment of the conditions specified in Sections 7.3(a) and 7.3(b). (d) The Company shall have received a letter an opinion of KPMG Peat Marwick LLP O'Melveny & Xxxxx LLP, dated the Effective Time, addressed to based on the representations of Parent and Company stating the Company, referred to in Section 6.8 hereof, to the effect that the Merger will qualify be treated for federal income Tax purposes as a pooling reorganization within the meaning of interests transaction under Opinion No. 16 Section 368(a) of the Accounting Principles BoardCode. (e) During the period that begins on the date hereof and ends immediately prior to the Effective Time there shall not have occurred any change, circumstance or effect that constitutes a Material Adverse Effect with respect to Parent.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER9.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the United States Department of Justice or the United States Federal Trade Commission challenging or seeking to enjoin the consumma- tion consummation of this transaction, which action shall not have not been withdrawn or terminated; (b) No statute, rule, regulation, executive order, decree, ruling, restraining order or preliminary or permanent injunction of any Governmental Entity having jurisdiction which prohibits, restrains or enjoins consummation of the Merger shall be in effect; and (c) The Company Stockholder Approval shall have been obtained. Section 9.2 Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following additional conditions: (a) Each of Parent and Merger Sub shall have performed in all material respects their respective obligations under this Agreement required to be performed at or prior to the Effective Time; (b) The Registration Statement representations and warranties of Parent and Merger Sub contained in this Agreement shall have become effective be true and correct in accordance with the provisions all respects when made and as of the Securities Act Effective Time as if made at such time (except to the extent such representations and no stop order suspending warranties speak as of a specified date, which need only be true and correct in all respects as of such specified date), interpreted without giving effect to the effectiveness words "materially" or "material" or to any qualifications based on such terms or based on the defined term Parent Material Adverse Effect, except where the failure of all such representations and warranties to be true and correct, in the Registration Statement shall aggregate, has not had, or would not reasonably be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC.expected to have a Parent Material Adverse Effect; (c) This Agreement and the transactions contemplated hereby The Company shall have been approved and adopted by received a certificate of an executive officer of Parent as to the requisite vote satisfaction of the stockholders of Company conditions set forth in Section 9.2(a) and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law.(b); and (d) No preliminary or permanent injunction or other order by any federal or state court The Company Board shall have received the solvency opinion referred to in Section 8.10. Section 9.3 Conditions to Obligations of Parent and Merger Sub to Effect the United States which prohibits the consummation Merger. The obligations of Parent and Merger Sub to effect the Merger shall have been issued and remain in effect.be subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following additional conditions: (ea) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and The Company shall have each received a letter of KPMG Peat Marwick LLP dated performed in all material respects its obligations under this Agreement required to be performed at or prior to the Effective Time, addressed to Parent ; (i) the representations and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 warranties of the Accounting Principles Board.Company contained in Section 5.4 shall be true and correct in all respects when made and as of the Effective Time as if made at such time, (ii) the representations and warranties of the Company contained in Section 5.3 (except for deviations of not more than 0.3% of the number of the outstanding Common Shares disclosed in Section 5.3) shall be true and correct when made and as of the Effective Time as if made at such time, and (iii) the representations and warranties of the Company contained in this Agreement, other than those specified in the foregoing clauses (i) and (ii), shall be true and correct in all respects when made and as of the Effective Time as if made at such time (except to the extent such representations and warranties speak as of a specified date, which need only be true and correct in all respects as of such specified date), interpreted without giving effect to the words "materially" or "material" or to any qualifications based on such terms or based on the defined term Company Material Adverse Effect, except where the failure of all such representations and warranties to be true and correct, in the aggregate, has not had, or would not reasonably be expected to have, a Company Material Adverse Effect; and

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER9.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any one of which may be waived by both HD and TM: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SECAct. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company TM and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case HD in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal federal, state or state foreign court in the United States of competent jurisdiction which prohibits the consummation of the Merger shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree or judgment shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts the consummation of the Merger. Other than the filing of the Certificate of Merger with the Secretary of State of Delaware and the filing of the Certificate of Merger with the Secretary of State of Georgia, all authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any governmental entity (all of the foregoing, "Consents") which are necessary for the consummation of the Merger, other than Consents the failure to obtain which would have no material adverse effect on the consummation of the Merger or on the Surviving Corporation and its subsidiaries (including any licensing or nursing certificates required to do business in one or more states or local jurisdictions), taken as a whole, shall have been filed, occurred or been obtained (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the "Requisite Regulatory Approvals") and all such Requisite Regulatory Approvals shall be in full force and effect. Newco shall have received all state securities or blue sky permits and other authorizations necessary to issue the Newco Shares in exchange for the Shares and to consummate the Merger. (e) Each There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger, by any federal or state governmental entity which, in connection with the grant of Company a Requisite Regulatory Approval, imposes any condition or restriction upon the Surviving Corporation or its subsidiaries (or, in the case of any disposition of assets required in connection with such Requisite Regulatory Approval, upon TM or its subsidiaries or HD or its subsidiaries), including, without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of the transactions contemplated by this Agreement as to render inadvisable the consummation of the Merger. (f) Newco shall have caused the Board of Directors and Parent committees of Newco to be selected pursuant to, and the officers of Newco to be as set forth in, Section 8.13. (g) The Newco Shares to be issued in the Merger shall have been approved for listing on the Nasdaq National Market subject to official notice of issuance. (h) TM, Inc., a California corporation, shall have been merged into TM. (i) At least twenty (20) days prior to the Effective Time, HD shall have consummated the HIE Spinoff in all material respects in conformity with the description thereof contained in the preliminary prospectus contained in the registration statement filed with the SEC on September 1, 1995. 9.2 Conditions to Obligations of HD to Effect the Merger. The obligation of HD to effect the Merger shall be further subject to the satisfaction at or prior to the Effective Time of the following additional conditions, which may be waived by HD: (a) TM shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and the representations and warranties of TM contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except as contemplated by this Agreement, and HD shall have received a certificate of the Chairman of the Board, the President or an Executive Vice President of TM as to the satisfaction of this condition. (b) HD shall have received an opinion of Trouxxxx Xxxdxxx XXX, counsel to HD, dated as of the Effective Time, substantially to the effect that, on the basis of facts, representations, and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that TM and HD will each be a party to the reorganization within the meaning of Section 368(b) of the Code. In addition, HD shall have received the opinion, dated the Closing Date, of Morrxxxx & Xoerxxxx, xxunsel for TM, covering the matters set forth in Schedule 9.2(b). (c) TM shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as consent or approval of each person whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and which are approvals would not, individually or in the aggregate, have a material to Parent adverse effect on the Surviving Corporation and Company and to its subsidiaries taken as a whole or upon the consummation of the transactions contemplated hereby. (fd) Parent and Company HD shall have each received a letter from Ernst & Young, LLP, letters dated (i) the date of KPMG Peat Marwick LLP dated the Proxy Statement and (ii) the Effective Time, addressed with respect to Parent certain financial information regarding TM, in each case in form and Company stating that substance customary in transactions of the nature of the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Boardand reasonably satisfactory to HD.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The respective obligations of each party to effect the Merger shall be subject SECTION 6.1 Company's Conditions to the satisfaction at or Closing. Immediately prior to the Effective Time Time, the Parent and Merger Sub shall have satisfied each of the following conditions: (a) Any waiting period applicable A certificate, dated the date of the Effective Time of the chief executive officer of Parent certifying that all representations and warranties made in Article IV herein are true and correct as of the date made and as of the Effective Time and that all agreements or other actions required to be performed prior to the consummation of Effective Time by Parent or Merger Sub as a condition to consummating the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by performed or taken and such conditions satisfied in accordance with the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion terms of this transaction, which action shall have not been withdrawn or terminatedAgreement. (b) The Registration Statement No statute, rule, regulation, executive order, decree, or injunction shall have become effective been enacted, entered, promulgated or enforced by any court of competent jurisdiction in accordance with the provisions United States or domestic Governmental Authority which prohibits or restricts the consummation of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SECMerger. (c) This Agreement and the transactions contemplated hereby There shall have been approved and adopted by no material adverse change in the requisite vote business, properties, or financial condition of the stockholders of Company and the issuance of the Parent Shares in connection with the or Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable lawSub to this Agreement. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger All parties shall have been issued delivered all documents, exhibits and remain in effectschedules and taken all other actions required by this Agreement. (e) Each All representations and warranties of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as any party shall be required true and which are material to Parent and Company and to consummation effective as of the transactions contemplated herebyEffective Time. (f) At the Closing, the officers and directors of Parent shall have delivered such resignations as may be necessary to carry out the provisions of Section 5.2 hereof, a release of all claims they may have against the Parent or Merger Sub, and a confirmation of their equity ownership in the Parent. (g) Parent shall have delivered to the Company a certificate, dated as of a date no later than ten days prior to the Closing Date, duly issued by the Secretary of State of Delaware that Parent is in good standing and that all state franchise and/or income tax returns and taxes for each for all periods prior to the Closing have been filed and paid. (h) Company shall have each received a letter of KPMG Peat Marwick LLP an incumbency certificate or certificates, dated the Effective TimeClosing Date and signed by the Secretary of Parent certifying the names, addressed to Parent titles and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 signatures of the Accounting Principles Boardofficers authorized to execute the documents referred to in this section and such additional supporting documentation and other information with respect to the transactions contemplated hereunder as the Company or their counsel may reasonably request. (i) The common stock of Parent shall be qualified for trading on the OTC Bulletin Board and a minimum of two market makers shall be making a market for such shares.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to the Obligation of Each Party. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to The OEI Stockholders' Approval and the Seagull Stockholders' Approval shall have been obtained. (b) No action, suit or proceeding instituted by any Governmental Authority shall be pending and no statute, rule or regulation and no injunction, order, decree or judgment of any court or Governmental Authority of competent jurisdiction shall be in effect, in each case which would prohibit, restrain, enjoin or restrict the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminatedMerger. (bc) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company OEI and Parent Seagull shall have obtained such consents from third parties and government instrumentalities in addition permits, authorizations, consents, or approvals required to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of consummate the transactions contemplated hereby. (e) The shares of Seagull Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance. (f) Parent and Company Any consent or approval required with respect to the transactions contemplated by this Agreement from the APUC shall have each received a letter of KPMG Peat Marwick LLP dated been obtained on terms reasonably satisfactory to Seagull and OEI. (g) Any applicable waiting period under the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles BoardHSR Act shall have expired or been terminated.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to the Obligation of Each Party. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to The Target Stockholders' Approval and the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall Parent Share Issuance Approval must have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminatedobtained. (b) No action, suit or proceeding instituted by any Governmental Authority may be pending and no statute, rule, order, decree or regulation and no injunction, order, decree or judgment of any court or Governmental Authority of competent jurisdiction may be in effect, in each case which would prohibit, restrain, enjoin or restrict the consummation of the Transactions; provided, however, that the party seeking to terminate this Agreement pursuant to this subsection (b) must have used all reasonable best efforts to prevent the entry of such injunction or other order. (c) The Registration Statement shall must have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall may be in effect and no proceeding for such purpose shall may be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary Each of Target and Parent must have obtained all material permits, authorizations, consents, or permanent injunction or other order by any federal or state court in approvals required to consummate the United States which prohibits the consummation of the Merger shall have been issued and remain in effectTransactions. (e) Each The Parent Common Shares to be issued in the Merger must have been approved for listing on the New York Stock Exchange, subject to official notice of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated herebyissuance. (f) Parent and Company shall must have each received a letter of KPMG Peat Marwick LLP dated supplemental ruling from the Effective Time, addressed Internal Revenue Service or a tax opinion reasonably acceptable to Plains Resources Inc. from counsel to Parent and Company stating to the effect that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 Transactions would not adversely affect the tax treatment of the Accounting Principles Boardspin-off of Parent from Plains Resources Inc. under Section 355 of the Code as ruled by the Internal Revenue Service in its private letter rulings to Plains Resources Inc. dated November 5, 2002 and May 22, 2002; provided, however, that if counsel to Parent shall not render such opinion, this condition shall nonetheless be deemed satisfied if other nationally-recognized counsel shall render such opinion to Parent.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to Each Party's Obligation to Effect the --------------------------------------------------- Merger. The respective obligations of each party to effect the Merger shall be ------ subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion consummation of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SECAct. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of each of the Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of the Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and the Company and to consummation of the transactions contemplated hereby. (f) Parent and Sub and the Company shall have each received a letter of KPMG Peat Marwick LLP LLP, dated the Effective Time, in form and substance satisfactory to Parent addressed to Parent and Sub and the Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger VCM; (b) this Agreement shall have been authorized approved and adopted by the requisite vote Board of the stockholders Directors of ParentVITAL and VCM; (c) no statute, in each case in accordance with applicable law. (d) No preliminary rule, regulation, executive order, decree, ruling or permanent injunction shall have been enacted, entered, promulgated or other order enforced by any federal or state court in the United States court or United States governmental authority which prohibits prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been issued either filed or received; and remain Section 5.2. Conditions to the Obligations of VITAL. The obligation of VITAL to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations of VCM contained in effect. this Agreement or in any other document delivered pursuant hereto shall be true and correct (eexcept to the extent that the breach thereof would not have a Material Adverse Effect on VCM) Each at and as of Company the Effective Time with the same effect as if made at and Parent as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date), and at the Closing VCM shall have obtained such consents from third parties delivered to VITAL a certificate to that effect; (b) each of the covenants and government instrumentalities in addition obligations of VCM to be performed at or before the Effective Time pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation terms of the transactions contemplated hereby. (f) Parent and Company this Agreement shall have each received a letter of KPMG Peat Marwick LLP dated been duly performed in all material respects at or before the Effective Time, addressed Time and at the Closing VCM shall have delivered to Parent and Company stating VITAL a certificate to that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.effect;

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or the Federal Trade Commission challenging or seeking to enjoin the consumma- tion consummation of this transaction, which action shall not have not been withdrawn or terminated; (b) No statute, rule, regulation, executive order, decree, ruling or preliminary or permanent injunction of any Governmental Entity having jurisdiction which prohibits, restrains or enjoins consummation of the Merger shall be in effect; (c) Each of the Company, AFI, and Merger Sub shall have made the filings, and obtained the permits, authorizations, consents, or approvals set forth on Schedule 8.1(c) hereto (collectively, the "Required Consents"); and (d) The Company Stockholder Approval shall have been obtained. 8.2 Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following additional conditions: (a) Each of AFI and Merger Sub shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time; and the representations and warranties of AFI and Merger Sub contained in this Agreement shall be true and correct in all respects when made and as of the Effective Time as if made at such time (except to the extent such representations and warranties speak as of a specified date, they need only be true and correct in all respects as of such specified date), interpreted without giving effect to the words "materially" or "material" or to any qualifications based on such terms or based on the defined term AFI Material Adverse Effect, except where the failure of all such representations and warranties to be true and correct, in the aggregate, has not had, or would not reasonably be expected to have a AFI Material Adverse Effect. Without limiting the foregoing, the representations and warranties of AFI and Merger Sub contained in the first sentence of Sections 5.2.1, 5.2.2 and 5.2.3 shall be true and correct in all respects with regard to any such representations or warranties containing the qualifications "materially" or "material" or any other qualification based on such terms or the defined term AFI Material Adverse Effect, and shall be true and correct in all material respects, both individually and in the aggregate, with regard to any such representation and warranty not so qualified, in each case as of the Effective Time (or to the extent such representations or warranties speak as of an earlier date, they shall be true and correct in all material respects or all respects, as applicable, as of such earlier date); (b) The Registration Statement Company shall have become effective in accordance with received a certificate of an executive officer of AFI as to the provisions satisfaction of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be conditions set forth in effect and no proceeding for such purpose shall be pending before or threatened by the SEC.Section 8.2(a); and (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote The Company received written approval of the stockholders Thrift Merger from the OTS, to the extent the same is required by Applicable Law. 8.3 Conditions to Obligations of Company AFI and Merger Sub to Effect the issuance Merger. The obligations of the Parent Shares in connection with AFI and Merger Sub to effect the Merger shall have been authorized be subject to the satisfaction or waiver by AFI at or prior to the requisite vote Effective Time of the stockholders following additional conditions: (a) The Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time; the representations and warranties of Parentthe Company contained in this agreement shall be true and correct in all respects when made and as of the Effective Time as if made at such time (except to the extent such representations and warranties speak as of a specified date, they need only be true and correct in all respects as of such specified date), interpreted without giving effect to the words "materially" or "material" or to any qualifications based on such terms or based on the defined term Company Material Adverse Effect, except where the failure of all such representations and warranties to be true and correct, in the aggregate, has not had, or would not reasonably be expected to have a Company Material Adverse Effect. Without limiting the foregoing, the representations and warranties of the Company contained in the first sentence of Section 5.1.1, and Sections 5.1.3, 5.1.4, 5.1.5, 5.1.32 and 5.1.33 shall be true and correct in all respects with regard to any such representations and warranties containing the qualifications "materially" or "material" or any other qualifications based on the defined term Company Material Adverse Effect, and shall be true and correct in all material respects, both individually and in the aggregate, with regard to any such representation and warranty not so qualified, in each case as of the Effective Time (or, to the extent such representations and warranties speak as of an earlier date, they shall be true and correct in accordance with applicable law.all material respects or all respects, as applicable, as of such earlier date); (b) AFI and Merger Sub shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of the Company as to the satisfaction of the conditions set forth in Section 8.3(a); (c) Since December 31, 2002, no event, occurrence, fact, condition, change, development or effect shall have occurred that, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect; (d) No preliminary There shall not be pending or permanent injunction or other order threatened any material suit by any federal Governmental Entity that has a reasonable likelihood of success which (i) challenges the Merger or state court in any of the United States which prohibits other transactions contemplated by or relating to this Agreement or (ii) seeks to restrain or prohibit the consummation of the Merger shall have been issued and remain in effect.or any other transactions contemplated by or relating to this Agreement; (e) Each of The Company and Parent shall have obtained such consents the Fund Approvals (including, except to the extent not required by SEC exemptive order, shareholder approvals) of new investment advisory contracts and sub-advisory contracts from third parties U.S. Registered Funds representing 80 percent of the total assets of all the U.S. Registered Funds determined as of the date of this Agreement and government instrumentalities in addition to board of director approvals of interim contracts (as contemplated by rule 15a-4 under the Investment company Act ) with the remaining U.S. Registered Funds. (f) Appraisal rights shall not have been perfected pursuant to Section 262(d) of the HSR Act DGCL by the stockholders of the Company with respect to more than 10% of the issued and outstanding shares of Common Stock as of immediately prior to the Effective Time; (g) AFI, Merger Sub and Frontier shall be have received written approval of the Thrift Merger from the OTS, to the extent the same is required by Applicable Law, and which are material written confirmation or other written guidance from the OTS, reasonably satisfactory to Parent AFI, that the Merger and Company the Thrift Merger, and to the consummation of the transactions contemplated herebyby this Agreement, will not adversely affect the existing status under Section 10(c)(9)(C) of HOLA of AFI or any Subsidiary or Affiliate of AFI that controls Frontier. (fh) Parent and Company The Required Consents shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed be subject only to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 (i) conditions customarily imposed by insurance or other applicable regulatory authorities in transactions of the Accounting Principles Boardtype contemplated by this Agreement, and (ii) other conditions that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or a AFI Material Adverse Effect (after giving effect to the consummation of the Merger).

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER7.1. Conditions to Each Party's Obligation to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be is subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) This Agreement and the Distribution Agreement shall have been adopted by the affirmative vote of the stockholders of Parent by the requisite vote in accordance with applicable Law; (b) No statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits the consummation of the Distribution, the Merger or the transactions contemplated hereby; (c) Any waiting period applicable to the consummation of the Merger under the HSR Act Antitrust Laws shall have terminated or expired or been terminated, and no action all other Required Regulatory Approvals shall have been instituted received; (d) Parent shall have received a favorable IRS ruling on qualification of the transactions contemplated by the Department Distribution Agreement, in form and substance reasonably satisfactory to Parent and Seller, subject to the provisions of Justice Section 6.12; and (e) The closing under the UK Stock Purchase Agreement shall have occurred. Section 7.2. Conditions to the Obligation of Seller and Company to Effect the Merger. The obligation of Seller and Company to effect the Merger is further subject to the satisfaction at or Federal Trade Commission challenging prior to the Effective Time of the following conditions: (a) The representations and warranties of Parent, Acquisition and Spinco contained in this Agreement (without giving effect in any such representation or seeking warranty to enjoin any materiality or Parent Material Adverse Effect standard, qualification or exception contained therein) shall be true at and as of the consumma- tion Effective Time with the same effect as though made at and as of this transactionsuch time (except for representations and warranties which speak as of a different date, which action shall be true as of such date); provided, however, that the representations and warranties of Parent, Acquisition and Spinco need not be true, correct and complete at and as of the Effective Time (or at such different date) so long as such representations and warranties which are not true, correct or complete at and as of the Effective Time (taken together but without giving effect to any materiality or Parent Material Adverse Effect standard, qualification or exception contained therein) would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, conditions (financial or otherwise) or results of operations of Company and the Retained Business, taken as a whole (a "Combined Business Material Adverse Effect"); and provided further that, if the transactions contemplated by the UK Stock Purchase Agreement are consummated, the representations and warranties of Parent, Acquisition and Spinco at and as of the Effective Time will be deemed not been withdrawn or terminated.to include representations and warranties concerning MMS UK and its business and operations; (b) The Registration Statement Each of Parent, Spinco and Acquisition shall have become effective (x) performed in accordance all material respects its obligations under this Agreement (including Section 6.15 hereof) that are required to be performed by it at or prior to the Effective Time pursuant to the terms hereof, (y) executed and delivered any Transaction Document to which it is a party in the form (or according to the terms) contemplated by this Agreement and the Distribution Agreement (with only such changes as have been approved by Seller in its reasonable discretion) and (z) performed in all material respects its obligations under each such Transaction Document that are required to be performed by it at or prior to the provisions of Effective Time pursuant to the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC.terms thereof; (c) This Each of Parent, Acquisition and Spinco will furnish Seller and Company with such certificates and other documents to evidence the fulfillment of the conditions set forth in this Section 7.2 as Seller and Company may reasonably request; (d) Each of Parent, Acquisition and Spinco shall deliver to Seller and Company the following with respect to Parent, Acquisition or Spinco, as the case may be, each, unless otherwise noted, dated as of the Effective Time: (i) Certified copies of the Certificate of Incorporation of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which such Person is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Effective Time; (ii) Copies of the By-laws of such Person, certified as of the Effective Time by such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and authorizing the execution, delivery and performance of this Agreement and, if applicable, the Transaction Documents, certified as of the Effective Time by the corporate secretary or an assistant secretary of such Person as being in full force and effect without modification or amendment; and (iv) Signature and incumbency certificates of the officers of such Person executing the Agreement and the Transaction Documents; (e) Other than consents and approvals that relate solely to the Retained Business, any third party consents and approvals required to be set forth at Section 4.4(b) of Parent's Disclosure Schedule (whether or not actually set forth at such Section) that are still required shall have been received, unless Seller and Spinco shall have entered into arrangements satisfactory to Seller with respect to any such third party consents and approvals that have not been received; (f) All of the capital stock of MMS Canada shall be held directly by Parent; (g) The Board of Directors of Parent will have taken all action necessary to render the rights issued pursuant to the terms of the Parent Rights Plan inapplicable to the Merger, this Agreement and the transactions contemplated hereby hereby; and (h) The Distribution shall have been approved and adopted by consummated in accordance with the requisite vote terms of the stockholders Distribution Agreement (which shall not have been amended without the consent of Company Seller, such consent not to be unreasonably withheld) and the issuance each supplemental indenture contemplated by Section 2.8 of the Parent Shares Distribution Agreement that is required to be entered into pursuant to such Section shall be in connection with the Merger shall have been authorized by the requisite vote of the stockholders form and substance reasonably satisfactory to Seller. Section 7.3. Conditions to Obligations of Parent, Spinco and Acquisition to Effect the Merger. The obligations of Parent, Spinco and Acquisition to effect the Merger are further subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) The representations and warranties of Seller and Company contained in this Agreement (without giving effect in any such representation or warranty to any materiality or Company Material Adverse Effect standard, qualification or exception contained therein) shall be true at and as of the Effective Time with the same effect as though made at and as of such time (except for representations and warranties which speak as of a different date, which shall be true as of such date); provided however, that the representations and warranties of Seller and Company need not be true at and as of the Effective Time (or at such different date) so long as such representations and warranties which are not true at and as of the Effective Time (taken together but without giving effect to any materiality or Company Material Adverse Effect standard, qualification or exception contained therein) shall not constitute a Combined Business Material Adverse Effect; (b) Each of Seller and Company shall have (x) performed in all material respects its obligations under this Agreement (including Section 6.15 hereof) that are required to be performed by it at or prior to the Effective Time pursuant to the terms hereof, (y) executed and delivered any Transaction Document to which it is a party in the form (or according to the terms ) contemplated by this Agreement and the Distribution Agreement (with only such changes as have been approved by Parent in its reasonable discretion) and (z) performed in all material respects its obligations under each case such Transaction Document that are required to be performed by it at or prior to the Effective Time pursuant to the terms thereof; (c) Each of Seller and Company will furnish Parent and Acquisition with such certificates and other documents to evidence the fulfillment of the conditions set forth in accordance with applicable law.this Section 7.3 as Parent or Acquisition may reasonably request; (d) No preliminary or permanent injunction Each of Seller and Company shall deliver to Parent, Spinco and Acquisition the following with respect to Seller and Company, as the case may be, each, unless otherwise noted, dated as of the Effective Time: (i) Certified copies of the Certificate of Incorporation of each Acquired Company together with a good standing certificate from the Secretary of State of its jurisdiction of incorporation and each other state in which each Acquired Company is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other order by evidence of good standing as to payment of any federal applicable franchise or state court in similar taxes from the United States which prohibits appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the consummation Effective Time; (ii) Copies of the Merger shall have been issued By-laws of each Acquired Company, certified as of the Effective Time by such Acquired Company's corporate secretary or an assistant secretary; (iii) Resolutions of the Board of Directors of such Person approving and remain authorizing the execution, delivery and performance of the Agreement, and, if applicable, the Transaction Documents, certified as of the Effective Time by the corporate secretary or an assistant secretary of such Person as being in effect.full force and effect without modification or amendment; and (iv) Signature and incumbency certificates of the officers of such Person executing the Agreement; (e) Each Other than consents and approvals that relate solely to the Retained Business, any third party consents and approvals required to be set forth at Section 3.4(b) of Company and Parent Seller's Disclosure Schedule (whether or not actually set forth at such Section) that are still required shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby.been received; (f) Parent and Company The Distribution shall have each received a letter of KPMG Peat Marwick LLP dated been consummated in accordance with the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 terms of the Accounting Principles BoardDistribution Agreement; and (g) Any Contracts between Seller or any of its Affiliates and any Acquired Company or any of their Affiliates relating to the matters covered by the Assistance Agreement attached hereto as Exhibit E-1 and the Royalty Agreement Term Sheet attached hereto as Exhibit E-2 shall have been terminated.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER6.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company Stockholder Approval and the issuance NPI Stockholder Approval. (b) The Company, NPI and Merger Sub shall have timely obtained from each Governmental Entity all approvals, waivers and consents, if any, necessary for consummation of the Parent Shares or in connection with the Merger transactions contemplated hereby, including such approvals, waivers and consents as may be required under the HSR Act, Securities Act and under blue sky laws, if any, except for such authorizations, consents or approvals, the failure of which to have been made or obtained does not and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) There shall not be in effect any Law of any Governmental Entity of competent jurisdiction restraining, enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement and no Governmental Entity shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable lawinstituted any proceeding which continues to be pending seeking any such Law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger The Registration Statement shall have been issued declared effective by the SEC and remain in effectshall be effective at the Effective Time, and no stop order suspending effectiveness shall have been issued; no action, suit, proceeding or investigation by the SEC to suspend the effectiveness of the Registration Statement shall have been initiated and be continuing; and all necessary approvals under state securities Laws or the Securities Act or Exchange Act relating to the issuance or trading of the NPI Common Stock shall have been received. (e) Each of Company and Parent The NPI Common Stock required to be issued hereunder shall have obtained such consents from third parties and government instrumentalities in addition been approved for listing on Nasdaq, subject only to pursuant official notice of issuance. Section 6.2 Conditions to the HSR Act as shall be required Obligations of NPI and which are material Merger Sub. The respective obligations of NPI and Merger Sub to Parent and Company and to consummation of consummate the transactions contemplated herebyby this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following additional conditions, any or all of which may be waived in whole or part by NPI and Merger Sub to the extent permitted by applicable Law: (a) The representations and warranties of the Company contained herein shall be true (for the purposes of this Section 6.2(a), without regard to any materiality or Material Adverse Effect qualifier contained therein), except where the failure to be true, individually or in the aggregate, has not had or is not reasonably expected to have a Material Adverse Effect on the Company, in each case on and as of the Closing (except for representations and warranties made as of a specified date, which shall speak only as of the specified date). (b) The Company shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) The Company shall have delivered to NPI a certificate, dated the date of the Closing, signed by the President of the Company (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Section 6.2(a) and Section 6.2(b). (d) Prior to the Closing, there shall not have occurred any Material Adverse Effect on the Company. (e) All holders of shares of Company Preferred Stock shall have converted such shares into shares of Company Common Stock. (f) Parent NPI shall have received an opinion of Xxxx Xxxx Xxxx & Freidenrich LLP, dated the Closing Date, substantially to the effect that on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing as of the Closing Date, for federal income tax purposes the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code. Section 6.3 Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of NPI and Merger Sub contained herein shall be true (for the purposes of this Section 6.3(a), without regard to any materiality or Material Adverse Effect qualifier contained therein), except where the failure to be true, individually or in the aggregate, has not had or is not reasonably expected to have a Material Adverse Effect on NPI, in each case on and as of the Closing Date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date). (b) The Closing Cash shall be no less than $80,000,000. (c) NPI and Merger Sub shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (d) NPI shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of NPI (but without personal liability thereto), certifying as to the actual Closing Cash and fulfillment of the conditions specified in Section 6.3(a), Section 6.3(b) and Section 6.3(c). (e) Prior to the Closing, there shall not have occurred any Material Adverse Effect on NPI. (f) The Company shall have each received a letter an opinion of KPMG Peat Marwick LLP Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP, dated the Effective TimeClosing Date, addressed substantially to Parent the effect that on the basis of facts, representations and Company stating that assumptions set forth in such opinion which are consistent with the state of facts existing as of the Closing Date, for federal income tax purposes the Merger will qualify as constitute a pooling "reorganization" within the meaning of interests transaction under Opinion No. 16 Section 368(a) of the Accounting Principles BoardCode.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 7.01. Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable law: (a) The agreement of merger (within the meaning of Section 251 of the DGCL) contained within this Agreement shall have been adopted by the Required Company Vote; (b) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action early termination thereof shall have been instituted granted; and (c) No statute, rule, regulation, executive order, judgment, decree or injunction that prohibits the consummation of the Merger or makes such consummation illegal shall have been enacted, entered, issued, promulgated or enforced by any court or Governmental Entity against Parent, Merger Sub or the Department Company and continue to be in effect. SECTION 7.02. Conditions to the Obligations of Justice Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or Federal Trade Commission challenging prior to the Effective Time of each of the following additional conditions, any or seeking all of which may be waived in whole or part by Parent to enjoin the consumma- tion extent permitted by applicable law: (a) The representations and warranties of the Company contained herein or otherwise required to be made after the date hereof in a writing expressly referred to herein by or on behalf of the Company pursuant to this transactionAgreement, to the extent qualified by materiality (including a Material Adverse Effect qualification), shall have been true in all respects and, to the extent not so qualified, shall have been true in all material respects, in each case when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which action need be true in all respects, or true in all material respects, as the case may be, only as of the specified date), provided, however, that the condition set forth in this Section 7.02(a) shall be deemed satisfied so long as the failure of all such representations and warranties to be true and correct in the aggregate would not be reasonably expected to have not been withdrawn or terminateda Material Adverse Effect. (b) The Registration Statement Company shall have become effective performed or complied in accordance all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the provisions time of the Securities Act and no stop order suspending Closing, except where the effectiveness of failure to so perform or comply, in the Registration Statement shall aggregate, would not be in effect and no proceeding for such purpose shall be pending before or threatened by the SECreasonably expected to have a Material Adverse Effect. (c) This Agreement and the transactions contemplated hereby The Company shall have been approved and adopted delivered to Parent a certificate, dated the date of the Closing, signed by the requisite vote Chief Executive Officer or Chief Financial Officer of the stockholders of Company and Company, certifying as to the issuance fulfillment of the Parent Shares conditions specified in Sections 7.02(a) and 7.02(b). (i) All authorizations, consents or approvals of a Governmental Entity (other than those specified in Section 7.01(b) hereof) required in connection with the Merger execution and delivery of this Agreement and the performance of the obligations hereunder shall have been authorized by made or obtained, without any limitation, restriction or condition that has or would reasonably be expected to have, individually or in the requisite vote aggregate, a Material Adverse Effect (or an effect on Parent and its Subsidiaries that, were such effect applied to the Company and its Subsidiaries, would have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect), except for such authorizations, consents or approvals, the failure of which to have been made or obtained does not and would not reasonably be expected to have, individually or in the stockholders of Parentaggregate, a Material Adverse Effect (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, would have or would reasonably be expected to have, individually or in each case in accordance with applicable lawthe aggregate, a Material Adverse Effect). (dii) No preliminary There shall not be pending any suit, action or permanent injunction proceeding that is reasonably likely to be adversely determined and that (A) seeks to restrain or other order by any federal or state court in the United States which prohibits prohibit the consummation of the Merger or to unwind the Merger after it has been consummated or (B) seeks to obtain from Parent any damages that would be reasonably expected to have a material adverse effect on the financial condition, business, assets, liabilities or results of operations of Parent and its Subsidiaries (which for these purposes shall have be deemed to include the Company and its Subsidiaries as though the Merger had been issued and remain in effectcompleted), taken as a whole. (e) Each The aggregate number of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to Dissenting Shares as of the HSR Act as Closing Date shall be required and which are material to Parent and Company and to consummation less than 10% of the transactions contemplated herebytotal number of Shares outstanding as of such date. (f) Parent and Company Since the date hereof, there shall not have each received been any state of facts, circumstance, change, development, effect, condition or occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles BoardMaterial Adverse Effect.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER6.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired terminated or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated.expired; (b) The any governmental or regulatory notices, approvals or other requirements necessary to consummate the transactions contemplated hereby and to conduct the business after the Effective Time in all material respects as it was conducted prior thereto (other than under the HSR Act) shall have been given, obtained or complied with, as applicable; (c) there shall be no action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, against either party or any of their respective properties that questions the validity of this Agreement or the transactions contemplated hereby; and (d) either (x) the California Commissioner shall have issued a permit under Section 25121 of the California Corporations Code (following a hearing upon the fairness of the terms and conditions of the Merger, conducted pursuant to Section 25142 of the California Corporations Code) for the issuance of the Parent Common Stock to be issued in the Merger, and all applicable requirements of Section 3(a)(10) of the Securities Act shall have been satisfied or (y) the Registration Statement shall have become effective in accordance with the provisions of under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and be in effect effect, and no proceeding proceedings for such that purpose shall be pending before have been initiated or threatened by the SECSEC and not concluded or withdrawn. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER6.1. Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action this Agreement shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and duly adopted by the requisite vote or written consent of the stockholders of Company the Company, if and to the issuance of extent required by applicable law, in order to consummate the Parent Shares in connection with the Merger Merger; (b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been authorized enacted, entered, promulgated or enforced by the requisite vote any court of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction competent jurisdiction or other order by any federal Governmental Entity having jurisdiction over a party hereto that prohibits, restrains, enjoins or state court in the United States which prohibits restricts the consummation of the Merger Merger; (c) the S-4 shall have been issued become effective under the Securities Act and remain in effect. (e) Each shall not be the subject of Company any stop order or proceedings seeking a stop order and Parent shall have obtained such consents from third parties received all state securities laws or “blue sky” permits and government instrumentalities authorizations necessary to issue shares of Parent Common Stock in addition to pursuant to exchange for Shares in the HSR Act as Merger; Table of Contents (d) the Parent Common Stock shall be required listed for trading on the NYSE and which are material the Parent Common Stock to be issued in the Offer and the Merger and the shares of Parent and Common Stock to be reserved for issuance upon exercise of Company and to consummation of the transactions contemplated hereby. (f) Parent and Company Stock Options shall have each received a letter of KPMG Peat Marwick LLP dated been approved for listing on the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.NYSE;

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) This Agreement shall have been approved and adopted by the Company Requisite Vote and the Share Issuance shall have been approved by the Parent Requisite Vote; (b) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or early termination thereof shall have been terminatedgranted without limitation, restriction or condition; (c) There shall not be in effect any Law of any Governmental Entity of competent jurisdiction, restraining, enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement or permitting such consummation only subject to any condition or restriction that has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company) and no Governmental Entity shall have instituted any proceeding which continues to be pending seeking any such Law. (d) The S-4 shall have been declared effective by the SEC and shall be effective at the Effective Time, and no action stop order suspending effectiveness shall have been instituted issued, no action, suit, proceeding or investigation by the Department SEC to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under state securities Laws or the Securities Act or Exchange Act relating to the issuance or trading of Justice the Parent Common Stock shall have been received. (e) The Parent Common Stock required to be issued hereunder shall have been approved for listing on the NYSE, subject only to official notice of issuance. SECTION 7.2 Conditions to the Obligations of the Parent and the Operating Company. The respective obligations of Parent and the Operating Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or Federal Trade Commission challenging prior to the Effective Time of each of the following additional conditions, any or seeking all of which may be waived in whole or part by Parent and the Operating Company, as the case may be, to enjoin the consumma- tion extent permitted by applicable Law: (a) The representations and warranties of the Company contained herein or otherwise required to be made after the date hereof in a writing expressly referred to herein by or on behalf of the Company pursuant to this transactionAgreement, to the extent qualified by materiality or Material Adverse Effect, shall have been true and, to the extent not qualified by materiality or Material Adverse Effect, shall have been true in all material respects, in each case when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which action shall have not been withdrawn need be true, or terminatedtrue in all material respects, as the case may be, only as of the specified date). (b) The Registration Statement Company shall have become effective performed or complied in accordance all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the provisions time of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SECClosing. (c) This The Company shall have delivered to Parent a certificate, dated the date of the Closing, signed by the President or any Vice President of the Company (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Sections 7.2(a) and 7.2(b). (d) Parent shall have received an opinion of Weil, Gotshal & Xxxxxx LLP, dated the Effective Time, based on the representations of Parent, the Operating Company and the Company, referred to in Section 6.10, to the effect that the Merger will be treated for Federal income Tax purposes as a reorganization within the meaning of Section 368(a) of the Code. (i) All authorizations, consents or approvals of a Governmental Entity (other than those specified in Section 7.1(b) hereof) required in connection with the execution and delivery of this Agreement and the performance of the obligations hereunder shall have been made or obtained, without any limitation, restriction or condition that has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, would have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company), except for such authorizations, consents or approvals, the failure of which to have been made or obtained does not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, would have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company). (ii) There shall not be pending or threatened by any Governmental Entity any suit, action or proceeding (A) seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement or seeking to obtain from the Company or Parent any damages that are material in relation to the Company and its subsidiaries taken as a whole or Parent and its subsidiaries taken as a whole, as applicable, (B) seeking to (1) prohibit or limit the ownership or operation by the Company, Parent or any of their respective subsidiaries of any material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, as applicable, (2) compel the Company, Parent or any of their respective subsidiaries to dispose of or "hold separate" any material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, as applicable, as a result of the Merger or any of the other transactions contemplated by this Agreement or (3) impose any other significant restrictions upon, or the making of any material accommodation (financial or otherwise) in respect of, the transactions contemplated hereby or the conduct of the business of the Surviving Corporation or the Parent (including any agreement not to compete in any geographic area or line of business), (C) seeking to impose limitations on the ability of Parent to acquire or hold, or exercise full rights of ownership of, any shares of capital stock of the Company or the Surviving Corporation, including the right to vote the common stock of the Surviving Corporation, on all matters properly presented to the stockholders of the Surviving Corporation, (D) seeking to prohibit Parent and its subsidiaries from effectively controlling in any material respect the business or operations of the Company and its subsidiaries, taken as a whole, (E) which would result in the abrogation or diminishment of any authority or license granted by any Governmental Entity or (F) which otherwise could reasonably be expected to have a Material Adverse Effect on the Company or Material Adverse Effect on Parent. (iii) Parent, the Operating Company and the Company shall have obtained from or filed with, as appropriate, the relevant Insurance Departments such material consents, approvals, orders, authorizations, registrations, declarations, permits or filings in connection with this Agreement and the transactions contemplated by this Agreement for the conduct of their businesses as currently conducted or as expected to be conducted. All orders, consents, permits, authorizations, approvals, and waivers necessary to be obtained from Insurance Departments for the consummation of the Closing of the transactions contemplated hereby shall have been approved obtained and adopted by the requisite vote of the stockholders of Company shall be in full force and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parenteffect, in each case (A) without the abrogation or diminishment of the authority or license currently held by any Insurance Subsidiary, or the imposition of significant restrictions upon the transactions contemplated hereby or the conduct of the business of such Insurance Subsidiaries, following the Effective Time, (B) without any limitation, requirement or condition on Parent, the Operating Company, the Company or any subsidiary of the Company (other than the Insurance Subsidiaries), (C) without any limitation, requirement or condition on the Insurance Subsidiaries (except as and to the extent any such limitation, requirement or condition may exist on the date hereof in accordance with applicable law. the Orders or as described in Section 3.18(xi) of the Company Disclosure Schedule), (dD) No preliminary without the imposition (either directly, indirectly or permanent injunction by virtue of the transactions contemplated by this Agreement) on Parent or the Operating Company of any guaranty relating to the obligations of any subsidiary of the Company, including, without limitation, the Insurance Subsidiaries, and (E) without requiring Parent, the Operating Company or the Company to vary the financial or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation terms of the transactions contemplated hereby. (f) Parent and The Company shall have each received a letter of KPMG Peat Marwick LLP dated obtained (i) the Effective Time, addressed to Parent consents and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 approvals set forth in Sections 3.3 and 3.8 of the Accounting Principles BoardCompany Disclosure Schedule and (ii) the consent or approval of each person whose consent or approval shall be required under any Material Contract, Real Property Lease or other obligation to which the Company or any of its subsidiaries is a party, except those for which the failure to obtain such consents or approvals does not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and would not prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (g) Not later than 45 days prior to the Company Stockholder Meeting, Parent shall have received from Company's "affiliates" a written agreement substantially in the form attached as Exhibit A. (h) The Company Board shall have adopted the amendments to certain of its incentive plans, as provided in Section 6.11(b).

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER6.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action this Agreement shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and duly adopted by the requisite vote or written consent of the stockholders of Company the Company, if and to the issuance of extent required by applicable law, in order to consummate the Parent Shares in connection with the Merger Merger; (b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been authorized enacted, entered, promulgated or enforced by any court of competent jurisdiction or other Governmental Entity having jurisdiction over a party hereto that prohibits, restrains, enjoins or restricts the requisite vote consummation of the stockholders Merger; (c) the S-4 shall have become effective under the Securities Act and shall not be the subject of Parent, any stop order or proceedings seeking a stop order and Parent shall have received all state securities laws or "blue sky" permits and authorizations necessary to issue shares of Parent Common Stock in each case exchange for Shares in accordance with applicable law.the Merger; (d) No preliminary or permanent injunction or other order by any federal or state court the Parent Common Stock shall be listed for trading on the NYSE and the Parent Common Stock to be issued in the United States which prohibits the consummation of Offer and the Merger and the shares of Parent Common Stock to be reserved for issuance upon exercise of Company Stock Options shall have been issued and remain in effect.approved for listing on the NYSE; (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to purchased Shares pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby.Offer; and (f) Neither the Parent and 368 Opinion nor the Company 368 Opinion shall have each received a letter of KPMG Peat Marwick LLP dated been withdrawn and no event shall have occurred that would prevent Parent from relying on the Effective Time, addressed Parent 368 Opinion or the Company from relying on the Company 368 Opinion; provided that this condition may be waived by Parent solely with respect to the Parent and 368 Opinion or by the Company stating that solely with respect to the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles BoardCompany 368 Opinion.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions To Each Party's Obligation To ---------------------------------------- Effect the Merger. The respective obligations of each party Party to ----------------- effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion consummation of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company RTO and the issuance of the Parent Alrenco Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of ParentAlrenco, in each case in accordance with applicable lawApplicable Law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company RTO and Parent Alrenco shall have obtained such consents from third parties and government instrumentalities Governmental Authorities in addition to pursuant to the HSR Act as shall be required and which are material to Parent Alrenco and Company RTO and to consummation of the transactions contemplated hereby. (f) Parent Each of Alrenco and Company RTO shall have each received a letter of KPMG Peat Marwick Coopers & Lybrand, LLP dated the Effective Time, addressed to Parent tx Xxxxxco and Company RTO stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board. In addition, Alrenco and RTO shall have received a letter of Grant Thornton, LLP dated the Effective Time, addrxxxxx xx Xxxxxco and RTO stating that Alrenco meets the conditions to qualify as a pooling of interests transaction under opinion No. 16 of the Accounting Principles Board, "Business Combinations," and the related published interpretations of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, and the published rules and regulations of the Securities and Exchange Commission. (g) Each of Alrenco and RTO shall have received an opinion of King & Spalding, in form and substance reasonably satisfactory to Alrenco and RTO, dated on or about the date of the mailing of the Proxy Statement to the stockholders of Alrenco and RTO, which opinion shall be reconfirmed as of the Effective Time, substantially to the effect that the Merger will constitute a reorganization for federal income tax purposes within the meaning of section 368(a) of the Code. Section 8.2 Conditions to Obligation of RTO to Effect the --------------------------------------------- Merger. The obligation of RTO to effect the Merger shall be ------ subject to the satisfaction at or prior to the Effective Time of the following additional conditions: (a) Alrenco shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and the representations and warranties of Alrenco contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except (i) for changes specifically permitted by this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date, and RTO shall have received a certificate of Michael D. Walts, Chairman of the Board of Directoxx xxx Xxxxxxxxx of Alrenco, as to the satisfaction of this condition. (b) RTO shall have received an opinion from Stites & Harbison, counsel to Alrenco, dated the Exxxxxxve Xxxx, xx the effect that: (i) Alrenco is a corporation validly existing under the laws of the State of Indiana. (ii) Alrenco has the corporate power to enter into this Agreement and to consummate the transactions contemplated hereby; and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by requisite corporate action taken on the part of Alrenco. (iii) This Agreement has been executed and delivered by Alrenco and is a valid and binding obligation of Alrenco, enforceable against Alrenco in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. (iv) Neither the execution and delivery of this Agreement by Alrenco, nor the consummation by Alrenco of the transactions contemplated hereby, will violate the Articles of Incorporation or By-Laws of Alrenco or, to the best knowledge of such counsel, and except as set forth in the Alrenco Disclosure Letter without having made any independent investigation, will constitute a violation of or a default under (except for any such violation or default as to which requisite waivers or consents either shall have been obtained by Alrenco prior to the Effective Time or shall have been waived by RTO in writing) any material contract, agreement or instrument to which Alrenco is subject and which has been specifically identified to such counsel by Alrenco in connection with rendering such opinion. (v) The Alrenco Shares to be issued in connection with the transactions contemplated by this Agreement are duly authorized and reserved for issuance and, when issued as contemplated by this Agreement, will be validly issued, fully paid and nonassessable. (vi) While such counsel assumes no responsibility for any event, occurrence or statement of fact relating to Alrenco or for the accuracy completeness or fairness of any statements contained in or omitted from the Registration Statement or the Proxy Statement, and while such counsel expresses no opinion as to the financial statements or other financial or statistical data contained therein with respect to information in the Registration Statement or the Proxy Statement relating to Alrenco, the Registration Statement complies as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations promulgated thereunder. In addition, in such opinion, such counsel shall state that such counsel has no reason to believe that the Registration Statement or the Proxy Statement, as amended or supplemented to the date of such opinion, insofar as it relates to Alrenco, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the light of the circumstances in which they were made) not misleading, except such counsel expresses no belief as to the financial statements or other financial or statistical data contained in the Registration Statement or the Proxy Statement. As to any matter in such opinion which involves matters of fact or matters relating to laws other than the laws of the United States or the corporate laws of the State of Indiana, such counsel may rely upon the certificates of officers and Directors of Alrenco and of public officials and opinions of local counsel, reasonably acceptable to RTO. (c) The listing application referred to in Section 7.3(b) shall have been approved by the National Association of Securities Dealers for listing on the Nasdaq National Market. (d) From the date of this Agreement through the Effective Time, there shall not have occurred any change in the financial condition, business or operations of Alrenco that would have or would be reasonably likely to have a material adverse effect on Alrenco.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations obligation of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any Company shall have obtained Company Stockholder Approval by the stockholders of Company in connection with the adoption of this Agreement; (b) Parent shall have obtained the Parent Stockholder Approval by the stockholders of Parent in connection with the issuance of Parent Common Stock pursuant to this Agreement; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or other Governmental Entity having jurisdiction over a party hereto that prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the consummation of the Merger under the HSR Act and similar merger notification laws or regulations of foreign Governmental Entities shall have expired terminated or been terminatedexpired; and (e) the S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and Parent shall have received all state securities laws or "blue sky" permits and authorizations necessary to issue shares of Parent Common Stock in exchange for Shares in the Merger. Section 5.2. Conditions to the Obligations of the Company. The obligation of the Company to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations and warranties of Parent and Acquisition contained in this Agreement that are qualified as to materiality or Material Adverse Effect on Parent shall be true and correct, and no action any such representations that are not so qualified shall be true and correct in all material respects at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct in all material respects as of such earlier date) and, at the Closing, Parent and Acquisition shall have been instituted delivered to the Company a certificate to that effect, executed by the Department two (2) executive officers of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated.Parent and Acquisition; (b) The Registration Statement each of the covenants and obligations of Parent and Acquisition to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have become effective been duly performed in accordance with all material respects at or before the provisions Effective Time and, at the Closing, Parent and Acquisition shall have delivered to the Company a certificate to that effect, executed by two (2) executive officers of the Securities Act Parent and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC.Acquisition; (c) This there shall have not occurred and be continuing after the date of this Agreement a Material Adverse Effect on Parent; (d) the shares of Parent Common Stock issuable to the Company's stockholders pursuant to this Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the such other shares required to be reserved for issuance of the Parent Shares in connection with the Merger shall have been authorized by for listing on the requisite vote NYSE upon official notice of issuance; (e) the Company shall have received a written opinion of Stinson Morrison Hecker LLP, counsel to the Company, to the effect thax (x) xhx Xxxxxx xxxx xonstitute a reorganization within the meaning of Section 368(a) of the stockholders Code, and (ii) each of Parent, Acquisition and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code, and such opinion shall not have been withdrawn; provided, however, that if Stinson Morrison Hecker LLP fails to deliver such opinion, then Gibson, Xxxx & Xxxxxxxr XXX, counsel to Parent, may deliver such opinixx xx saxxxxactxxx xx xhis closing condition; provided, further, that any such opinion may rely on representations as such counsel reasonably deems appropriate and on typical assumptions. Parent, Acquisition, and the Company agree to provide to such counsel such representations as such counsel reasonably requests in connection with rendering such opinions. Section 5.3. Conditions to the Obligations of Parent and Acquisition. The respective obligations of Parent and Acquisition to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations and warranties of the Company contained in this Agreement (other than those contained in Section 2.22) that are qualified as to materiality or Material Adverse Effect on Company shall be true and correct, and any such representations that are not so qualified, shall be true and correct in all material respects at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct in all material respects as of such earlier date) and, at the Closing, the Company shall have delivered to Parent and Acquisition a certificate to that effect, executed by two (2) executive officers of the Company; (b) each case of the covenants and obligations of the Company to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in accordance with applicable law.all material respects at or before the Effective Time and, at the Closing, the Company shall have delivered to Parent and Acquisition a certificate to that effect, executed by two (2) executive officers of the Company; (c) there shall have not occurred and be continuing after the date of this Agreement a Material Adverse Effect on the Company; (d) No preliminary or permanent injunction or other order by any federal or state court in Parent shall have received a written opinion of Gibson, Dunn & Crutcher LLP, counsel to Parent, to the United States which prohibits effect that (i) xxx Xerxxx wilx xxxxxxtute a reorganization within the consummation meaning of Section 368(a) of the Merger Code, and (ii) each of Parent, Acquisition and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code, and such 48 opinion shall not have been issued withdrawn; provided, however, that if Gibson, Dunn & Crutcher LLP fails to deliver such opinion, then Stinsox Xxxxisxx Xeckxx XXX, counsel to the Company, may deliver such xxxxxxx xx xxxxxfxxxxxx of this closing condition; provided, further, that any such opinion may rely on representations as such counsel reasonably deems appropriate and remain on typical assumptions. Parent, Acquisition, and the Company agree to provide to such counsel such representations as such counsel reasonably requests in effect.connection with rendering such opinions; (e) Each of Parent and the Company and Parent shall have obtained such consents from third parties the consents, approvals and government instrumentalities waivers set forth in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation Section 5.3(e) of the transactions contemplated hereby.Disclosure Letter; and (f) Parent and Company shall have each received entered into an amendment of that certain License Agreement between the Company and Asics Corporation, a letter corporation existing under the laws of KPMG Peat Marwick LLP Japan, dated as of January 21, 1998, substantially in the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 form set forth in Section 5.3(f) of the Accounting Principles BoardDisclosure Letter.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. 5.1 Conditions to Each Party's Obligations to Effect the Merger The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger Company; (b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been authorized enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; and (c) any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received. 5.2 Conditions to the Obligations of the Company The obligation of the Company to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations of Parent and Sub contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct in all material respects at and as of the Effective Time with the same effect as if made at and as of the Effective Time, and at the Closing Parent and Sub shall have delivered to the Company a certificate to that effect signed by the requisite vote chief executive officer of each of Parent and Sub; and (b) each of the stockholders obligations of ParentParent and Sub to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and at the Closing Parent and Sub shall have delivered to the Company a certificate to that effect signed by the chief executive officer of each of Parent and Sub. 5.3 Conditions to the Obligations of Parent and Sub The respective obligations of Parent and Sub to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations of the Company contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct in all material respects at and as of the Effective Time with the same effect as if made at and as of the Effective Time, and at the Closing the Company shall have delivered to Parent and Sub a certificate to that effect signed by the chief executive officer of the Company; (b) each of the obligations of the Company to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and at the Closing the Company shall have delivered to Parent and Sub a certificate to that effect signed by the chief executive officer of the Company; (c) the Company shall have obtained the consent or approval of each case person whose consent or approval shall be required in accordance with applicable law.order to permit the succession by the Surviving Corporation pursuant to the Merger to any obligation, right or interest of the Company or any subsidiary of the Company under any loan or credit agreement, note, mortgage, indenture, lease or other agreement or instrument, except for those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on the Company; (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger there shall have been issued and remain in effect.no events, changes or effects with respect to the Company or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on the Company; and (e) Each each employee of the Company and Parent its subsidiaries shall have obtained such consents from third parties entered into a Proprietary Rights and government instrumentalities Confidentiality Agreement, in addition to pursuant to the HSR Act form attached hereto as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.Exhibit A.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER6.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance shareholders of the Parent Company; (b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority and continued in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger; (c) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; (d) the FCC shall have consented to the transfer of control of the FCC Licenses, by means of action by the FCC (including action duly taken by the FCC's staff, pursuant to delegated authority), which shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which no timely request for stay, petition for rehearing, appeal or certiorari or sua sponte action of the FCC with comparable effect shall be pending and as to which the time for filing any such request, petition, appeal, certiorari or for the taking of any such sua sponte action by the FCC shall have expired; (e) the S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and GM shall have received all state securities laws or "blue sky" permits and authorizations necessary to issue shares of Acquiror Stock in exchange for the Shares in connection with the Merger; and (f) the Acquiror Stock issuable in the Merger shall have been authorized by for listing on the requisite vote NYSE, subject to official notice of the stockholders of Parent, in each case in accordance with applicable lawissuance. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER6.1 Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to effect consummate the Merger shall will be subject to the satisfaction or written waiver (to the extent permitted under applicable Law) at or prior to the Effective Time of each of the following conditions: (a) Any The Company Stockholder Approval shall have been obtained. (b) (i) The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, terminated and no action (ii) any applicable waiting period or any approval or authorization required to be obtained from any Governmental Entity under the Competition Laws of the jurisdictions set forth on Section 6.1(b) of the Company Disclosure Schedule for the consummation of the Merger shall have been instituted by the Department of Justice expired or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transactionbeen obtained, which action shall have not been withdrawn or terminatedas applicable. (bi) No Governmental Entity set forth on Section 6.1(c) of the Company Disclosure Schedule shall have issued an Order or taken any other action enjoining or otherwise prohibiting the consummation of the Merger and (ii) there shall be no Law in effect which makes the Merger illegal or prohibits or otherwise prevents the consummation of the Merger. (d) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be have been issued by the SEC and remain in effect and no proceeding for such purpose to that effect shall be pending before have been commenced or threatened by the SECunless subsequently withdrawn. (ce) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the The Parent Shares to be issued in connection with the Merger shall have been authorized by and approved for listing on the requisite vote NYSE subject to official notice of issuance. 6.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or written waiver (to the extent permitted under applicable Law) at or prior to the Effective Time of each of the stockholders following conditions: (a) (i) The representations and warranties of Parentthe Company set forth in Section 3.2(a) – (c) will be true and correct in all respects (except for any inaccuracies that would not, in each case the aggregate, reflect an underrepresentation of the number of fully diluted Shares outstanding, before giving effect to the Merger, of more than 0.50% from that reflected in accordance such representations) as of the Closing Date with applicable lawthe same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct as of such date or time), (ii) the representations and warranties of the Company contained in Section 3.1(a) and Section 3.3 of this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein) shall be true and correct in all respects as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct as of such date or time), except as would not have a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred any change, event, development, condition, occurrence or effect or state of facts that has had a Company Material Adverse Effect. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation received a certificate of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter Company, executed by an executive officer of KPMG Peat Marwick LLP the Company, dated as of the Effective TimeClosing Date, addressed to Parent and Company stating certifying that the Merger will qualify as a pooling conditions set forth in subsections (a), (b) and (c) of interests transaction under Opinion No. 16 of the Accounting Principles Boardthis Section 6.2 have been satisfied.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable There shall not be in effect any statute, rule, regulation, executive order, decree, ruling or injunction or other order of a court or governmental or regulatory agency of competent jurisdiction directing that the transactions contemplated herein not be consummated; provided, however, that prior to invoking this condition each party shall use all commercially reasonable efforts to have any such decree, ruling, injunction or order vacated. (b) All governmental consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Effective Time, and the waiting periods under the HSR Act shall have expired or been terminated, and no action . (c) Company Shareholder Approval shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminatedobtained. (bd) Parent Shareholder Approval shall have been obtained in accordance with applicable law, the Nasdaq and Parent's Articles of Incorporation. (e) The shares of Parent Common Stock issuable in connection with the Merger shall have been approved for trading on the Nasdaq, subject to official notice of issuance. (f) The Registration Statement shall have become effective in accordance with the provisions of under the Securities Act Act, and all post-effective amendments shall have been declared effective or shall have been withdrawn; and no stop order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or parties, threatened by the SEC. (cg) This Agreement There shall have been obtained any and all material permits, approvals and consents of securities or "blue sky" authorities of any jurisdiction that are necessary so that the consummation of the Merger and the transactions contemplated hereby thereby will be in compliance with applicable laws, the failure to comply with which would have a Parent Material Adverse Effect. (h) In the absence of a Reverse Merger Circumstance, the Company and Parent shall have received the Tax Opinion. 7.2 Conditions to the Company's Obligations to Effect the Merger. The obligations of the Company to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following additional conditions: (a) The representations and warranties of Parent and Newco contained in this Agreement shall be true and correct (in all material respects, in the case of representations and warranties not already qualified as to materiality by their terms) at and as of the Effective Time as though made on and as of such date (except (i) for changes specifically permitted by this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date), and the Company shall have received a certificate of the President or a Vice President of Parent to the foregoing effect. (b) Parent and Newco shall have performed and complied with in all material respects their obligations under this Agreement to be performed or complied with on or prior to the Effective Time, and the Company shall have received a certificate of the President or a Vice President of Parent to the foregoing effect. (c) There shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the no Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of ParentMaterial Adverse Effect since November 21, in each case in accordance with applicable law2001. (d) No preliminary Parent shall have increased the number of its Board of Directors to include Xxxx X. Xxxxx as a Class A Director. Such person so appointed shall serve until such time as his successor has been duly elected, qualified, or permanent injunction appointed. Parent's Board of Directors shall nominate Xx. Xxxxx for reelection in 2002 as a Class A Director, and support his reelection at Parent's 2002 annual meeting of shareholders. 7.3 Conditions to Parent's and Newco's Obligations to Effect the Merger. The obligations of Parent and Newco to effect the Merger are subject to the satisfaction at or other order by any federal or state court prior to the Effective Time of the following additional conditions: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct (in all material respects, in the United States which prohibits the consummation case of representations and warranties not already qualified as to materiality by their terms) at and as of the Merger Effective Time as though made on and as of such date (except (i) for changes specifically permitted by this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date), and Parent shall have received a certificate of the President or a Vice President of the Company to the foregoing effect. (b) The Company shall have performed and complied with in all material respects its obligations under this Agreement to be performed or complied with on or prior to the Effective Time, and Parent shall have received a certificate of the President or a Vice President of the Company to the foregoing effect. (c) No Distribution Date (as defined in the Company Rights Agreement) shall have occurred. (d) All of the Company's Preferred Stock shall have been issued redeemed or converted into shares of the Company's Common Stock in accordance with the provisions of Sections 5, 7 and remain in effect11 of such Preferred Stock, and on terms and conditions reasonably satisfactory to Parent. (e) Each of The Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material delivered to Parent and Company and agreements in the form of Exhibit D ("COMPANY AFFILIATE AGREEMENTS") executed by each person who could reasonably be deemed to consummation be an "affiliate" of the transactions contemplated herebyCompany (as that term is used in Rule 145 of the Securities Act). (f) Parent and Company There shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Timebeen no Company Material Adverse Effect since November 21, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board2001.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger CAFT; (b) this Agreement shall have been authorized approved and adopted by the requisite vote Board of Directors of PRTE and CAFT; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the stockholders of Parent, in each case in accordance with applicable law.Merger; (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been issued either filed or received; and Section 5.2. Conditions to the Obligations of PRTE. The obligation of PRTE to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations of CAFT contained in this Agreement or in any other document delivered pursuant hereto shall be true and remain correct (except to the extent that the breach thereof would not have a Material Adverse Effect on CAFT) at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date), and at the Closing CAFT shall have delivered to PRTE a certificate to that effect.; (b) each of the covenants and obligations of CAFT to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and at the Closing CAFT shall have delivered to PRTE a certificate to that effect; (d) CAFT shall have obtained the consent or approval of each person whose consent or approval shall be required in order to permit the Merger as relates to any obligation, right or interest of CAFT under any loan or credit agreement, note, mortgage, indenture, lease or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, in the reasonable opinion of PRTE, individually or in the aggregate, have a Material Adverse Effect on CAFT; (e) Each of Company and Parent there shall have obtained such consents from third parties and government instrumentalities in addition been no events, changes or effects with respect to pursuant CAFT or its subsidiaries having or which could reasonably be expected to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.Material Adverse Effect on CAFT; and

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER7.1. Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by board of directors of the party being benefited thereby, to the extent permitted by applicable law: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall must have been approved and adopted by the requisite vote Company Requisite Vote. (b) The Company, Parent and Merger Sub must have timely obtained from each Governmental Entity all approvals, waivers and consents, if any, necessary under applicable federal, state, local, and foreign laws for consummation of the stockholders of Company and the issuance of the Parent Shares or in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (fc) There may not be in effect any law of any Governmental Entity of competent jurisdiction restraining, enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement. (d) The Commissioner must have issued a permit for the issuance of the Parent Preferred Stock as contemplated in Section 6.1(a). (e) All applications, notices, filings, and registrations required to be made with, and all waivers, approvals, authorizations, permits and exemptions required to be obtained from any Governmental Entity, in each of the foregoing cases, that are required for the issuance of the Merger Consideration to the shareholders of the Company pursuant to the Merger under all applicable state, federal and foreign securities laws shall have been made or obtained. 7.2. Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing Date of each of the following additional conditions, any or all of which may be waived in whole or part by the board of directors of Parent and Merger Sub, as the case may be, to the extent permitted by applicable law: (a) The representations and warranties of the Company contained in this Agreement must be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date and Parent and Merger Sub must have received a certificate, dated as of the Closing Date, signed by a duly elected officer of the Company to the foregoing effect. (b) Parent and Company shall Merger Sub must have each received a letter certificate, dated as of KPMG Peat Marwick LLP the Closing Date, from a duly elected officer of the Company certifying that immediately prior to, and upon consummation of, the Closing, the Company's Working Capital is at least One Million One Hundred Thousand Dollars ($1,100,000.00). (c) The Company must have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date and Parent and Merger Sub must have received a certificate, dated as of the Effective TimeClosing Date, addressed signed by a duly elected officer of the Company to the foregoing effect. (d) Prior to the Closing, there may not have occurred any Company Material Adverse Effect or any material casualty or damage (whether or not insured) to any facility, property or equipment owned or used by the Company or its Subsidiary and the businesses of the Company and its Subsidiary must have been conducted only in the ordinary course consistent with past practices. (e) At least eighty-five percent (85%) of the Company Common Stock outstanding at the time of the vote for the Company Requisite Vote voted in favor of the transactions contemplated by this Agreement. (f) The Company must deliver to Parent copies of the minute books and stock transfer records of the Company. (g) The Company must have validly obtained all of the outstanding capital stock of its Subsidiary so that its Subsidiary becomes a wholly-owned subsidiary of the Company. (h) The Company's Subsidiary must have filed with the Companies Registry in London statutory accounts for the years ended June 30, 2000 in accordance with all applicable legal requirements and without liability on the part of the Company, Parent, Merger Sub or any of their respective directors and officers after the Closing. (i) All consents and approvals of any Governmental Entity (other than the filing and recordation of the Agreement of Merger and such other documents as may be required under California law) or third party required in connection with the execution, delivery and performance of this Agreement (including, without limitation, the consents listed on Schedule 4.4(c)) must have been obtained. (j) The Company must have delivered to Parent and Merger Sub a certificate issued by the Secretary of State or other appropriate officials of the Company's and its Subsidiary's jurisdiction of incorporation or organization and of all states in which the Company stating that is qualified as a foreign entity as to the good standing of the Company and its Subsidiary in such jurisdictions and states as of a date no earlier than 5 days before the Closing Date. (k) Prior to the Company Shareholder Meeting, Parent must have received from each of the Company's "affiliates" identified on Schedule 6.12 a written agreement substantially in the form attached as Exhibit C. (l) The Company and its Subsidiary must have obtained duly executed assignments of interest sufficient in Parent's judgment to transfer to and vest in the Company or its Subsidiary, as the case may be, an undivided ownership interest in and to the SONAS Technology. (m) Parent must have received from Xxxxxxx Xxxxxx his duly executed counterpart of an Employment Agreement in substantially the form as attached hereto as Exhibit D (the "Employment Agreement"). (n) Parent must have received from Xxxxxxx Xxxxxx his duly executed counterpart of a Noncompetition Agreement in substantially the form as attached hereto as Exhibit E (the "Noncompetition Agreement"). (o) The Company must have delivered to Parent and Merger Sub a certificate from the Secretary or Assistant Secretary of the Company and of its Subsidiary, dated the Closing Date, certifying that: (i) a true and complete copy of the Company's and its Subsidiary's, as applicable, articles of incorporation and charter documents as in effect on the Closing Date is attached thereto; (ii) a true and complete copy of the bylaws or other similar document of the Company and its Subsidiary, as applicable, as in effect on the Closing Date is attached thereto; (iii) a true and complete copy of the resolutions of the Company's Board of Directors adopted in accordance with the California Law approving the transactions contemplated by this Agreement, including the Merger, is attached thereto; (iv) the number and percentage of the shares of Company Common Stock held by shareholders of the Company entitled to vote with respect to the Merger will qualify as a pooling of interests transaction under Opinion No. 16 that have voted in favor of the Accounting Principles Boardtransactions contemplated by this Agreement, including the Merger, and that a true and complete copy of the resolutions adopted by the shareholders in accordance with the California Law approving the transactions contemplated by this Agreement, including Merger, is attached thereto; and (v) the Company's incumbent officers and their respective specimen signatures are set forth thereon.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 SECTION 6.1 CONDITIONS TO EACH PARTY'S OBLIGATION OBLIGATIONS TO EFFECT THE MERGER. The respective obligations of each party the Company, Parent and the Sellers to effect the Merger shall be transactions contemplated hereby are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to this Agreement and the consummation Merger shall have been approved at the Parent Special Meeting by Parent Shareholders representing a majority of the Merger under outstanding Parent Shares entitled to vote at the Parent Special Meeting; (b) the Company Shareholder Approval executed concurrently with this Agreement shall remain in full force and effect; (c) All necessary filings, if any, pursuant to the HSR Act and any applicable foreign antitrust law or rule shall have been made and all applicable waiting periods thereunder shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits Merger Securities to be issued on the Closing Date shall have been approved for listing on the NYSE, subject to official notice of issuance; (e) except as would not reasonably be expected to have a Material Adverse Effect, all approvals, consents and authorizations of, filings and registrations with, and applications and notifications to all third parties and Regulatory Entities required for the consummation of the Merger shall have been issued obtained or made and remain shall be in effect. (e) Each of Company full force and Parent effect and all waiting periods required by applicable law shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby.expired; (f) Parent and Company no existing or future statute, rule, regulation, executive order, decree, ruling or injunction shall have each received a letter been enacted, entered, promulgated or enforced by any Regulatory Entity which has the effect of KPMG Peat Marwick LLP dated making the Effective Time, addressed to Parent and Company stating that consummation of either of the Merger will qualify as a pooling of interests transaction under Opinion No. 16 illegal or prevents or prohibits consummation of the Accounting Principles BoardMerger, and no action by any Regulatory Entity shall have been instituted or threatened which questions the validity or legality of the Merger or the transactions contemplated hereby and which could reasonably be expected to damage Parent or the Company if the transactions contemplated hereunder are consummated; (g) Parent, the Representative and the Escrow Agent shall have entered into the Escrow Agreement.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to the Obligation of Each Party. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to The Belco Stockholders' Approval and the Westport Stockholders' Approval shall have been obtained. (b) No action, suit or proceeding instituted by any Governmental Authority shall be pending and no statute, rule or regulation and no injunction, order, decree or judgment of any court or Governmental Authority of competent jurisdiction shall be in effect, in each case which would prohibit, restrain, enjoin or restrict the consummation of the Merger under or has the HSR Act shall have expired or been terminated, and no action shall have been instituted by effect of making the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminatedMerger illegal. (bc) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (cd) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote The shares of the stockholders of Company and the issuance of the Parent Shares Belco Common Stock to be issued in connection with the Merger shall have been authorized by approved for listing on the requisite vote NYSE, subject to official notice of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effectissuance. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to Any applicable waiting period under the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated herebyhave expired or been terminated. (f) Parent and Company Other than the Certificates of Merger which shall be filed in accordance with Section 1.2, all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Authority the failure of which to file, obtain or occur would have a Belco Material Adverse Effect or a Westport Material Adverse Effect shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Timebeen filed, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Boardbeen obtained or occurred.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) This Agreement shall have been approved and adopted by the Company Requisite Vote. (b) Any waiting period periods applicable to the consummation of the Merger under the HSR Act shall have expired or early termination thereof shall have been terminatedgranted without limitation, restriction or condition. (c) There shall not be in effect any Law of any Governmental Entity of competent jurisdiction restraining, enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement. (d) The S-4 shall have been declared effective by the SEC and shall be effective at the Effective Time, and no action stop order suspending effectiveness shall have been instituted issued; no action, suit, proceeding or investigation by the Department SEC to suspend the effectiveness thereof shall have been initiated and be continuing; and all necessary approvals under state securities Laws or the Securities Act or Exchange Act relating to the issuance or trading of Justice or Federal Trade Commission challenging or seeking the Parent Common Stock shall have been received. (e) The Parent Common Stock required to enjoin be issued hereunder shall have been approved for listing on the consumma- tion NYSE, subject only to official notice of issuance. (f) The Company shall have received and delivered to Parent a letter from KPMG LLP dated as of the date the S-4 is declared effective and dated as of the Closing Date, stating that the accounting of the Merger as a "pooling of interests" under APB 16 and the applicable SEC rules and regulations is appropriate if the Merger is consummated as contemplated by this Agreement. Parent shall have received and delivered to the Company a letter from Ernst & Young LLP, dated as of the date the S-4 is declared effective and dated as of the Closing Date, stating that accounting of the Merger as a "pooling of interests" under APB 16 and the applicable SEC rules and regulations is appropriate if the Merger is consummated as contemplated by this Agreement. Notwithstanding the foregoing, the satisfaction of this transactionSection 7.1(f) shall not be a condition to the obligations of a party to effect the Merger if the failure to satisfy this condition results from any action taken or agreed to be taken by or on behalf of such party. SECTION 7.2 Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following additional conditions, any or all of which may be waived in whole or part by Parent and Merger Sub, as the case may be, to the extent permitted by applicable Law: (a) The representations and warranties of the Company contained herein, to the extent qualified by materiality or Material Adverse Effect, shall, taken as a whole, have been true and, to the extent not qualified by materiality or Material Adverse Effect, shall, taken as a whole, have been true in all material respects, in each case when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which action shall have not been withdrawn need be true, or terminatedtrue in all material respects, as the case may be, only as of the specified date). (b) The Registration Statement Company shall have become effective performed or complied in accordance all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the provisions time of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SECClosing. (c) This The Company shall have delivered to Parent a certificate, dated the date of the Closing, signed by the President or any Vice President of the Company (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Sections 7.2(a) and 7.2(b). (d) Parent shall have received an opinion of Weil, Gotshal & Mangxx LLP, dated the Effective Time, based on the representations of Parent and the Company substantially in the forms attached hereto as Exhibits C and D, to the effect that (i) the Merger will be treated for federal income Tax purposes as a reorganization within the meaning of Section 368(a) of the Code; (ii) each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code; and (iii) no gain or loss will be recognized by the Company, Parent or Merger Sub as a result of the Merger. (e) All authorizations, consents or approvals of a Governmental Entity (other than those specified in Section 7.1(b)) required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby performance of the obligations hereunder shall have been approved made or obtained, without any limitation, restriction or condition that has or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (or an effect on Parent and adopted by its subsidiaries that, were such effect applied to the requisite vote Company and its subsidiaries, could have or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company), except for such authorizations, consents or approvals, the failure of which to have been made or obtained does not and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, has or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company). (f) The Company shall have obtained the consent or approval of each person whose consent or approval shall be required under any of the stockholders Material Contracts listed in Section 3.9 of the Company Disclosure Schedule. (g) Prior to the date of the Company Stockholder Meeting, Parent shall have received from the Company's "affiliates" a written agreement substantially in the form attached as Exhibit B. (h) Holders of no more than that number of outstanding Shares of Company Capital Stock that, when taken together with all other relevant factors, could reasonably be expected to impair or compromise "pooling of interest" treatment, shall have exercised and the issuance of the Parent not withdrawn, forfeited or otherwise permitted to lapse appraisal, dissenter's or similar rights under applicable Law with respect to their Shares in connection with the Merger Merger. (i) All outstanding shares of Series A Preferred Stock and Series B Preferred Stock shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each converted into shares of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated herebyCommon Stock. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) Any waiting period applicable to the consummation of the The Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote Company Requisite Vote. (b) There shall not be in effect any Law of any Governmental Entity of competent jurisdiction restraining, enjoining or otherwise preventing consummation of the stockholders of Company transactions contemplated by this Agreement and the issuance of the Parent Shares in connection with the Merger no Governmental Entity shall have instituted any proceeding which continues to be pending seeking any such Law. (c) The S-4 shall have been authorized declared effective by the requisite vote of SEC and shall be effective at the stockholders of ParentEffective Time, in each case in accordance with applicable lawand no stop order suspending effectiveness shall have been issued and no action, suit, proceeding or investigation by the SEC or any state securities administrator to suspend the effectiveness thereof shall have been threatened, initiated and be continuing. (d) No preliminary or permanent injunction or other order by any federal or state court in By the United States which prohibits the consummation approval of seventy five percent (75%) of the Evaluation Committee, the Evaluation Committee shall have (i) identified the holders of Company Stock Options that will be required to re-vest under the Assumed Stock Options; (ii) determined the re-vesting schedule for the applicable Assumed Stock Options; and (iii) obtained all required consents to lawfully implement the re-vesting of such Assumed Stock Options. SECTION 7.2 Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following additional conditions, any or all of which may be waived in whole or part by Parent and Merger Sub, as the case may be, to the extent permitted by applicable Law: (a) The representations and warranties of the Company contained herein shall have been issued true in all respects when made and remain on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date), except where the failure to be true, individually or in effectthe aggregate, has not had or is not reasonably expected to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole. (b) The Company shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) The Company shall have delivered to Parent a certificate, dated the date of the Closing, signed by the President or any Vice President of the Company (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Sections 7.2(a) and 7.2(b). (d) Parent shall have received an opinion of its tax counsel, Snell & Wilmer L.L.P., dated the Exxxxxive Xxxx, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code; and (ii) each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code. The issuance of such opinion shall be conditioned on the receipt by such tax counsel of representation letters from each of the Parent, Merger Sub and the Company, substantially in the forms attached hereto as Exhibits C and D in each case, in form and substance reasonably satisfactory to Snell & Wilmer L.L.P. Each such rexxxxxntaxxxx letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. (e) Each All authorizations, consents or approvals of a Governmental Entity (other than those specified in Section 7.1(b)) required in connection with the execution and delivery of this Agreement and the performance of the obligations hereunder shall have been made or obtained, without any limitation, restriction or condition that is reasonably expected to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole (or an effect on Parent shall have obtained and its subsidiaries that, were such consents from third parties and government instrumentalities in addition to pursuant effect applied to the HSR Act Company and its subsidiaries, is reasonably expected to have a Material Adverse Effect on the Company), except for such authorizations, consents or approvals, the failure of which to have been made or obtained is not reasonably expected to have a Material Adverse Effect on the Company and its subsidiaries taken as shall be required and which are material to a whole (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, is reasonably expected to consummation of have a Material Adverse Effect on the transactions contemplated herebyCompany). (f) Parent and Company shall have each received from the Company's "affiliates" a letter Company Affiliate Agreement substantially in the form attached as Exhibit A. (g) Excluding William C. Gibbs and Mitchell Edwarxx, Xxxxxx xxxxl havx xxxxxxxx xxxx its officers, directors, and five percent (5%) stockholders (calculated on a post-closing basis) an executed Lock-Up Agreement in the form attached as Exhibit B. (h) Stockholders of KPMG Peat Marwick LLP the Company holding no more than 20% of the Company Common Stock shall have elected any appraisal rights or associated payments under Section 262 of the DCGL. (i) All convertible debentures, convertible promissory notes, Canadian shares, and any other equity or debt securities shall have been converted into Company Common Stock. (j) The Company's disputes with Keith Freadhoff, Donald Corliss, Dxxxx Xxxxxxx-Xxrkixx, xxx Xxxx Ngx xxxxx xxxx xxxx xxttled ox xxxxx acceptable to Parent, and Keith Freadhoff, Donald Corliss, Daxxx Xxxxxxx-Xxxkixx, xxx Xxxx Xgo xxxxx xxxx xxxxxxxd a rxxxxxx of any known or unknown claims against the Company. (k) Parent shall have received an opinion, dated the Effective Time, addressed from Parsons Behle & Latimer, counsel xx xxx Xxxxxxx, xx xxx form reasonably acceptable to Parent and its legal counsel regarding the due authorization of the Company stating entering and performing this Agreement and the Merger, enforceability of this Agreement and the Merger, and no conflicts with the charter or bylaws of the Company. SECTION 7.3 Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent and Merger Sub contained herein shall be true in all respects when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date), except where the failure to be true, individually or in the aggregate, has not had or is not reasonably expected to have a Material Adverse Effect on Parent and its subsidiaries taken as a whole. (b) Parent shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the President or any Vice President of Parent (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Sections 7.3(a) and 7.3(b). (i) The Company shall have received an opinion of Snell & Wilmer L.L.P., dated the Exxxxxive Xxxx, to the effect that the Merger will qualify as a pooling reorganization within the meaning of interests transaction under Opinion No. 16 Section 368(a) of the Accounting Principles BoardCode; and (ii) each 62 of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code. The issuance of such opinion shall be conditioned on the receipt by such tax counsel of representation letters from each of the Parent, Merger Sub and the Company, in each case, in form and substance reasonably satisfactory to Snell & Wilmer L.L.P. Each such rexxxxxntaxxxx letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. (e) The Company shall have received an opinion, dated the Effective Time, from Snell & Wilmer, L.L.P., counsel tx Xxxent, xx the form reasonably acceptable to the Company and its legal counsel regarding the due authorization of the Parent and Merger Sub entering and performing this Agreement and the Merger, enforceability of this Agreement and the Merger, and no conflicts with the charter or bylaws of Parent or Merger Sub. (f) Excluding William C. Gibbs and Mitchell Edwarxx, Xxxxxx xxxxl havx xxxxxxxx xxxx its officers, directors, and five percent (5%) stockholders (calculated on a post-closing basis) an executed Lock-Up Agreement in the form attached as Exhibit B.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER6.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any this Agreement shall have been duly adopted by the requisite vote or written consent of the stockholders of the Company, if and to the extent required by applicable law, in order to consummate the Merger; (b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or other Governmental Entity having jurisdiction over a party hereto that prohibits, restrains, enjoins or restricts the consummation of the Merger; (c) any waiting period applicable to the consummation of the Merger under the HSR Act and similar merger notification laws or regulations of foreign Governmental Entities shall have expired terminated or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated.expired; (bd) The Registration Statement the S-4 shall have become effective in accordance with the provisions of under the Securities Act and no shall not be the subject of any stop order suspending or proceedings seeking a stop order and Parent shall have received all state securities laws or "blue sky" permits and authorizations necessary to issue shares of Parent Common Stock in exchange for Shares in the effectiveness of Merger; (e) the Registration Statement Parent Common Stock shall be in effect and no proceeding listed for such purpose shall be pending before or threatened by trading on the SEC. (c) This Agreement NYSE and the transactions contemplated hereby Parent Common Stock to be issued in the Offer or the Merger and the shares of Parent Common Stock to be reserved for issuance upon exercise of Company Stock Options shall have been approved and adopted by for listing on the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby.NYSE; (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated purchased Shares pursuant to the Effective Time, addressed Offer; and (g) Neither the Parent 368 Opinion nor the Company 368 Opinion shall have been withdrawn and no event shall have occurred that would prevent Parent from relying on the Parent 368 Opinion or the Company from relying on the Company 368 Opinion; provided that this condition may be waived by Parent solely with respect to the Parent and 368 Opinion or by the Company stating that solely with respect to the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles BoardCompany 368 Opinion.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) The Merger shall have been approved and adopted by the Company Requisite Vote. (b) Any waiting period periods applicable to the consummation of the Merger under the HSR Act shall have expired or early termination thereof shall have been terminatedgranted. (c) There shall not be in effect any Law of any Governmental Entity of competent jurisdiction restraining, enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement and no Governmental Entity shall have instituted any proceeding which continues to be pending seeking any such Law. (d) The S-4 shall have been declared effective by the SEC and shall be effective at the Effective Time, and no action stop order suspending effectiveness shall have been instituted issued and no action, suit, proceeding or investigation by the Department SEC to suspend the effectiveness thereof shall have been initiated and be continuing. (e) The Parent Common Stock required to be issued hereunder shall have been approved for listing on the NYSE, subject only to official notice of Justice issuance. SECTION 7.2 Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or Federal Trade Commission challenging prior to the Effective Time of each of the following additional conditions, any or seeking all of which may be waived in whole or part by Parent and Merger Sub, as the case may be, to enjoin the consumma- tion extent permitted by applicable Law: (a) The representations and warranties of this transactionthe Company contained herein, shall have been true, except where the failure to be true, individually or in the aggregate, has not had or is not reasonably expected to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole, in each case when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which action shall have not been withdrawn or terminatedspeak only as of the specified date). (b) The Registration Statement Company shall have become effective performed or complied in accordance all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the provisions time of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SECClosing. (c) This Agreement and the transactions contemplated hereby The Company shall have been approved and adopted delivered to Parent a certificate, dated the date of the Closing, signed by the requisite vote President or any Vice President of the stockholders of Company and (but without personal liability thereto), certifying as to the issuance fulfillment of the Parent Shares conditions specified in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable lawSections 7.2(a) and 7.2(b). (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation received an opinion of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP its tax counsel, Weil, Gotshal & Xxxxxx LLP, dated the Effective Time, addressed to Parent and Company stating the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned on the receipt by such tax counsel of representation letters from each of the Parent, Merger Sub and the Company, in each case, in form and substance reasonably satisfactory to Weil, Gotshal & Xxxxxx LLP. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. (e) All authorizations, consents or approvals of (i) any German Governmental Entity required under any German Antitrust Laws in connection with the execution and delivery of this Agreement and the performance of the obligations hereunder and (ii) any other Governmental Entity (other than those specified in Section 7.1(b)) required in connection with the execution and delivery of this Agreement and the performance of the obligations hereunder shall have been made or obtained, without any limitation, restriction or condition that is reasonably expected to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, is reasonably expected to have a Material Adverse Effect on the Company), except for such authorizations, consents or approvals, the failure of which to have been made or obtained is not reasonably expected to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, is reasonably expected to have a Material Adverse Effect on the Company). (f) Not later than 45 days prior to the date of the Company Stockholder Meeting, Parent shall have received from the Company's "affiliates" a Company Affiliate Agreement substantially in the form attached as EXHIBIT B. (g) The Company shall have received and delivered to Parent a letter from Pricewaterhouse Coopers LLP dated as of the Closing Date, stating that no conditions exist that would preclude the Company from being party to a business combination for which the "pooling of interests transaction under Opinion Nointerests" method of accounting would be available. 16 Parent shall have received and (unless waived by the Company) delivered to the Company a letter from Ernst & Young LLP, dated as of the Accounting Principles Boarddate the S-4 is declared effective and dated as of the Closing Date, stating that accounting of the Merger as a "pooling of interests" under APB 16 and the applicable SEC rules and regulations is appropriate if the Merger is consummated as contemplated by this Agreement. Notwithstanding the foregoing, the satisfaction of this Section 7.2(g) shall not be a condition to the obligations of Parent and Merger Sub to effect the Merger if the failure to satisfy this condition results from any action taken or agreed to be taken by or on behalf of Parent or Merger Sub. SECTION 7.3 Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent and Merger Sub contained herein shall have been true, except where the failure to be true, individually or in the aggregate, has not had or is not reasonably expected to have, a Material Adverse Effect on Parent and its subsidiaries taken as a whole, in each case when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date). (b) Parent shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the President or any Vice President of Parent (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Sections 7.3(a) and 7.3(b). (d) The Company shall have received an opinion of its tax counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, dated the Effective Time, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned on the receipt by such tax counsel of representation letters from each of the Parent, Merger Sub and the Company, in each case, in form and substance reasonably satisfactory to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER7.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party Party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Party being benefited thereby, to the extent permitted by applicable Law: (a) Any waiting period applicable to The agreement of merger (within the consummation meaning of Section 251 of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of DGCL) contained within this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Required Company Vote and the issuance of the Parent Shares in connection with the Merger Share Issuance shall have been authorized approved by the requisite vote Required Parent Vote. (b) Any waiting period applicable to the Merger under the HSR Act or any other national merger control law or foreign investment regulation shall have expired or early termination thereof shall have been granted. (c) There shall not be in effect any Law of any Governmental Entity of competent jurisdiction, restraining, enjoining or otherwise preventing consummation of the stockholders of Parent, in each case in accordance with applicable lawtransactions contemplated by this Agreement. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger The S-4 shall have been issued declared effective by the SEC and remain in effectshall be effective at the Effective Time, and no stop order suspending effectiveness shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under state securities Laws or the Securities Act or Exchange Act relating to the issuance or trading of the Parent Common Stock shall have been received. (e) Each The Parent Common Stock required to be issued hereunder shall have been approved for listing on the NASDAQ National Market System, subject only to official notice of issuance. 7.2. Conditions to the Obligations of the Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following additional conditions, any or all of which may be waived in whole or part by Parent or Merger Sub to the extent permitted by applicable Law: (a) The representations and warranties of the Company contained herein shall have been true when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true only as of the specified date); provided that: (i) All such representations and warranties shall be interpreted without giving effect to the words "materially" or "material" or to any qualification based on such terms or based on the defined term "Material Adverse Effect"; (ii) Any such representation or warranty contained in Section 3.2 shall be deemed untrue if it shall fail to be true and correct except to a de minimis extent; (iii) Any such representation or warranty contained in Section 3.3 shall be deemed untrue if it shall fail to be true and correct in any respect; (iv) Any such representation or warranty contained in Section 3.11(c) shall be deemed untrue if the facts and information not disclosed in violation of the first sentence thereof and the inconsistent information not disclosed in violation of the second sentence thereof, in the aggregate, would have had a material negative impact on a reasonable evaluation as of the date hereof of the Company's liability for damages or indemnity obligations or exposure for equitable relief in the Cadence Litigation; and (v) Any such representation or warranty (other than any representation or warranty referred to in clause (ii), (iii) or (iv) above) shall be deemed untrue if such representation or warranty shall fail to be true and correct in all respects except where the failure of all such representations and warranties to be true and correct has not had and would not have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The Company shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing; provided that with respect to Section 5.6, the Company and/or its subsidiaries shall have prior to the time of the Closing performed or complied in all respects with all agreements and conditions contained therein. (c) The Company shall have delivered to Parent a certificate, dated the date of the Closing, signed by the President or any Vice President of the Company, certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(g). (d) Parent shall have obtained such consents from third parties received an opinion of Cleary, Gottlieb, Steen & Hamilton, dated the date on which the Effective Time occurs, xxxxx on xxx xxxresentations of Parent, and government instrumentalities the Company, referred to in addition to pursuant Section 6.8, to the HSR Act effect that the Merger will be treated for federal income Tax purposes as a reorganization within the meaning of Section 368(a) of the Code. (e) All authorizations, consents or approvals of a Governmental Entity (other than those specified in Section 7.1(b) hereof) required in connection with the execution and delivery of this Agreement and the performance of the obligations hereunder shall be required and which are material to have been made or obtained, without (in the context of the Antitrust Laws) any limitation, restriction or condition that has or would have, individually or in the aggregate, a Material Adverse Effect on the Company (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, would have, individually or in the aggregate, a Material Adverse Effect on the Company), except for such authorizations, consents or approvals, the failure of which to consummation of have been made or obtained does not and would not have, individually or in the transactions contemplated herebyaggregate, a Material Adverse Effect on the Company (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, would have, individually or in the aggregate, a Material Adverse Effect on the Company). (f) Parent and shall have received from each of the Company's "affiliates" (within the meaning of Rule 145 under the Securities Act) a written agreement substantially in the form attached as Exhibit A. (g) The Company shall have received payment of the Outstanding SMIC Amount. (h) No fewer than 80 percent of the persons listed on Section 7.2(j) of the Company Disclosure Schedule shall continue to be employed by, and shall not have given notice of their intention to terminate their employment with, the Company or its subsidiaries. (i) During the period that begins on the date hereof and ends immediately prior to the Effective Time there shall not have occurred any change, circumstance or effect that constitutes a Material Adverse Effect with respect to the Company; provided, however that if there has not been a breach of the representations and warranties contained in Section 3.11(c), any developments in the Cadence Litigation after the date hereof shall be disregarded for purposes of determining whether there has been a Material Adverse Effect with respect to the Company. 7.3. Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent contained herein shall have been true when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true only as of the specified date); provided that: (i) All such representations and warranties shall be interpreted without giving effect to the words "materially" or "material" or to any qualification based on such terms or based on the defined term "Material Adverse Effect"; (ii) Any such representation or warranty contained in Section 4.3 shall be deemed untrue if it shall fail to be true and correct in any respect; and (iii) Any such representation or warranty (other than any representation or warranty contained in Section 4.3) shall be deemed untrue if such representation or warranty shall fail to be true and correct in all respects except where the failure of all such representations and warranties to be true and correct has not had and would not have, individually or in the aggregate, a Material Adverse Effect on the Parent. (b) Parent shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the President or any Vice President of Parent, certifying as to the fulfillment of the conditions specified in Sections 7.3(a) and 7.3(b). (d) The Company shall have received a letter an opinion of KPMG Peat Marwick LLP O'Melveny & Myers LLP, dated the Effective Time, addressed based on the representations of Xxxxxt and the Company, referred to Parent and Company stating in Section 6.8 hereof, to the effect that the Merger will qualify be treated for federal income Tax purposes as a pooling reorganization within the meaning of interests transaction under Opinion No. 16 Section 368(a) of the Accounting Principles BoardCode. (e) During the period that begins on the date hereof and ends immediately prior to the Effective Time there shall not have occurred any change, circumstance or effect that constitutes a Material Adverse Effect with respect to Parent.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER6.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any this Agreement shall have been adopted and the Merger approved by the Company Requisite Vote; (b) the Share Issuance shall have been approved by the Parent Requisite Vote; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity and continued in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired terminated or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated.expired; (be) The Registration Statement the S-4 shall have become effective in accordance with the provisions of under the Securities Act and no shall not be the subject of any stop order suspending or proceedings seeking a stop order and Parent shall have received all state securities laws or "blue sky" permits and authorizations necessary to issue shares of Parent Common Stock in exchange for the effectiveness of Shares in the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC.Merger; (cf) This Agreement and the transactions Parent Common Stock issuable in the Merger (or otherwise as contemplated hereby pursuant to Section 2.3) shall have been approved and adopted by authorized for listing on the requisite vote NYSE, subject to official notice of the stockholders issuance; and (g) (i) all authorizations, consents or approvals of Company and the issuance of the Parent Shares a Governmental Entity required in connection with the Merger execution and delivery of this Agreement and the performance of the obligations hereunder shall have been authorized by made or obtained, without any limitation, restriction or condition that has or would reasonably be expected to have, individually or in the requisite vote aggregate, a Material Adverse Effect on the Company (in the case of Parent's obligation to effect the Merger) or Parent (in the case of the stockholders Company's obligation to effect the Merger), except for such authorizations, consents or approvals, the failure of which to have been made or obtained does not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (in the case of Parent, in each case in accordance with applicable law. 's obligation to effect the Merger) or Parent (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation case of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition Company's obligation to pursuant to effect the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.Merger); and

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION VII.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefitted thereby, to the extent permitted by applicable Law: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action early termination thereof shall have been instituted by the Department of Justice granted without limitation, restriction or Federal Trade Commission challenging condition and all required consents or seeking to enjoin the consumma- tion of this transaction, which action approvals under foreign antitrust Laws shall have not been withdrawn or terminated.obtained; and (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of ParentNo temporary restraining order, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order issued by any federal Governmental Entity, and no other legal restraint or state court prohibition, shall be in the United States which prohibits effect preventing or prohibiting the consummation of the Merger. (c) Each of the conditions set forth in the Holdings Merger Agreement shall have been issued and remain in effect. fulfilled or waived (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to other than the HSR Act as shall be required and which are material to Parent and Company and to consummation of condition that the transactions contemplated herebyby this Agreement shall have been consummated). (f) SECTION VII.2. Additional Conditions to Parent's and Sub's Obligations to Effect the Merger. The obligations of Parent and Sub to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of the following condition, which may be waived in whole or in part by Parent and Sub: The representations and warranties of the Company set forth in this Agreement shall be true and accurate in all material respects as of the Effective Time as though made on or as of such date (except for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period) and the Company shall not have each received a letter failed to perform or comply in any material respect with any obligation, agreement or covenant required by this Agreement to be performed or complied with by it. SECTION VII.3. Additional Conditions to the Company's Obligations to Effect the Merger. The obligation of KPMG Peat Marwick LLP dated the Company to consummate the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Effective TimeTime of the following condition, addressed to which may be waived in whole or in part by the Company: The representations and warranties of Parent and Company stating that the Merger will qualify Sub set forth in this Agreement shall be true and accurate in all material respects as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles BoardEffective Time as though made on or as of such date (except for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period) and Parent and Sub shall not have failed to perform or comply in any material respect with any obligation, agreement or covenant required by this Agreement to be performed or complied with by it.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 7.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGEROBLIGATIONS OF PROVANT AND ACQUISITION. The respective obligations of each party Provant and Acquisition to effect consummate the Merger shall be are subject to the satisfaction at the Closing, or prior to the Effective Time waiver by Provant in writing, in whole or in part, of each of the following conditions: (a) Any waiting period applicable to the consummation The IPO and each of the Merger under the HSR Act shall have expired or been terminated, and no action Additional Mergers shall have been instituted by completed at the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminatedsame time. (b) The Registration Statement Financial Condition shall have become effective been satisfied, in accordance with the provisions good faith determination of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SECProvant. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote Each of the stockholders representations, warranties, agreements and covenants of the Company and the issuance Stockholder (giving effect to the Company Disclosure Schedule, but not to any Company Disclosure Supplement) shall be true and correct as of, and shall not have been violated in any respect at, the Closing as though made on and as of the Parent Shares Closing, except for (i) representations, warranties, agreements and covenants which make reference to a specific date (including the date of this Agreement), which need only be true and correct as of the specified date, and (ii) failures of representations or warranties to be true and correct as of the Closing solely on account of matters arising between the date hereof and the Effective Time in connection the ordinary course of the Company's business, if and to the extent such matters are consistent with past practice of the Merger Company and are not materially adverse to the Company, either singly or in the aggregate.; the Company and the Stockholder shall, on or before the Closing, have performed all of their respective obligations under this Agreement which by the terms hereof are to be performed on or before the Closing; and there shall have been authorized delivered to Provant and Acquisition a certificate signed by the requisite vote President of the stockholders Company on behalf of Parent, and in each case in accordance with applicable lawthe name of the Company and by the Stockholder dated as of the date of the Closing to the foregoing effect. (d) No preliminary action or permanent injunction proceeding by or before any court or other order by any federal or state court in the United States which prohibits the consummation of the Merger governmental body shall have been issued and remain instituted by any governmental body or other person or entity or threatened in effect. (e) Each writing by any governmental body which seeks to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which would materially adversely affect the right of the Surviving Corporation, as a subsidiary of Provant, to conduct the business of the Company and Parent shall have obtained such consents as presently conducted by the Company or which claims damages from third parties and government instrumentalities in addition Provant with respect to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (e) Provant and Acquisition shall have received the opinion of counsel to the Company, dated the date of the Closing and in form and substance reasonably satisfactory to Provant and its counsel, substantially to the effect set forth on Exhibit 7 (subject to qualifications and assumptions customary in transactions such as the Merger), which opinion provides that it may be relied upon by the Underwriter. (f) Parent All proceedings taken by the Company and all instruments executed and delivered by the Company prior to the date of the Closing in connection with the transactions herein contemplated shall be satisfactory in form and substance to counsel for Provant acting reasonably. (g) No statute, rule or regulation shall have been enacted or promulgated which makes illegal or prohibits consummation of the transactions contemplated hereby or which materially and adversely affects the ability of the Surviving Corporation, as a subsidiary of Provant, to conduct the business of the Company as presently conducted by the Company. (h) The Stockholder shall have executed and delivered to Provant the Employment Contract, the Non-Competition and Non-Disclosure Agreement and the Investment Letter, and Thomxx XxXxxxxx xxxll have executed and delivered to Provant his employment contract, his non-competition and non-disclosure agreement, and his investment letter. (i) The Company shall have each received delivered to Provant and Acquisition a letter certificate of KPMG Peat Marwick LLP dated its Secretary certifying as to requisite corporate or other action authorizing the Effective Timetransactions contemplated by this Agreement, addressed to Parent the incumbency of officers and Company stating that directors, and the Merger will qualify as a pooling status of interests transaction under Opinion No. 16 record ownership of the Accounting Principles BoardShares. (j) The Company shall have delivered to Provant such other certificates, documents and consents as Provant and its counsel shall reasonably require.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to Obligation of Each Party. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: The approval of Target's stockholders and Crimson Sub's stockholders shall have been obtained. No action, suit or proceeding instituted by any Governmental Authority shall be pending and no statute, rule or regulation and no injunction, order, decree or judgment of any court or Governmental Authority of competent jurisdiction shall be in effect, in each case which would prohibit, restrain, enjoin or restrict the consummation of the Merger. Each of Target and Crimson shall have obtained such permits, authorizations, consents, or approvals required to consummate the transactions contemplated hereby.. Gregory Pipkin shall have executed Assignments of Overriding Xxxxxxx Xxxxrests assigning to Crimson-Sub undivided two percent (2%) overriding royalty interests in and to all oil, gas and other minerals that may be produced from the Properties. Conditions to the Obligations of Crimson. The obligation of Crimson to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable : Target shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the consummation Effective Time and the representations and warranties of Target contained in this Agreement, to the Merger under the HSR Act extent qualified with respect to materiality shall have expired or been terminatedbe true and correct in all respects, and no action shall have been instituted by to the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have extent not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement so qualified shall be true and correct in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parentall material respects, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation as of the Merger shall have been issued date of this Agreement and remain in effect. (e) Each of Company at and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions Effective Time as if made at and as of such time, except as expressly contemplated hereby. (f) Parent by this Agreement and Company shall have each received a letter except that the accuracy of KPMG Peat Marwick LLP dated representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date. From the date of this Agreement through the Effective Time, addressed to Parent there shall not have occurred any change in the financial condition, business, or operations of Target that would constitute a Material Adverse Effect or any material adverse change in the conditions of the Properties. Crimson shall have completed its due diligence review of Target and Company stating that the Properties as contemplated by Section 6.3. The Board of Directors of Crimson shall have approved the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of on the Accounting Principles Boardterms and conditions set forth herein.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 SECTION 8.1. CONDITIONS TO EACH PARTY'S OBLIGATION OBLIGATIONS TO EFFECT THE MERGER. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Closing Time of the following conditions: (a) Any this Agreement, the Merger and the other transactions contemplated hereby shall have been approved by all necessary corporate action of the Company, including, if necessary, adoption by vote of the stockholders of the Company; (b) no Governmental Entity or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (and if temporary or preliminary, not vacated within five business days of its entry) which is in effect and which (1) makes the payment of the Cash Merger Consideration illegal or otherwise prohibits or restricts consummation of the Merger or any of the other applicable transactions contemplated hereby, or (2) imposes material limitations on the ability of Parent, GP or Acquisition to acquire or hold or to exercise any rights of ownership of the Surviving Corporation, or effectively to manage or control the Surviving Corporation and its business, assets and properties; (c) any waiting period applicable to the consummation of the Merger under the HSR Act shall have terminated or expired and any other governmental or been terminated, and no action shall have been instituted by the Department of Justice regulatory notices or Federal Trade Commission challenging or seeking approvals required with respect to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law.either filed or received; and (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger Acquisition shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to purchased Shares pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated herebyOffer. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) This Agreement shall have been approved and adopted by the Company Requisite Vote; (b) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or early termination thereof shall have been terminatedgranted without limitation, restriction or condition; (c) Not later than 45 days prior to the date of the Company Stockholder Meeting, the Company shall have received from Parent's "affiliates" a written agreement substantially in the form attached as Exhibit B, and Parent shall have received from the Company's "affiliates" a written agreement substantially in the form attached as Exhibit A. (d) There shall not be in effect any Law of any Governmental Entity of competent jurisdiction, restraining, enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement or permitting such consummation only subject to any condition or restriction that has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company) and no Governmental Entity shall have instituted any proceeding which continues to be pending seeking any such Law. (e) The S-4 shall have been declared effective by the SEC and shall be effective at the Effective Time, and no action stop order suspending effectiveness shall have been instituted issued, no action, suit, proceeding or investigation by the Department SEC to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under state securities Laws or the Securities Act or Exchange Act relating to the issuance or trading of Justice the Parent Common Stock shall have been received. (f) The Parent Common Stock required to be issued hereunder shall have been listed for quotation on the Nasdaq National Market, subject only to official notice of issuance. (g) The Company shall have received and delivered to Parent a letter from KPMG LLP dated as of the date the S-4 is declared effective and dated as of the Closing Date, stating that the accounting of the Merger as a "pooling of interests" under APB 16 and the applicable SEC rules and regulations is appropriate if the Merger is consummated as contemplated by this Agreement. Parent shall have received and delivered to the Company a letter from Deloitte & Touche LLP, dated as of the date the S-4 is declared effective and dated as of the Closing Date, stating that accounting of the Merger as a "pooling of interests" under APB 16 and the applicable SEC rules and regulations is appropriate if the Merger is consummated as contemplated by this Agreement. SECTION 7.2 Conditions to the Obligations of the Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or Federal Trade Commission challenging prior to the Effective Time of each of the following additional conditions, any or seeking all of which may be waived in whole or part by Parent and Merger Sub, as the case may be, to enjoin the consumma- tion extent permitted by applicable Law: (a) The representations and warranties of the Company contained herein or otherwise required to be made after the date hereof in a writing expressly referred to herein by or on behalf of the Company pursuant to this transactionAgreement, to the extent qualified by materiality or Material Adverse Effect, shall have been true and, to the extent not qualified by materiality or Material Adverse Effect, shall have been true in all material respects, in each case when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which action shall have not been withdrawn need be true, or terminatedtrue in all material respects, as the case may be, only as of the specified date). (b) The Registration Statement Company shall have become effective performed or complied in accordance all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the provisions time of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SECClosing. (c) This Agreement and the transactions contemplated hereby The Company shall have been approved and adopted delivered to Parent a certificate, dated the date of the Closing, signed by the requisite vote President or any Vice President of the stockholders of Company and (but without personal liability thereto), certifying as to the issuance fulfillment of the Parent Shares conditions specified in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable lawSections 7.2(a) and 7.2(b). (d) No preliminary or permanent injunction or other order by any federal or state court Parent shall have received an opinion of Weil, Gotshal & Manges LLP, dated the Effective Time, based on the representations of Paxxxx xnd the Company substantially in the United States which prohibits forms attached hereto as Exhibits C and D, to the consummation effect that the Merger will be treated for federal income Tax purposes as a reorganization within the meaning of Section 368(a) of the Merger shall have been issued and remain in effectCode. (e) Each All authorizations, consents or approvals of a Governmental Entity (other than those specified in Section 7.1(b) hereof) required in connection with the execution and delivery of this Agreement and the performance of the obligations hereunder shall have been made or obtained, without any limitation, restriction or condition that has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (or an effect on Parent and its subsidiaries that, were such effect applied to the Company and its subsidiaries, would have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company), except for such authorizations, consents or approvals, the failure of which to have been made or obtained does not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (or an effect on Parent shall have obtained and its subsidiaries that, were such consents from third parties and government instrumentalities in addition to pursuant effect applied to the HSR Act as shall be required and which are material to Parent and Company and its subsidiaries, would have or would reasonably be expected to consummation of have, individually or in the transactions contemplated herebyaggregate, a Material Adverse Effect on the Company). (f) Parent and Each of the officers of the Company named in Section 6.10(a) shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Boardentered into an Employment Agreement.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 6.01 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be are subject to the satisfaction at or waiver, where permissible, by each party hereto prior to the proposed Effective Time Time, of the following conditions: (a) Any the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement and the Merger, and the issuance of the Parent Common Stock pursuant to the Merger, shall have been approved and adopted by the affirmative vote of the stockholders of each of the Company and the Parent, respectively, required by and in accordance with applicable law and the Restated Certificates of Incorporation and Bylaws thereof (if applicable); (b) the Recapitalization Merger and the related agreement of merger (as such term is used in section 251 of the DGCL) contained in the agreement and plan of merger setting forth the terms of the Recapitalization Merger and the issuance of the Parent Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the stockholders of the Parent required by and in accordance with applicable law and the Parent's Restated Certificate of Incorporation, and the Recapitalization Merger shall have been consummated; (c) no statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court or governmental authority against the Parent, the Sub or the Company and be in effect that prohibits or restricts the consummation of the Merger or makes such consummation illegal (each party agreeing to use all reasonable efforts to have any such prohibition lifted); (d) the S-4 shall have become effective, and any required post-effective amendment shall have become effective, under the Securities Act, and shall not be the subject of any stop order or proceedings seeking a stop order, and any material "blue sky" and other state securities laws applicable to the registration of the Parent Common Stock shall have been complied with; (e) the conditions to each party's obligations to effect the Recapitalization Merger other than the consummation of the Merger shall have been satisfied or waived; and (f) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminatedterminated and all filings required to be made prior to the Effective Time with, and no action shall have been instituted by all consents, approvals, authorizations and permits required to be obtained prior to the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transactionEffective Time from, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares any governmental authority in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued made or obtained (as the case may be), except where the failure to obtain such consents, approvals, authorizations and remain permits would not be reasonably likely to result in effect. (e) Each of a Material Adverse Effect on the Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition or to pursuant to materially adversely affect the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated herebyMerger. SECTION 6.02 Additional Conditions to the Company's Obligation to Effect the Merger. The obligations of the Company to effect the Merger shall be subject to the satisfaction or waiver by the Company and Apollo, prior to the proposed Effective Time, of the following conditions: (fa) no action shall have been taken and be continuing, and no statute, rule, regulation, judgment, administrative interpretation, order or injunction shall have been enacted, promulgated, entered, enforced or deemed applicable to the Merger, which would (i) make illegal or prohibit the consummation of the Merger or (ii) render Company unable to effect the Merger; (b) no action or proceeding brought by any governmental, regulatory or administrative agency, authority or commission shall have been instituted and be pending that would be reasonably likely to result in any of the consequences referred to in clauses (i) or (ii) of Section 6.02(a) above; and there shall be no proceeding or other action (including without limitation, relating to health care, regulatory, environmental and pension matters) pending or threatened against the Parent or its Subsidiaries which is reasonably likely to have a Material Adverse Effect; (c) during the 30 day period ending on the date of the Closing, there shall not have occurred and be continuing (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) the declaration of any banking moratorium or any suspension of payments in respect of banks or any material limitation (whether or not mandatory) on the extension of credit by lending institutions in the United States, (iii) the commencement of a war, material armed hostilities or any other material international or national calamity involving the United States having a significant adverse effect on the functioning of the financial markets in the United States, or (iv) in the case of any of the foregoing existing at the time of the execution of the Merger Agreement, a material acceleration or worsening thereof; (d) the Company shall have each received a letter of KPMG Peat Marwick LLP dated an opinion from its counsel, reasonably acceptable to the Effective TimeCompany, addressed to Parent and Company stating the effect that (i) the Merger will qualify as a pooling tax-free reorganization within the meaning of interests transaction under Opinion No. 16 Section 368(a) of the Accounting Principles BoardCode; and (ii) the Company, the Parent and the Sub will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code with respect to the Merger; (e) the representations and warranties of the Parent and the Sub set forth in Article IV shall be true and correct in all material respects as of the Effective Time as though made on and as of that time, and the Parent and the Sub shall have performed in all material respects all covenants and agreements required to be performed by them under this Agreement at or prior to the Effective Time; and (f) since September 30, 1996, no change shall have occurred or been threatened in the business, operations, prospects, properties or condition (financial or other) of the Parent or any of its Subsidiaries that would have or would be reasonably expected to have a Material Adverse Effect; provided, that the transactions contemplated by the Recapitalization Agreement and the Merger Agreement shall not be deemed to have caused Material Adverse Effect. SECTION 6.03 Additional Conditions to the Parent's and the Sub's Obligations to Effect the Merger. The obligations of the Parent and the Sub to effect the Merger shall be subject to the satisfaction or waiver by the Parent, the Sub and Apollo, prior to the proposed Effective Time, of the following conditions: (a) no action shall have been taken and be continuing, and no statute, rule, regulation, judgment, administrative interpretation, order or injunction shall have been enacted, promulgated, entered, enforced or deemed applicable to the Merger, which would (i) make illegal or prohibit the consummation of the Merger or (ii) render Parent unable to effect the Merger; (b) no action or proceeding brought by any governmental, regulatory or administrative agency, authority or commission shall have been instituted and be pending that would be reasonably likely to result in any of the consequences referred to in clauses (i) or (ii) of Section 6.03(a) above; and there shall be no proceeding or other action (including, without limitation, relating to health care, regulatory, environmental and pension matters) pending or threatened against the Company or its Subsidiaries which is reasonably likely to have a Material Adverse Effect; (c) there shall not have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The respective obligations of each party to effect the Merger shall be Purchaser and the Parent are, at Purchaser's and the Parent's option, subject to the satisfaction at fulfillment of the conditions hereinafter set forth: (a) The Company shall have performed and complied with all of the conditions and agreements required by this Agreement to be performed or complied with by it prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminatedin all material respects. (b) The Registration Statement Purchaser's shareholder shall have become effective approved the Merger in accordance with the provisions Delaware law. The approval of the Securities Act and no stop order suspending Merger by the effectiveness of the Registration Statement Company's shareholders in accordance with Delaware law shall be in effect full force and no proceeding for such purpose shall be pending before or threatened by the SECeffect. (c) This Agreement and the transactions contemplated hereby There shall have been approved and adopted by no material change in the requisite vote business, properties or financial condition of the stockholders of Company and from such condition on the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable lawdate hereof. (d) No preliminary On the Closing Date (i) there shall be no injunction, restraining order, or permanent injunction order of any nature issued by a court of competent jurisdiction which directs that any transaction contemplated by this Agreement shall not be consummated and (ii) there shall be no suit, action, investigation or other order proceeding pending or threatened by any federal governmental agency or state court in the United States which prohibits private party seeking to restrain or prohibit the consummation of any material transaction contemplated hereby or the Merger shall have been issued and remain obtaining of any material amount of damages from any party hereto or any officer or director of any such party, in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to connection with the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (e) The Parent shall have consummated the IPO upon the terms and provisions set forth in the Registration Statement. (f) The Parent and Company the Purchaser shall have each received a letter certificate from an officer of KPMG Peat Marwick LLP dated the Effective Time, addressed to Company confirming the accuracy of each and every representation and warranty of the Company and the fulfillment of each and every condition of the Company herein. (g) The Parent and Company stating that the Merger will qualify as a pooling Purchaser shall have received the opinion of interests transaction under Opinion No. 16 Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel to the Company, in form reasonably satisfactory to the Parent and the Purchaser and their counsel, confirming the accuracy of the Accounting Principles Boardrepresentations and warranties of the Company and the fulfillment of the conditions to closing on the part of the Company.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER6.1. Conditions to Obligations of each Party. The respective obligations of each party to effect consummate the Merger shall transactions contemplated by this Agreement will be subject to the satisfaction fulfillment at or prior to the Effective Time Closing of the following conditions: (a) Any waiting period applicable Neither Newco nor the Company will be subject to any order, decree or injunction of a court of competent jurisdiction within the United States which (i) prevents or materially delays the consummation of the Merger under or (ii) would impose any material limitation on the HSR Act shall have expired ability of Newco effectively to exercise full rights of ownership of the assets or been terminated, and no action shall have been instituted by business of the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminatedCompany. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act No investigation and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no suit, action or proceeding for such purpose shall before any court or any governmental or regulatory authority will be pending before or threatened by any Authority against Newco, the SECCompany or any of their Affiliates, officers or directors seeking to restrain, prevent or change in any material respect the transactions contemplated hereby or seeking damages in connection with such transactions. (c) This Agreement and The approval of the shareholders of the Company with respect to the transactions contemplated hereby shall by this Agreement will have been approved obtained, in accordance with applicable corporate law and adopted by the requisite vote Articles of Incorporation of the stockholders Company. (d) Articles of Merger for the Merger will have been properly filed with the Minnesota Secretary of State pursuant to the MBCA and will have become effective. (e) Prior to mailing the Proxy Statement, the Company and will have received a written opinion of Xxxxxx, Xxxxxxx & Xxxxx, Incorporated to the issuance of effect that the Parent Shares Merger Consideration to be delivered in connection with the Merger shall is fair, from a financial point of view, to the shareholders of the Company, and such opinion will not have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant withdrawn prior to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated herebyEffective Time. (f) Parent and Company shall The Merger Consideration will have each received a letter of KPMG Peat Marwick LLP dated been delivered to the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles BoardPaying Agent.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to the Obligation of Each Party. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to The Target Stockholders’ Approval and the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall Parent Stockholders’ Approval must have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminatedobtained. (b) No action, suit or proceeding instituted by any Governmental Authority may be pending and no statute, rule, order, decree or regulation and no injunction, order, decree or judgment of any court or Governmental Authority of competent jurisdiction may be in effect, in each case which would prohibit, restrain, enjoin or restrict the consummation of the Transactions; provided, however, that the party seeking to terminate this Agreement pursuant to this subsection (b) must have used all reasonable best efforts to prevent the entry of such injunction or other order. (c) The Registration Statement shall must have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall may be in effect and no proceeding for such purpose shall may be pending before or threatened by the SEC. (cd) This Agreement Each of Target and Parent must have obtained all material permits, authorizations, consents, or approvals required to consummate the transactions contemplated hereby shall Transactions. (e) The Parent Common Shares to be issued in the Merger must have been approved and adopted by for listing on the requisite vote New York Stock Exchange, subject to official notice of issuance. (f) Any applicable waiting period under the HSR Act must have expired or been terminated. 8.2 Conditions to the Obligations of Parent. The obligation of Parent to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the stockholders of Company following conditions: (a) Target must have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and the issuance representations and warranties of Target contained in this Agreement, to the Parent Shares extent qualified with respect to materiality must be true and correct in connection with all respects, and to the Merger shall have been authorized by the requisite vote of the stockholders of Parentextent not so qualified must be true and correct in all material respects, in each case as of the date hereof and at and as of the Effective Time as if made at and as of such time, except as expressly contemplated by the Target Disclosure Letter or this Agreement and except that the accuracy of representations and warranties that by their terms speak as of the date hereof or some other date shall be determined as of such date, and Parent must have received a certificate of the Chief Executive Officer and Chief Financial Officer of Target as to the satisfaction of this condition. (b) From the date hereof through the Effective Time, there must not have occurred any change in accordance with applicable lawthe financial condition, business, operations or prospects of Target, that would constitute a Target Material Adverse Effect. (c) Target must have delivered to its counsel, Parent and Parent’s counsel a certificate signed on behalf of Target by a duly authorized officer of Target certifying representations substantially in the form set forth in the Target Tax Certificate attached as Exhibit 8.2(c) (the “Target Tax Certificate”). (d) No preliminary or permanent injunction or other order by any federal or state court in Parent must have received an opinion from Cxxxxx Xxxxxx & Rxxxxxx llp prior to the United States which prohibits the consummation effectiveness of the Registration Statement and also as of the Effective Time to the effect that (i) the Merger constitutes a reorganization under Section 368(a) of the Code, (ii) Parent and Target shall have been issued each be a party to that reorganization, and remain (iii) no gain or loss shall be recognized by Parent or Target because of the Merger; provided, however, that if counsel to Parent shall not render such opinion, this condition shall nonetheless be deemed satisfied if counsel to Target shall render such opinion to Parent; provided further, that in effectrendering such opinion, such counsel may rely upon the Parent Tax Certificate and the Target Tax Certificate. (e) Each of Company consent, waiver and Parent shall have obtained such consents from third parties and government instrumentalities approval set forth in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation Section 4.4(c) of the transactions contemplated herebyTarget Disclosure Letter must have been obtained, and Target must have provided Parent with copies thereof. (f) Parent and Company shall have each received a “cold comfort” letter of from KPMG Peat Marwick LLP dated in the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Boardform contemplated by Section 7.14(b).

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 6.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of the Company and and, the issuance of the Parent Shares in connection with the Merger Share Issuance shall have been authorized approved by the requisite vote of the stockholders of ParentAGT; (b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority and continued in each case in accordance effect which prohibits, restrains, enjoins or restricts the consummation of the Merger; (c) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with applicable law.respect to the transactions contemplated hereby shall have been either filed or received; (d) No preliminary the S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or permanent injunction proceedings seeking a stop order and AGT shall have received all state securities laws or other order by any federal or state court "blue sky" permits and authorizations necessary to issue shares of AGT Common Stock in exchange for the Shares in the United States which prohibits Merger; (e) the consummation of AGT Common Stock issuable in the Merger shall have been issued and remain in effect. (e) Each authorized for quotation on the NASDAQ, upon official notice of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby.issuance; and (f) Parent and Company the number of directors of AGT shall have each received been increased by two, and the vacancies created thereby shall have been initially filled by Xxxxx Xxxxxxxxx, Xx. and a letter of KPMG Peat Marwick LLP dated designee to be determined jointly by the Effective Time, addressed to Parent Company and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles BoardAGT.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER6.01 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be are subject to the satisfaction at or waiver, where permissible, prior to the Effective Time Time, of the following conditions: (a) Any This Agreement shall have been approved by the affirmative vote of the shareholders of Knightsbridge and Western by the requisite vote in accordance with applicable law; (b) No statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent), shall have been enacted, entered, promulgated or enforced by any court or governmental authority which is in effect and has the effect of prohibiting the consummation of the Merger; provided, however, that each of the parties shall have used its best efforts to prevent the entry of any injunction or other order and to appeal as promptly as possible any injunction or other order that may be entered; (c) The waiting period (and any extension thereof ) applicable to the consummation of the Merger under the HSR Act if required shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law.; (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation Each of the Merger consents listed on Schedule 6.01(d) hereto shall have been issued and remain in effectobtained. (e) Each A minimum of Company and Parent shall have obtained such consents from third parties and government instrumentalities $50,000 of operating capital is required at closing to be used by the Surviving Corporation to pay a shareholder loan payable by Knightsbridge as set forth in addition to pursuant to the HSR Act as Exhibit 6.01(e) annexed hereto. Western shall be required responsible for arranging this operating capital financing for the Surviving Corporation. Knightsbridge shall cooperate in approving documents and which authorizing the issuance of debt or equity securities of Knightsbridge on or before closing as consideration for the financing. Such funds are material to Parent and Company and be used to consummation pay the expenses set forth above in this section. Funds from financing in excess of $50,000 shall be placed in accounts with signatory requirements as authorized by the Board of Directors of the transactions contemplated herebySurviving Corporation. (f) Parent Western shall deliver the legal opinion of its general counsel, substantially in the form annexed hereto as Exhibit 6.01 (e) and Company Knightsbridge shall deliver the legal opinion of its counsel, substantially in the form annexed hereto as Exhibit 6.01(e)(1). (g) A consulting agreement between Knightsbridge and CPT shall have each received been executed, a letter copy of KPMG Peat Marwick LLP dated the Effective Time, addressed which is annexed to Parent and Company stating that the Merger will qualify this Agreement as a pooling of interests transaction under Opinion NoExhibit 6.01(g). 16 This consulting agreement shall become an obligation of the Accounting Principles BoardSurviving Corporation. (h) 950,000 post reverse stock split Common Stock shares (restricted) shall be issued as finder's fees as set forth on Exhibit 6.01(h) annexed hereto. (i) The parties hereto agree that any Language Force, Inc. ("LFI") assets, including shares of LFI net of payment of expenses ("LFI Assets") which remain following the conclusion of pending Arbitration proceedings or other legal action concerning the dispute between Knightsbridge and LFI shall be offered to Knightsbridge shareholders of record immediately prior to the issuance of common stock to Western as set forth in Article 1.06

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion consummation of this transaction, which action shall have not been withdrawn or terminated. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SECAct. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of each of the Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of the Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and the Company and to consummation of the transactions contemplated hereby. (f) Parent and Sub and the Company shall have each received a letter of KPMG Peat Marwick LLP LLP, dated the Effective Time, in form and substance satisfactory to Parent addressed to Parent and Sub and the Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board. Section 8.2 Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional conditions: (a) Each of Parent and Sub shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and the representations and warranties of Parent and Sub contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except as contemplated by this Agreement, and the Company shall have received a certificate of the Chief Executive Officer or the President of Parent as to the satisfaction of this condition. (b) The Company shall have received an opinion of Winston & Xxxxxx, in form and substance reasonably satisfactory to the Company, dated as of the Effective Time, substantially to the effect that the Merger will constitute a reorganization for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by Winston & Xxxxxx of representation letters from each of Parent, Sub and the Company, in each case, in form and substance reasonably satisfactory to Winston & Xxxxxx. The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to Winston & Xxxxxx, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. Section 8.3 Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional conditions: (a) The Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time except as contemplated by this Agreement, and Parent and Sub shall have received a Certificate of the Chief Executive Officer or the President of the Company as to the satisfaction of this condition. (b) Parent shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in form and substance reasonably satisfactory to Parent, dated as of the Effective Time, substantially to the effect that the Merger will constitute a reorganization for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of representation letters from each of Parent, Sub and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERConditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction satisfaction, or written waiver by such party, at or prior to the Effective Time of the following conditions: (a) Any any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion consummation of this transaction, which action shall not have not been withdrawn or terminated.; (b) The Registration Statement no statute, rule, regulation, executive order, decree, ruling or preliminary or permanent injunction shall have become effective in accordance with the provisions been enacted, entered, promulgated or enforced by any federal or state court or governmental authority having jurisdiction which prohibits, restrains, enjoins or restricts consummation of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC.Merger; (c) This each of the Company, the Company Subsidiaries, Merger Sub and Buyer shall have made such filings, and obtained such material permits, authorizations, consents, or approvals, required by Governmental Requirements to consummate the transactions contemplated hereby, and the appropriate forms shall have been executed, filed and approved as required by the Governmental Requirements; and (d) this Agreement, the Merger, the Contribution and the other transactions contemplated by this Agreement and the transactions contemplated hereby Ancillary Agreements shall have been adopted and approved and adopted by the requisite vote of the stockholders of the Company and in accordance with the issuance applicable provisions of the Parent Shares in connection with GCLN (the "Requisite Vote"). Section 8.2 Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall have been authorized by be subject to the requisite vote satisfaction at or prior to the Effective Time of the stockholders following additional conditions: (a) each of ParentBuyer and Merger Sub shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time; the representations and warranties of Buyer and Merger Sub contained in this Agreement which are qualified with respect to materiality shall be true and correct in all respects, and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation as of the Merger date of this Agreement and at and as of the Effective Time as if made at and as of such time, except as contemplated by this Agreement and except that representations and warranties that are made as of a specific date shall have been issued true and remain correct in effect. (e) Each all material respects as of Company such specified date; and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 certificate of the Accounting Principles Board.President or the Chief Financial Officer of the Buyer as to the satisfaction of this condition; and

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER6.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any this Agreement shall have been adopted and the Merger approved by the Company Requisite Vote; (b) the Share Issuance shall have been approved by the Parent Requisite Vote; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity and continued in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired terminated or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated.expired; (be) The Registration Statement the S-4 shall have become effective in accordance with the provisions of under the Securities Act and no shall not be the subject of any stop order suspending or proceedings seeking a stop order and Parent shall have received all state securities laws or "blue sky" permits and authorizations necessary to issue shares of Parent Common Stock in exchange for the effectiveness of Shares in the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC.Merger; (cf) This Agreement and the transactions Parent Common Stock issuable in the Merger (or otherwise as contemplated hereby pursuant to Section 2.3) shall have been approved and adopted by authorized for listing on the requisite vote NYSE, subject to official notice of the stockholders issuance; and (g) (i) all authorizations, consents or approvals of Company and the issuance of the Parent Shares a Governmental Entity required in connection with the Merger execution and delivery of this Agreement and the performance of the obligations hereunder shall have been authorized by the requisite vote of the stockholders of Parentmade or obtained, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Merger shall have been issued and remain in effect. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.without any

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERSECTION 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction or, if permitted by Applicable Law, waiver, at or prior to the Effective Time of the following conditions: (a) no statute, rule, regulation, executive order or other such order, shall have been enacted, entered, promulgated or enforced and remain in effect by any United States federal or state or foreign court or United States federal or state or foreign Governmental entity that prohibits, restrains, enjoins or restricts the consummation of the Merger; and (b) any governmental or regulatory notices, consents, approvals or other requirements necessary to consummate the transactions contemplated hereby shall have been given, obtained or complied with, as applicable. SECTION 5.2. Conditions to the Obligations of Commtouch and Acquisition. The obligation of Commtouch and Acquisition to effect the Merger is subject to the satisfaction or, if permitted by Applicable Law, waiver, at or prior to the Effective Time of the following conditions: (a) the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically relate to an earlier date, in which case such representations shall be true and correct as of such earlier date) except where failure to be so true and correct, without regard to any materiality qualifications contained therein, individually or in the aggregate does not constitute a Material Adverse Effect, and, at the Closing, Parent and Merger Sub shall have delivered to Commtouch a certificate to that effect, executed by two (2) executive officers or directors of Parent and Merger Sub; (b) each of the covenants and obligations of Parent and Merger Sub to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and, at the Closing, Parent and Merger Sub shall have delivered to Commtouch a certificate to that effect, executed by two (2) executive officers or directors of Parent and Merger Sub; and(c) Parent shall have performed all of its payment obligations under that certain Sale and License Agreement Dated November __, 2001. SECTION 5.3. Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Any waiting period applicable the representations and warranties of Commtouch and Acquisition contained in this Agreement shall be true and correct at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the consummation extent such representations specifically relate to an earlier date, in which case such representations shall be true and correct as of such earlier date and except where the Merger under failure to be so true and correct, without regarding to any materiality qualification contained therein, individually or in the HSR Act aggregate does not constitute a Material Adverse Effect) and, at the Closing, the Commtouch and Acquisition shall have expired delivered to Parent and Merger Sub a certificate to that effect, executed by two (2) executive officers or been terminated, directors of Commtouch and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consumma- tion of this transaction, which action shall have not been withdrawn or terminated.Acquisition; (b) The Registration Statement each of the covenants and obligations of Commtouch and Acquisition to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have become effective been duly performed in accordance with all material respects at or before the provisions Effective Time and, at the Closing, the Commtouch and Acquisition shall have delivered to Parent and Merger Sub a certificate to that effect, executed by two (2) executive officers or directors of the Securities Act Commtouch and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the SEC.Acquisition; and (c) This Agreement and to the transactions contemplated hereby extent required, the parties shall have been approved and adopted by the requisite vote of the stockholders of Company and the issuance of the Parent Shares in connection with the Merger shall have been authorized by the requisite vote of the stockholders of Parent, in each case in accordance with applicable law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation obtained approval of the Merger shall have been issued and remain in effector any aspect thereof from the OCS and/or the Investment Center. (e) Each of Company and Parent shall have obtained such consents from third parties and government instrumentalities in addition to pursuant to the HSR Act as shall be required and which are material to Parent and Company and to consummation of the transactions contemplated hereby. (f) Parent and Company shall have each received a letter of KPMG Peat Marwick LLP dated the Effective Time, addressed to Parent and Company stating that the Merger will qualify as a pooling of interests transaction under Opinion No. 16 of the Accounting Principles Board.