Common use of Conditions to Each Party’s Obligations to Effect the Merger Clause in Contracts

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on or prior to the Closing Date of the following conditions: (a) The limited partners of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby; (b) The Investors who own more than 50 percent of the Units owned by all Investors present in person or by proxy at the Special Meeting shall have voted to approve this Agreement, the Merger and the transactions contemplated hereby; (c) The Fairness Opinion shall not have been withdrawn prior to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit the consummation of the Merger and the transactions related thereto; (e) No suit, action, or proceeding shall have been filed or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreement.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date of the following conditions: (a) The limited partners Merger and this Agreement shall have been approved and adopted by the requisite vote of the Partnership who own more than 50 percent holders of the Units owned by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby;CoBancorp's Common Stock. (b) The Investors who own more than 50 percent All authorizations, consents, orders or approvals, lack of any injunctive actions by the Department of Justice or any state anti-trust agency, of the Units owned by all Investors present in person or by proxy at the Special Meeting shall have voted to approve this AgreementFRB, the Merger OCC, OTS, Division and the transactions contemplated hereby; any other Governmental Entity (ccollectively, "Consents") The Fairness Opinion shall not have been withdrawn prior to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit which are necessary for the consummation of the Merger (other than immaterial Consents, the failure to obtain which would not involve criminal liability, any material civil penalties or fines, or would not have or reasonably be expected to have a Material Adverse Effect on the combined businesses, financial condition, or results of operations of FirstMerit, CoBancorp, the FirstMerit Subsidiaries and the transactions related thereto; (e) No suitCoBancorp Subsidiaries taken as a whole), action, or proceeding shall have been filed obtained or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received occurred and shall be in full force and effect, except for such filingsand all applicable waiting periods shall have expired, registrationsat the Effective Time. A material Consent shall not be deemed to have been obtained if the Consent shall include any conditions or requirements which, notificationsin the reasonable opinion of the Board of Directors of FirstMerit, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect Material Adverse Effect on the anticipated economic and business or financial condition benefits to FirstMerit of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreement, taken as a whole. (c) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and shall not be subject to a stop order suspending the effectiveness of the Registration Statement. (d) No temporary restraining order, preliminary or permanent injunction or other order by any federal or state court or agency in the United States which enjoins or prohibits the consummation of the Merger shall have been issued and remain in effect. (e) FirstMerit shall have obtained an opinion of its counsel, reasonably satisfactory in form and substance to FirstMerit and dated as of Closing, to the effect that the Merger will constitute a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date of the following conditions: (a) The limited partners Merger and this Agreement shall have been approved and adopted by the requisite vote of the Partnership who own more than 50 percent holders of the Units owned by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger Signal's Capital Stock and the transactions contemplated hereby;FirstMerit's Common Stock. (b) The Investors who own more than 50 percent All authorizations, consents, orders or approvals, lack of any injunctive actions by the Department of Justice or any state anti-trust agency, of the Units owned by all Investors present in person or by proxy at the Special Meeting shall have voted to approve this AgreementFRB, the Merger OCC, OTS, and the transactions contemplated hereby; any other Governmental Entity (ccollectively, "Consents") The Fairness Opinion shall not have been withdrawn prior to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit which are necessary for the consummation of the Merger (other than immaterial Consents, the failure to obtain which would not involve criminal liability, any material civil penalties or fines, or would not have or reasonably be expected to have a Material Adverse Effect on the combined businesses, financial condition, or results of operations of FirstMerit, Signal, the FirstMerit Subsidiaries and the transactions related thereto; (e) No suitSignal Subsidiaries taken as a whole), action, or proceeding shall have been filed obtained or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received occurred and shall be in full force and effect, except for such filingsand all applicable waiting periods shall have expired, registrationsat the Effective Time. A material Consent shall not be deemed to have been obtained if the Consent shall include any conditions or requirements which, notificationsin the reasonable opinion of the Board of Directors of FirstMerit, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect Material Adverse Effect on the anticipated economic and business or financial condition benefits to FirstMerit of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreement, taken as a whole. (c) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and shall not be subject to a stop order suspending the effectiveness of the Registration Statement. (d) No temporary restraining order, preliminary or permanent injunction or other order by any federal or state court or agency in the United States which enjoins or prohibits the consummation of the Merger shall have been issued and remain in effect. (e) FirstMerit shall have obtained an opinion of its counsel, reasonably satisfactory in form and substance to FirstMerit and dated as of Closing, to the effect that the Merger will constitute a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code. (f) FirstMerit shall have received a letter, dated the date of the Closing, from its independent certified public accounting firm to the effect that, for financial reporting purposes, the Merger qualifies for pooling-of-interests accounting treatment under generally accepted accounting principles, if consummated in accordance with this Agreement.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, thereof in its sole discretion (provided that the condition set forth in Section 3.1(bdiscretion) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date of the following conditions: (a) The limited partners of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership This Merger Agreement shall have voted to approve, at a special meeting of been approved by the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby; (b) The Investors who own more than 50 percent of the Units owned by all Investors present Unit Majority voting in person or by proxy at the Special Meeting shall have voted to approve this Agreement, the Merger and the transactions contemplated hereby;at which a quorum is present. (c) The Fairness Opinion shall not have been withdrawn prior to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (db) No provision of any applicable law or regulation and no judgment, injunction, order, order or decree shall prohibit the consummation of the Merger and the transactions related thereto;. (ec) No suit, action, or proceeding The shares of IMC Common Stock issuable upon the Merger pursuant to this Merger Agreement shall have been filed or otherwise be pending against authorized for listing on the parties to this Agreement or any officer, member, or affiliate New York Stock Exchange upon official notice of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; andissuance. (fd) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory and governmental authorities, required for consummation of the transactions contemplated by this Merger Agreement (other than including (i) the filing under the HSR Act and recordation (ii) the filing with the SEC of appropriate merger documents required by the DGCL or the DRULPAProxy Statement/Prospectus and any related documents), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory and governmental authorities, required for consummation of the transactions contemplated by this Agreement Merger Agreement, shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party PLP or IMC. (e) Any waiting periods (and any extensions thereof) applicable to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreementhereby under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to this Agreement to consummate and effect the Merger transactions contemplated hereby shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on satisfaction at or prior to the Closing Date Effective Time of each of the following conditions, any of which may be waived, in whole or part, to the extent permitted by applicable law: (a) The limited partners This Agreement shall have been adopted by the requisite vote of the Partnership who own more than 50 percent stockholders of each of Buyer and Merger Sub, if required, and Company. (b) The Commission shall have declared the Form S-4 effective. No stop order suspending the effectiveness of the Units owned by all limited partners Form S-4 or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Partnership Joint Proxy Statement/Prospectus shall have voted to approve, at a special meeting been initiated or threatened in writing by the Commission or any other Governmental Authority; and all requests for additional information on the part of the Partnership held Commission or any other Governmental Authority shall have been complied with to the reasonable satisfaction of the parties hereto. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger shall be in effect, nor shall any proceeding brought by any Government Authority seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger, which prevents or prohibits consummation of the Merger. In the event an injunction, order or other restraint or prohibition shall have been issued or imposed, each party agrees to use its commercially reasonable efforts to have such injunction, order or other restraint or prohibition lifted. (d) Company, Buyer and Merger Sub and their respective Subsidiaries shall have timely obtained from each Governmental Authority: (i) all approvals, waivers and consents as may be required under the Securities Act, state blue sky laws, the Exchange Act and under the HSR Act, and (ii) all other approvals, waivers and consents, if any, necessary for that purpose (the “Special Meeting”), this Agreement, consummation of or in connection with the Merger and the transactions contemplated hereby; (b) The Investors who own more than 50 percent of the Units owned by all Investors present in person or by proxy at the Special Meeting shall have voted to approve this Agreement, the Merger and the transactions contemplated hereby; (c) The Fairness Opinion shall not have been withdrawn prior to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit the consummation of the Merger and the transactions related thereto; (e) No suit, action, or proceeding shall have been filed or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain which would not reasonably be expected to have a material adverse effect Material Adverse Effect upon either of Buyer or Company following the Effective Time. (e) The shares of Buyer Common Stock to be issued in the Merger and such other shares of Buyer Common Stock to be reserved for issuance in connection with the Merger shall have been approved for listing on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this AgreementThe Nasdaq National Market.

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 fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date Effective Time of each of the following conditions: (a) The limited partners of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger This Agreement and the transactions contemplated hereby, including the Merger and the Plan of Merger, shall have been approved and authorized by the Required Company Vote at the Company Shareholders Meeting in accordance with applicable Laws and the memorandum and articles of association of the Company; (b) The Investors who own more than 50 percent Form F-4 shall have become effective under the Securities Act. No stop order suspending the effectiveness of the Units owned by all Investors present in person or by proxy at the Special Meeting Form F-4 shall have voted to approve this Agreement, been issued and no proceedings for that purpose shall have been initiated or threatened by the Merger and the transactions contemplated herebySEC; (c) The Fairness Opinion Parent ADSs to be issued upon consummation of the Merger shall not have been withdrawn prior approved for listing on The New York Stock Exchange, subject to the Effective Time, unless a replacement opinion or opinions official notice of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawnissuance; (d) No provision There shall not be in effect any Law of any applicable law or regulation and no judgmentGovernmental Entity of competent jurisdiction, injunctionrestraining, order, or decree shall prohibit the consummation of the Merger and the transactions related thereto; (e) No suit, action, or proceeding shall have been filed enjoining or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for 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; and (other than e) All authorizations, consents or approvals of a Governmental Entity required in connection with the filing execution and recordation delivery of appropriate merger documents required by this Agreement and the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation performance of the transactions contemplated by this Agreement obligations hereunder shall have been received and shall made or obtained, without any limitation, restriction or condition that has or would reasonably be expected to have, individually or in full force and effectthe aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, except for such filings, registrations, notifications, approvals, authorizations, and consentsconsents or approvals, the failure of which to make have been made or obtain obtained does not and would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business Company Material Adverse Effect or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations obligation of each party Party to effect consummate the Merger shall be transactions contemplated by this Agreement is subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date Effective Time of each of the following conditions: (a) The limited partners of Required VanceInfo Vote and the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership Required HiSoft Vote shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby;been obtained. (b) The Investors who own more than 50 percent Form F-4 shall have become effective under the Securities Act, and shall not be the subject of any stop order, or any proceedings to seek a stop order, suspending the effectiveness of the Units owned by all Investors present in person or by proxy at the Special Meeting shall have voted to approve this Agreement, the Merger and the transactions contemplated hereby;Form F-4. (c) The Fairness Opinion shall not have been withdrawn prior HiSoft ADSs issuable as Merger Consideration pursuant to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit the consummation of the Merger and the transactions related thereto; (e) No suit, action, or proceeding shall have been filed or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received approved for listing on the NASDAQ Global Select Market, subject to official notice of issuance. (d) The authorizations, consents, orders or approvals of, or declarations or filings with, and the expirations or waiting periods required from, any Governmental Entity listed in Section 7.1(d) of the HiSoft Disclosure Schedule and Section 7.1(d) of the VanceInfo Disclosure Schedule shall have been filed, have occurred or been obtained, as applicable (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, except for such filings, registrations, notifications, approvals, authorizations, . (e) No Governmental Entity of competent jurisdiction other than those listed in Section 7.1(d) of the HiSoft Disclosure Schedule and consents, Section 7.1(d) of the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this AgreementVanceInfo Disclosure Schedule, or as may be mutually agreed by the ability Parties, as applicable, shall have issued or enforced any executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and has the effect of a party to this Agreement to consummate making the transactions contemplated by this AgreementMerger illegal or otherwise prohibiting or preventing the consummation of the Merger.

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 fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on satisfaction at or prior to the Closing Date Effective Time of the following conditions: (a) The limited partners this Agreement shall have been duly adopted by the requisite vote or written consent of the Partnership who own more than 50 percent stockholders of the Units owned Company, if and to the extent required by all limited partners of applicable law, in order to consummate the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated herebyMerger; (b) The Investors who own more than 50 percent 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 Units owned by all Investors present in person or by proxy at the Special Meeting shall have voted to approve this Agreement, the Merger and the transactions contemplated herebyMerger; (c) The Fairness Opinion shall not have been withdrawn prior any waiting period applicable to the Effective Time, unless a replacement opinion Merger under the HSR Act and similar merger notification laws or opinions regulations of an investment banking firm foreign Governmental Entities shall have terminated or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawnexpired; (d) No provision the S-4 shall have become effective under the Securities Act and shall not be the subject of any applicable law stop order or regulation proceedings seeking a stop order and no judgment, injunction, order, Parent shall have received all state securities laws or decree shall prohibit “blue sky” permits and authorizations necessary to issue shares of Parent Common Stock in exchange for Shares in the consummation of the Merger and the transactions related theretoMerger; (e) No suit, action, the Parent Common Stock shall be listed for trading on the NASDAQ and the Parent Common Stock to be issued in the Offer or proceeding the Merger and the shares of Parent Common Stock to be reserved for issuance upon exercise of Company Stock Options shall have been filed or otherwise be pending against approved for listing on the parties NASDAQ; (f) Parent shall have purchased Shares pursuant to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related theretoOffer; and (fg) The parties to Neither the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of Parent 368 Opinion nor the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement Company 368 Opinion shall have been received withdrawn and no event shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain have occurred that would not have a material adverse effect prevent Parent from relying on the business or financial condition of a party to this Agreement, Parent 368 Opinion or the ability of a party Company from relying on the Company 368 Opinion; provided that this condition may be waived by Parent solely with respect to this Agreement the Parent 368 Opinion or by the Company solely with respect to consummate the transactions contemplated by this AgreementCompany 368 Opinion.

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 fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on satisfaction at or prior to the Closing Date Effective Time of the following conditions: (a) The limited partners this Agreement shall have been duly adopted by the requisite vote or written consent of the Partnership who own more than 50 percent stockholders of the Units owned Company, if and to the extent required by all limited partners of applicable law, in order to consummate the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated herebyMerger; (b) The Investors who own more than 50 percent 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 Units owned by all Investors present in person or by proxy at the Special Meeting shall have voted to approve this Agreement, the Merger and the transactions contemplated herebyMerger; (c) The Fairness Opinion shall not have been withdrawn prior any waiting period applicable to the Effective Time, unless a replacement opinion Merger under the HSR Act and similar merger notification laws or opinions regulations of an investment banking firm foreign Governmental Entities shall have terminated or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawnexpired; (d) No provision the S-4 shall have become effective under the Securities Act and shall not be the subject of any applicable law stop order or regulation proceedings seeking a stop order and no judgment, injunction, order, Parent shall have received all state securities laws or decree shall prohibit “blue sky” permits and authorizations necessary to issue shares of Parent Common Stock in exchange for Shares in the consummation of the Merger and the transactions related theretoMerger; (e) No suit, action, the Parent Common Stock shall be listed for trading on the NYSE and the Parent Common Stock to be issued in the Offer or proceeding the Merger and the shares of Parent Common Stock to be reserved for issuance upon exercise of Company Stock Options shall have been filed or otherwise be pending against approved for listing on the parties NYSE; (f) Parent shall have purchased Shares pursuant to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related theretoOffer; and (fg) The parties to Neither the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of Parent 368 Opinion nor the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement Company 368 Opinion shall have been received withdrawn and no event shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain have occurred that would not have a material adverse effect prevent Parent from relying on the business or financial condition of a party to this Agreement, Parent 368 Opinion or the ability of a party Company from relying on the Company 368 Opinion; provided that this condition may be waived by Parent solely with respect to this Agreement the Parent 368 Opinion or by the Company solely with respect to consummate the transactions contemplated by this AgreementCompany 368 Opinion.

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 fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date Effective Time of each of the following conditions: (a) The limited partners of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger This Agreement and the transactions contemplated hereby, including the Merger, shall have been approved and adopted by the Required Company Vote at the Company Shareholders Meeting in accordance with applicable Law and the memorandum and articles of association of the Company; (b) The Investors who own more than 50 percent of the Units owned by all Investors present in person or by proxy at the Special Meeting shall have voted to approve this Agreement, the Merger and the transactions contemplated hereby; (c) The Fairness Opinion There shall not have been withdrawn prior to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar be in effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision any Law of any applicable law or regulation and no judgmentGovernmental Entity of competent jurisdiction, injunctionrestraining, order, or decree shall prohibit the consummation of the Merger and the transactions related thereto; (e) No suit, action, or proceeding shall have been filed enjoining or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for 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; and (other than c) All authorizations, consents or approvals of a Governmental Entity required in connection with the filing execution and recordation delivery of appropriate merger documents required by this Agreement and the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation performance of the transactions contemplated by this Agreement obligations hereunder shall have been received 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 (or an effect on Parent and shall 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 full force and effectthe aggregate, a Material Adverse Effect), except for such filings, registrations, notifications, approvals, authorizations, and consentsconsents or approvals, the failure of which to make have been made or obtain obtained does not and would not have reasonably be expected to have, individually or in the aggregate, a material adverse Material Adverse Effect (or an effect on Parent and its Subsidiaries that, were such effect applied to the business Company and its Subsidiaries, would have or financial condition of would reasonably be expected to have, individually or in the aggregate, a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this AgreementMaterial Adverse Effect).

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 fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on or prior to the Closing Date satisfaction of the following conditions: (a) The limited partners of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership (i) Parent shall have voted to approve, at a special meeting of obtained the Partnership held for that purpose Parent Shareholder Transaction Approval and (ii) the “Special Meeting”), this Agreement, Company shall have obtained the Merger and the transactions contemplated herebyCompany Shareholder Approval; (b) The Investors who own more than 50 percent of the Units owned by all Investors present in person or by proxy at the Special Meeting shall have voted to approve this Agreement, the Merger and the transactions contemplated hereby; (c) The Fairness Opinion shall not have been withdrawn prior to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No no material provision of any applicable law or regulation and no judgment, injunction, order, order or decree shall prohibit the consummation of the Merger; (c) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; (d) the Registration Statement shall have been declared effective and no stop order suspending the transactions related theretoeffectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) No suit, action, or proceeding the shares of Parent Common Stock to be issued in the Merger and such other shares of Parent Common Stock to be reserved for issuance upon exercise of Parent Stock Options (following the Merger) shall have been filed or otherwise be pending against approved for listing on the parties NYSE, subject to this Agreement or any officer, member, or affiliate official notice of such parties challenging the legality or any aspect of the Merger or the transactions related theretoissuance; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement Merger Certificate as provided in Article 2, all Necessary Consents shall have been received taken, made or obtained and there shall not be in full force and effectany action taken, except for such filingsor any statute, registrationsrule, notificationsregulation, approvalsorder or decree enacted, authorizationsentered, and consentsenforced or deemed applicable to the Merger by any Governmental Authority which imposes any condition or restriction upon Parent or its Subsidiaries (including, after the Effective Time, the failure of Surviving Corporation) which would reasonably be expected to make or obtain would not have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or financial condition operating results of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this AgreementParent.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date of the following conditions: (a) The limited partners Merger and this Agreement shall have been approved and adopted by the requisite vote of the Partnership who own more than 50 percent holders of the Units owned by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby;Security First's Common Stock. (b) The Investors who own more than 50 percent All authorizations, consents, orders or approvals, lack of any injunctive actions by the Department of Justice or any state anti-trust agency, of the Units owned by all Investors present in person or by proxy at the Special Meeting shall have voted to approve this AgreementFRB, the Merger OTS, OCC and the transactions contemplated hereby; any other Governmental Entity (ccollectively, "Consents") The Fairness Opinion shall not have been withdrawn prior to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit which are necessary for the consummation of the Merger (other than immaterial Consents, the failure to obtain which would not involve criminal liability, any material civil penalties or fines, or would not have or reasonably be expected to have a Material Adverse Effect on the combined businesses, financial condition, or results of operations of FirstMerit, Security First, the FirstMerit Subsidiaries and the transactions related thereto; (e) No suitSecurity First Subsidiaries taken as a whole), action, or proceeding shall have been filed obtained or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received occurred and shall be in full force and effect, except for such filingsand all applicable waiting periods shall have expired, registrationsat the Effective Time. A material Consent shall not be deemed to have been obtained if the Consent shall include any conditions or requirements which, notificationsin the reasonable opinion of the Board of Directors of FirstMerit, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect Material Adverse Effect on the anticipated economic and business or financial condition benefits to FirstMerit of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreement, taken as a whole. (c) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and shall not be subject to a stop order suspending the effectiveness of the Registration Statement. (d) No temporary restraining order, preliminary or permanent injunction or other order by any federal or state court or agency in the United States which enjoins or prohibits the consummation of the Merger shall have been issued and remain in effect. (e) FirstMerit shall have obtained an opinion of its counsel, reasonably satisfactory in form and substance to FirstMerit and dated as of Closing, to the effect that the Merger will constitute a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code. (f) FirstMerit shall have received a letter, dated the date of the Closing, from Coopers & Lybrxxx xx the effect that, for financial reporting purposes, the Merger qualifies for pooling-of-interests accounting treatment under generally accepted accounting principles, if consummated in accordance with this Agreement.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party Party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date of the following conditions: (a) The limited partners Merger shall have been approved and adopted by the requisite vote of the Partnership who own more than 50 percent holders of the Units owned by all limited partners shares of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby;MAF Common Stock. (b) The Investors who own more than 50 percent shares of National City Common Stock issuable in the Units owned by all Investors present in person or by proxy at the Special Meeting Merger shall have voted to approve this Agreement, been authorized for listing on the Merger and the transactions contemplated hereby;New York Stock Exchange. (c) The Fairness Opinion shall not have been withdrawn prior to the Effective TimeAll authorizations, unless a replacement opinion consents, orders or opinions approvals of, and all expirations of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of waiting periods imposed by, any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit Governmental Authority which are necessary for the consummation of the Merger (other than immaterial consents, the failure to obtain of which would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect to, National City and the transactions related thereto; National City Subsidiaries taken as a whole or MAF and MAF Subsidiaries taken as a whole) (e) No suitcollectively, action“Consents”), or proceeding shall have been filed obtained or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings occurred and registrations withshall be in full force and effect at the Effective Time; provided, and notifications tohowever, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation that no Consent shall be deemed to have been received if it shall include any conditions or requirements which would so materially or adversely impact the economic or business benefits of the transactions contemplated by this Agreement (other than so as to render inadvisable in the filing and recordation reasonable opinion of appropriate merger documents required by National City the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement Merger. (d) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and remain in effect and no proceedings for such purpose shall be pending or threatened by the SEC; provided, however, that prior to April 30, 2008, the fact that a stop order has been issued and remains in effect shall not be the sole basis for termination of this Agreement by a Party pursuant to Sections 8.1(d) or 8.1(e) of this Agreement so long as the other Party is taking, or cooperating in taking, all commercially reasonable actions to obtain the lifting of such stop order. (e) No temporary restraining order, preliminary or permanent injunction or other Governmental Order by any Governmental Authority that prevents the consummation of the Merger shall have been issued and remain in effect; provided, however, that prior to the earlier of (i) April 30, 2008, or (ii) the time at which such injunction or Governmental Order becomes final and non-appealable, the entry of any such injunction or Governmental Order shall not be the sole basis for termination of this Agreement by a Party pursuant to Sections 8.1(d) or 8.1(e) of this Agreement so long as the other Party is taking, or cooperating in taking, all commercially reasonable actions to cause such injunction or Governmental Order to be appealed, vacated, lifted or otherwise modified to permit the Merger to become effective. (f) Vedder, Price, Kxxxxxx & Kammholz, P.C., counsel to MAF shall have delivered to MAF and National City its opinion, dated the day of the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referenced in such opinion that 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, accordingly: (A) no gain or loss will be recognized by National City or MAF as a result of the Merger (except for amounts resulting from any required change in accounting methods, any income and deferred gain recognized pursuant to U.S. Treasury Regulations issued under Section 1502 of the Code, or other exceptions as set forth in such opinion), (B) no gain or loss will be recognized by the stockholders of MAF who exchange their shares of MAF Common Stock solely for shares of National City Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in National City Common Stock), (C) the aggregate tax basis of the shares of National City Common Stock received by a MAF stockholder in the Merger (including any fractional shares of National City Common Stock deemed received and redeemed) will be the same as the aggregate tax basis of the shares of MAF Common Stock surrendered by such MAF stockholder in exchange therefor, and (D) the holding period of the shares of National City Common Stock received in the Merger will include the period during which the shares of MAF Common Stock surrendered in exchange therefore were held, provided such shares of MAF Common Stock were held as capital assets at the Effective Time. In rendering such opinion, counsel may require and rely upon such representations as it deems appropriate and which shall be contained in full force certificates of officers of MAF, National City and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreementothers.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date Effective Time of the following conditions: (a) The limited partners Merger shall have been approved and adopted by the requisite vote of the Partnership who own more than 50 percent holders of Crestar Common Stock and the issuance of SunTrust Common Stock shall have been approved by the requisite vote of the Units owned by all limited partners holders of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby;SunTrust Common Stock. (b) The Investors who own more than 50 percent of SunTrust Common Stock issuable in the Units owned by all Investors present in person or by proxy at the Special Meeting Merger shall have voted to approve this Agreementbeen authorized for listing on the New York Stock Exchange, the Merger and the transactions contemplated hereby;upon official notice of issuance. (c) The Fairness Opinion shall not have been withdrawn prior to the Effective TimeAll authorizations, unless a replacement opinion consents, orders or opinions approvals of, and all expirations of an investment banking firm or firms satisfactory to SWR waiting periods imposed by, any Governmental Entity (including the Transaction Committeecollectively, "Consents") to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit which are necessary for the consummation of the Merger (other than immaterial Consents, the failure to obtain which would not be materially adverse to the combined businesses of SunTrust, Crestar, SunTrust's subsidiaries and the transactions related thereto; (eCrestar Subsidiaries taken as a whole) No suit, action, or proceeding shall have been filed obtained or otherwise shall have occurred and shall be pending against in full force and effect at the parties to this Agreement or any officerEffective Time; provided, memberhowever, or affiliate of such parties challenging the legality or any aspect that none of the Merger or the transactions related thereto; and (f) The parties to the Merger preceding Consents shall be deemed obtained if it shall have made all filings imposed any condition or requirement which would so materially and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation adversely impact the economic or business benefits to SunTrust or Crestar of the transactions contemplated by this Agreement that, had such condition or requirement been known, such party would not, in its reasonable judgment, have entered into this Agreement. (other than d) The Registration Statement shall have become effective in accordance with the filing and recordation provisions of appropriate merger documents required the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the DGCL Commission and remain in effect. (e) SunTrust and Crestar shall have received a letter, dated the date of the Closing, from Arthxx Xxxexxxx XXX or the DRULPA)its successor, SunTrust's independent accountants, and all approvals and authorizations and consents of all third partiesKPMG Peat Marwick LLP or its successor, includingCrestar's independent accountants, without limitationeach to the effect that, lenders and all regulatory authoritiesfor financial reporting purposes, required the Merger qualifies for pooling-of-interests accounting treatment under generally accepted accounting principles if consummated in accordance with this Agreement. (f) No temporary restraining order, preliminary or permanent injunction or other order by any federal or state court in the United States which prevents the consummation of the transactions contemplated by this Agreement Merger shall have been received issued and remain in effect. (g) King & Spalding, counsel to SunTrust, shall be in full force have delivered to SunTrust their opinion, dated on or about the date that is two business days prior to the date the Proxy Statement is first mailed to the shareholders of Crestar and effect, except for such filings, registrations, notifications, approvals, authorizationsthe shareholders of SunTrust, and consentsreaffirmed as of 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 at such time, the failure Merger will be treated for federal income tax purposes as a reorganization within the meaning of which Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Crestar, SunTrust, and others, reasonably satisfactory in form and substance to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreementsuch counsel.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party hereto to effect consummate the Merger shall be transactions provided for hereby are subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereofsatisfaction, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on or prior to the Closing Date Date, of each of the following conditions: (a) Section 8.1.1 The limited partners of waiting period applicable to the Partnership who own more than 50 percent of Merger under the Units owned by all limited partners of HSR Act and any waiting period applicable to the Partnership Merger under the Exon-Xxxxxx Act shall have voted been terminated or shall have expired, all approvals under antitrust regulatory filings in any jurisdiction that shall be necessary or determined by Buyer and the Company to approvebe reasonably desirable shall have been obtained, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreementand there shall be no commitment by Buyer, the Merger and Company or any of their respective Subsidiaries to any Governmental Authority not to close the transactions contemplated hereby;hereby before a date certain. (b) The Investors who own more than 50 percent of the Units owned Section 8.1.2 No Proceeding by all Investors present in person or by proxy at the Special Meeting any Governmental Authority shall have voted to approve this Agreement, been instituted and remain in effect which questions the Merger and validity or legality of the transactions contemplated hereby;hereby and which could reasonably be expected to adversely affect the Company Business or the Company Assets if the transactions contemplated hereby are consummated. There shall not be any Applicable Law or Court Order that enjoins or makes the transactions contemplated hereby illegal or otherwise prohibited. (c) Section 8.1.3 The Fairness Opinion Approval shall not have been withdrawn prior to obtained or, if the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and Fairness Approval has not been withdrawn; (d) No provision of any applicable law or regulation and no judgmentobtained, injunction, order, or decree shall prohibit then the consummation of the Merger and the transactions related thereto; (e) No suit, action, or proceeding Registration Statement shall have been filed declared effective by the SEC under the Securities Act, and no stop order (or otherwise be pending against similar action) suspending the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect effectiveness of the Merger or the transactions related thereto; and (f) The parties to the Merger Registration Statement shall have made all filings and registrations withbeen issued (or taken) by the SEC, and notifications to, all third parties, including, without limitation, lenders and all appropriate as applicable. Section 8.1.4 Any other governmental or regulatory authorities, notices or approvals required for consummation of under any Applicable Law to carry out the transactions contemplated by this Agreement (other than and the filing Ancillary Agreements shall have been obtained and recordation of appropriate merger documents required by the DGCL or the DRULPA), and parties shall have complied with all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of Applicable Laws applicable to the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this AgreementAncillary Agreements.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party the parties hereto to effect consummate the Merger shall be pursuant to the terms of this Agreement are subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any satisfaction of the parties hereto)) following conditions precedent on or prior to the Closing Date Date. In the event that one or more of these conditions are not satisfied on or prior to the following conditionsClosing Date, the party or parties whose obligations hereunder are subject to the satisfaction of such condition or conditions may either elect to terminate this Agreement or waive the satisfaction of such condition. The conditions are: (a) The limited partners this Agreement and the Merger shall have been approved by (i) the holders of a majority of the Partnership who own more than 50 percent shares of Target Stock and (ii) a majority of the Units owned by all limited partners shares of the Partnership shall have voted to approveTarget Stock and Target REIT Common Stock, at voting together as a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated herebyclass; (b) The Investors who own more than 50 percent all necessary consents, waivers, approvals, authorizations or orders required to be obtained and the making of all filings required to be made by any of the Units owned by all Investors present in person or by proxy at parties for the Special Meeting shall have voted to approve authorization, execution and delivery of this Agreement, Agreement and the Merger and consummation of the transactions contemplated herebythereby shall have been obtained or made, as the case may be, on or prior to (and remaining in effect at) the Closing Date; (c) The Fairness Opinion the Company and the Target REIT shall not have been withdrawn received, on or prior to the Effective TimeClosing Date, unless an opinion from Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP to the effect that the Merger will not constitute a replacement “prohibited transaction” within the meaning of Section 857(b)(6)(B)(iii) of the Code (it being agreed that if Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP does not render such opinion, this condition shall nonetheless be satisfied if another nationally recognized law firm renders such opinion, and that the Company and the Target REIT shall use their respective reasonable best efforts to obtain the opinion required by this subsection). The Company and the Target REIT agree to provide customary representations to Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP (or opinions such other law firm) in connection with the issuance of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawnsuch opinion; (d) No provision of any applicable law the President or regulation and no judgment, injunction, order, or decree shall prohibit the consummation Chief Operating Officer of the Merger Target REIT shall have delivered to the Company a certificate on behalf of the Target REIT, dated as of the Closing Date, to the effect that there have been no material adverse changes in the financial condition of the Target REIT between the date of the most recent Target REIT Financial Statements and the transactions related theretoClosing Date; (e) No suit, action, or proceeding there shall have been filed no statute, rule, order or otherwise be pending against regulation enacted or issued by the parties to this Agreement United States or any officer, memberState thereof, or affiliate of such parties challenging by a Governmental Entity, that prohibits the legality or any aspect consummation of the Merger or the transactions related theretoMerger; and (f) The parties to the Merger representations set forth in Section 3 and Section 4 hereof are true and complete in all material respects; provided, however, that the party whose representation was not true and correct shall have made all filings and registrations withno right to not consummate the Closing as a result thereof. The conditions described in clause (b) above may be waived by either the Company or the Target REIT, and notifications toas the case may be, all third partiesin whole or in part if, includingin the opinion of either the Company or the Target REIT, without limitationas the case may be, lenders and all appropriate regulatory authorities, required for consummation such waiver does not materially affect the terms of the transactions contemplated by this Agreement transaction, which waiver shall not be unreasonably withheld. The conditions described in clause (other than the filing and recordation of appropriate merger documents required d) above may be waived by the DGCL Company in its sole discretion. The conditions described in clause (f) above may be waived, in whole or in part, by the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or which the ability of a party to this Agreement to consummate the transactions contemplated by this Agreementrepresentation that is not true and correct is made.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be are subject to the fulfillment (satisfaction, or to the extent permitted by applicable law, the written waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date Effective Time of each of the following conditions: (a) The limited partners This Agreement and the Transactions shall have received approval from the shareholders of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby;Company. (b) The Investors who own more Other than 50 percent the filing of the Units owned by Articles of Merger with the Secretary of State of Oregon, all Investors present in person Consents, third party consents, and notices that are legally required to be obtained or by proxy at the Special Meeting shall have voted to approve this Agreement, the Merger and the transactions contemplated hereby; (c) The Fairness Opinion shall not have been withdrawn prior to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit provided for the consummation of the Merger and the transactions related thereto; (e) No suitTransactions, action, or proceeding shall have been filed or otherwise be pending against the parties to this Agreement or any officersatisfied, memberfiled, occurred, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations withbeen obtained, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing such Consents and recordation of appropriate merger documents required by the DGCL third party consents (i) as Parent and Company agree Company shall not seek or the DRULPA)obtain, and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, or (ii) the failure of which to make or obtain would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect or as a result of the Transactions, a Parent Material Adverse Effect. (c) No Governmental Entity of competent jurisdiction shall have a enacted, issued, promulgated, enforced, or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary, or permanent) that (i) is in effect, and (ii) has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger. (d) There shall not be pending any action, proceeding, or other application brought by any Governmental Entity: (i) challenging or seeking to restrain or prohibit the consummation of the Transactions, or seeking to obtain any material adverse effect damages in connection therewith; or (ii) seeking to prohibit or impose any material limitations on Parent’s or the Surviving Corporation’s ownership or operation of all or any portion of Company’s business or financial condition to compel Parent or Surviving Corporation to dispose of or hold separate all or any material portion of the assets of Company as a party to this Agreement, or result of the ability of a party to this Agreement to consummate the transactions contemplated by this AgreementTransactions.

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 fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on satisfaction at or prior to the Closing Date Effective Time of the following conditions: (a) The limited partners of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership this Agreement shall have voted to approve, at a special meeting of been approved and adopted by the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated herebyOSI Requisite Vote; (b) The Investors who own more than 50 percent of the Units owned by all Investors present in person or by proxy at the Special Meeting Share Issuance shall have voted to approve this Agreement, been approved by the Merger and the transactions contemplated herebyInfinity Requisite Vote; (c) The Fairness Opinion no statute, rule, regulation, executive order, decree, ruling or injunction shall not have been withdrawn prior to 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 Effective Time, unless a replacement opinion or opinions consummation of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawnMerger; (d) No provision of any waiting period (including any extension thereof) applicable law to the Merger under the HSR Act shall have terminated or regulation and no judgmentexpired; (e) there shall not be pending or threatened by any Governmental Entity any suit, injunctionaction or proceeding, order, in each case (i) seeking to restrain or decree shall prohibit the consummation of the Merger and or any of the other transactions related thereto; (e) No suit, action, or proceeding shall have been filed or otherwise be pending against the parties to contemplated by this Agreement or seeking to obtain from OSI or Infinity any officerdamages that are material in relation to OSI and its subsidiaries taken as a whole or Infinity and its subsidiaries taken as a whole, memberas applicable, or affiliate of such parties challenging the legality (ii) which otherwise could reasonably be expected to have a Material Adverse Effect on OSI or any aspect of the Merger or the transactions related theretoa Material Adverse Effect on Infinity; and (f) The parties if required for the consummation of the Merger under applicable Law, Infinity shall have either received a receipt issued under subsection 13(1) of the Canada Act certifying that a complete notice in prescribed form in respect of the Merger has been received and advising that the Merger is not reviewable; or a notice from the Minister, designated by the Governor in Council as the Minister for the purposes of the Investment Canada Act, issued under Part IV of the Canada Act, indicating that such Minister is, or is deemed to be, satisfied that the Merger is likely to be of net benefit to Canada. (g) 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 Infinity shall 48 57 have received all state securities Laws or "blue sky" permits and authorizations necessary to issue shares of Infinity Common Stock in exchange for the Shares in the Merger; (h) the Infinity Common Stock issuable in the Merger shall have made all filings and registrations withbeen authorized for listing on the NYSE, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, subject to official notice of issuance; and (i) if required for the consummation of the transactions contemplated by this Agreement (other than Merger under applicable Law, the filing and recordation of appropriate merger documents required by parties shall have obtained the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation favorable opinion of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this AgreementComision Federal de Competencia.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date of the following conditions: (a) The limited partners of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership Star Maritime shall have voted to approve, at a special meeting of obtained the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated herebyStar Maritime Stockholders’ Approval; (b) The Investors who own more than 50 percent of the Units owned by all Investors present in person or by proxy at the Special Meeting Star Bulk Registration Statement shall have voted to approve this Agreement, become effective under the Merger Securities Act and shall not be the transactions contemplated herebysubject of any stop order or proceedings seeking a stop order; (c) The Fairness Opinion Star Bulk Shares issuable to Star Maritime’s stockholders pursuant to Section 2.9 hereof, the Star Bulk Warrants issuable to Star Maritime shareholders pursuant to Section 2.10 hereof and the Star Bulk Shares issuable upon exercise of such Star Bulk Warrants shall not have been withdrawn prior approved for the Stock Exchange Listing and the Exchange Act Listing, subject to the Effective Time, unless a replacement opinion any notice of issuance or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn;requirement. (d) The Vessel Acquisition Agreements shall be in full force and effect; (e) No provision preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents or materially burdens the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any applicable law such injunction, order or decree lifted); (f) No action shall have been taken, and no statute, rule or regulation shall have been enacted, by any Governmental Authority, which would prevent or materially burden the consummation of the Merger; (g) All consents, orders and no judgment, injunction, order, or decree shall prohibit approvals legally required for the consummation of the Merger and the transactions related thereto; (e) No suit, action, or proceeding contemplated hereby shall have been filed or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings obtained and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, effect at the failure of which to make Effective Time without any material limitations or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreementconditions.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date of the following conditions: (a) The limited partners of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership Company shall have voted to approve, at a special meeting of obtained the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated herebyCompany Stockholders' Approval; (b) The Investors who own more than 50 percent of the Units owned by all Investors present in person or by proxy at the Special Meeting AGE shall have voted to approve this Agreement, obtained the Merger and the transactions contemplated herebyAGE Stockholders' Approval; (c) The Fairness Opinion shall not have been withdrawn In a private transaction to be closed immediately prior to the Effective TimeMerger, unless a replacement opinion or opinions AGE shall have issued at least 300,000 but not more than 750,000 shares of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn;its Common Stock for $1.25 per share. (d) No provision preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any applicable law such injunction, order or decree lifted); (e) No action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger, and (f) All governmental and no judgmentthird party consents, injunction, order, or decree shall prohibit orders and approvals legally required for the consummation of the Merger and the transactions related theretocontemplated hereby (including without limitation acceptance by the respective state offices of the Merger Filings) shall have been obtained and be in effect at the Effective Time without any material limitations or conditions. (g) The holders of no more than five percent (5%) of the outstanding shares of the Company Common Stock shall have demanded appraisal for such shares in accordance with the applicable provisions of the NJBCA ; (eh) No suitWith respect to the Reincorporation of Age, actionthe holders of no more than five percent (5%) of the outstanding shares of Age Common Stock, or proceeding none of whom shall be Affiliated Stockholders, shall have been filed or otherwise be pending against demanded appraisal for such shares in accordance with the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect applicable provisions of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this AgreementUtah Business Corporation Act.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date of the following conditions: (a) The limited partners Merger shall have been approved and adopted by the requisite vote of the Partnership who own more than 50 percent holders of the Units owned by all limited partners shares of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby;Fidelity Common Stock. (b) The Investors who own more than 50 percent shares of National City Common Stock issuable in the Units owned by all Investors present in person or by proxy at the Special Meeting Merger shall have voted to approve this Agreement, been authorized for listing on the Merger and the transactions contemplated hereby;New York Stock Exchange. (c) The Fairness Opinion shall not have been withdrawn prior to the Effective TimeAll authorizations, unless a replacement opinion consents, orders or opinions approvals of, and all expirations of an investment banking firm or firms satisfactory to SWR waiting periods imposed by, any Governmental Authority (including the Transaction Committeecollectively, "Consents") to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit which are necessary for the consummation of the Merger Merger, (other than immaterial Consents, the failure to obtain of which would not have a Material Adverse Effect to, National City and the transactions related thereto; (eNational City's Subsidiaries taken as a whole or Fidelity and Fidelity Subsidiaries taken as a whole) No suit, action, or proceeding shall have been filed obtained or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings occurred and registrations withshall be in full force and effect at the Effective Time; provided, and notifications tohowever, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation that no Consent shall be deemed to have been received if it shall include any conditions or requirements which would so materially adversely impact the economic or business benefits of the transactions contemplated by this Agreement (other than so as to render inadvisable in the filing and recordation reasonable opinion of appropriate merger documents required by National City the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement Merger. (d) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been received issued by the Commission and shall be remain in full force and effect; provided, except for such filingshowever, registrationsthat prior to June 30, notifications, approvals, authorizations, and consents2007, the failure fact that a stop order has been issued and remains in effect shall not be the sole basis for termination of which this Agreement by a Party pursuant to make Sections 9.1(d) or obtain would not have a material adverse effect on 9.1(e) of this Agreement so long as the business or financial condition of a other party to this Agreementis taking, or cooperating in taking, all commercially reasonable actions to obtain the ability lifting of a party such stop order. (e) No temporary restraining order, preliminary or permanent injunction or other order by any federal or state court in the United States which prevents the consummation of the Merger shall have been issued and remain in effect; provided, however, that prior to the earlier of (i) June 30, 2007 or (ii) the time at which such injunction or order becomes final and non-appealable, the entry of any such injunction or order shall not be the sole basis for termination of this Agreement by a Party pursuant to consummate Section 9.1(d) of this Agreement so long as the transactions contemplated by this Agreementother Party is taking, or cooperating in taking, all commercially reasonable actions to cause such injunction or order to be appealed, vacated, lifted or otherwise modified to permit the Merger to become effective.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date of the following conditions: (a) The limited partners Company shall have obtained the Company Stockholders' Approval and holders of no more than the greater of (i) five percent (5%) or (ii) the maximum permitted to achieve pooling treatment, of the Partnership who own more than 50 percent aggregate outstanding shares of Company Common Stock and Preferred Stock on an as converted basis shall have perfected dissenters' rights in accordance with the provisions of Section 262(a) and (d) of the Units owned by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose DGCL (the “Special Meeting”"Shareholder Approval Condition"), this Agreement, the Merger and the transactions contemplated hereby; (b) The Investors who own more than 50 percent No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Units owned by all Investors present in person or by proxy at the Special Meeting Merger shall have voted been issued and remain in effect (each party agreeing to approve this Agreementuse its reasonable efforts to have any such injunction, the Merger order or decree lifted and the transactions contemplated herebyno governmental challenge shall have been made and be continuing); (c) The Fairness Opinion No action shall not have been withdrawn prior to taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the Effective Time, unless a replacement opinion or opinions United States which would prevent the consummation of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawnMerger; (d) No provision of any applicable law or regulation All governmental and no judgmentthird party consents, injunction, order, or decree shall prohibit orders and approvals legally required for the consummation of the Merger and the transactions related thereto;contemplated hereby (including without limitation all Required Statutory Approvals, the Lenders Consent and Required Approvals but excluding those approvals or orders contemplated by Sections 7.11 and 7.12) shall have been obtained and be in effect at the Effective Time without any material limitations or conditions; and (e) No suit, action, or proceeding shall have been filed or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties All waiting times and conditions applicable to the Merger under the HSR Act shall have made all filings expired and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreementsatisfied.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party hereto to effect consummate the Merger shall be subject to the fulfillment (satisfaction or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion writing (provided that the condition set forth in Section 3.1(bwhere permissible) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date Effective Time of each of the following conditions: (a) The limited partners This Agreement shall have been approved and adopted by the holders of a majority of the Partnership who own more than 50 percent of the Units owned then outstanding Shares, if required by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated herebyapplicable law; (b) The Investors who own more than 50 percent No statute, law, ordinance, rule or regulation shall have been enacted or promulgated by any Governmental Entity which restrains, enjoins or prohibits the consummation of the Units owned by all Investors present Merger or the other Transactions, and there shall be no judgment, order, writ, decree, award or injunction (whether temporary, preliminary or permanent) of a court of competent jurisdiction in person effect restraining, enjoining or by proxy at otherwise preventing the Special Meeting shall have voted to approve this Agreement, consummation of the Merger and or the transactions contemplated herebyother Transactions (collectively, an “Order”); (c) The Fairness Opinion Purchaser shall have accepted for payment and paid for, or caused to be accepted for payment and paid for, all Shares validly tendered and not have been properly withdrawn prior pursuant to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR Offer (including the Transaction Committee) pursuant to a similar effect has been received any “subsequent offer period” provided by the Transaction Committee and has not been withdrawn;Purchaser pursuant to this Agreement); and (d) No provision of Any waiting period (and any extension thereof) under the HSR Act or under any similar foreign antitrust or competition law applicable law or regulation and no judgment, injunction, order, or decree shall prohibit the consummation of the Merger and the transactions related thereto; (e) No suit, action, or proceeding shall have been filed or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations within any Significant Jurisdiction (and, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation in the case of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL statutes or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be regulations in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consentsSignificant Jurisdictions, the failure of which to make or obtain would not have materially and adversely affect Parent and its Subsidiaries, taken as a material adverse effect on the business or financial condition of a party to this Agreementwhole, or the ability of a party reasonably would be expected to this Agreement to consummate the transactions contemplated by this Agreementresult in criminal liability) shall have expired or terminated, or, where applicable, approval under such laws shall have been obtained.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(bwriting if permissible under applicable Law) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date Effective Time of the following conditions: (a) The limited partners This Agreement shall have been approved by the requisite affirmative vote of the Partnership who own more than 50 percent holders of shares of Company Common Stock present and voting at the Units owned by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose Company Stockholders’ Meeting in accordance with applicable Law (the “Special MeetingCompany Stockholders’ Approval”), this Agreement, the Merger and the transactions contemplated hereby;. (b) The Investors who own more than 50 percent shares of Parent Common Stock to be issued to the holders of Company Common Stock upon consummation of the Units owned by all Investors present in person or by proxy at the Special Meeting Merger shall have voted been authorized for listing on NASDAQ, subject to approve this Agreement, the Merger and the transactions contemplated hereby;official notice of issuance. (c) The Fairness Opinion Form S-4 shall not have become effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been withdrawn prior to the Effective Time, unless a replacement opinion issued and no proceedings for that purpose shall have been initiated or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received threatened by the Transaction Committee and has not been withdrawn;SEC. (d) No provision The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. (e) All other material approvals, authorizations, orders, declarations, filings with, and consents of any applicable law Governmental Authority required to consummate the Merger shall have been obtained and shall remain in full force and effect and all statutory waiting periods relating to such approvals, authorizations, orders, declarations, filings with and consents shall have expired or been terminated. (f) No statute, rule, executive order or regulation and no judgmentshall have been enacted, injunctionissued, order, enforced or decree shall promulgated by any Governmental Authority which prohibits or is reasonably likely to prohibit the consummation of the Merger Merger, and the transactions related thereto; (e) No suit, actionthere shall be no order or injunction of a court of competent jurisdiction in effect preventing, or proceeding shall have been filed or otherwise be pending against the parties which is reasonably likely to this Agreement or any officerprevent, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than Merger; provided, however, that the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement parties hereto shall have been received and shall used reasonable efforts to cause any such order or injunction, ruling or action to be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, vacated or lifted or to ameliorate the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreementeffects thereof.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date Effective Time of the following conditions: (a) The limited partners Merger shall have been approved and adopted by the requisite vote of the Partnership who own more than 50 percent holders of Crestar Common Stock and the issuance of SunTrust Common Stock shall have been approved by the requisite vote of the Units owned by all limited partners holders of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby;SunTrust Common Stock. (b) The Investors who own more than 50 percent of SunTrust Common Stock issuable in the Units owned by all Investors present in person or by proxy at the Special Meeting Merger shall have voted to approve this Agreementbeen authorized for listing on the New York Stock Exchange, the Merger and the transactions contemplated hereby;upon official notice of issuance. (c) The Fairness Opinion shall not have been withdrawn prior to the Effective TimeAll authorizations, unless a replacement opinion consents, orders or opinions approvals of, and all expirations of an investment banking firm or firms satisfactory to SWR waiting periods imposed by, any Governmental Entity (including the Transaction Committeecollectively, "Consents") to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit which are necessary for the consummation of the Merger (other than immaterial Consents, the failure to obtain which would not be materially adverse to the combined businesses of SunTrust, Crestar, SunTrust's subsidiaries and the transactions related thereto; (eCrestar Subsidiaries taken as a whole) No suit, action, or proceeding shall have been filed obtained or otherwise shall have occurred and shall be pending against in full force and effect at the parties to this Agreement or any officerEffective Time; provided, memberhowever, or affiliate of such parties challenging the legality or any aspect that none of the Merger or the transactions related thereto; and (f) The parties to the Merger preceding Consents shall be deemed obtained if it shall have made all filings imposed any condition or requirement which would so materially and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation adversely impact the economic or business benefits to SunTrust or Crestar of the transactions contemplated by this Agreement that, had such condition or requirement been known, such party would not, in its reasonable judgment, have entered into this Agreement. (other than d) The Registration Statement shall have become effective in accordance with the filing and recordation provisions of appropriate merger documents required the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the DGCL Commission and remain in effect. (e) SunTrust and Crestar shall have received a letter, dated the date of the Closing, from Xxxxxx Xxxxxxxx LLP or the DRULPA)its successor, SunTrust's independent accountants, and all approvals and authorizations and consents of all third partiesKPMG Peat Marwick LLP or its successor, includingCrestar's independent accountants, without limitationeach to the effect that, lenders and all regulatory authoritiesfor financial reporting purposes, required the Merger qualifies for pooling-of-interests accounting treatment under generally accepted accounting principles if consummated in accordance with this Agreement. (f) No temporary restraining order, preliminary or permanent injunction or other order by any federal or state court in the United States which prevents the consummation of the transactions contemplated by this Agreement Merger shall have been received issued and remain in effect. (g) King & Spalding, counsel to SunTrust, shall be in full force have delivered to SunTrust their opinion, dated on or about the date that is two business days prior to the date the Proxy Statement is first mailed to the shareholders of Crestar and effect, except for such filings, registrations, notifications, approvals, authorizationsthe shareholders of SunTrust, and consentsreaffirmed as of 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 at such time, the failure Merger will be treated for federal income tax purposes as a reorganization within the meaning of which Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Crestar, SunTrust, and others, reasonably satisfactory in form and substance to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreementsuch counsel.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party Party hereto to effect the Merger shall be are subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on satisfaction at or prior to the Closing Date Effective Time of the following conditions, unless waived in writing by all Parties: (a) The limited partners of 6.1.1 this Agreement and the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership Merger shall have voted to approve, at a special meeting of been approved and adopted by the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated herebyCompany Requisite Vote; (b) The Investors who own more than 50 percent of the Units owned by all Investors present in person 6.1.2 no statute, rule, regulation, executive order, decree, ruling, Applicable Law, Order or by proxy at the Special Meeting injunction shall have voted to approve this Agreementbeen enacted, the Merger and the transactions contemplated hereby; (c) The Fairness Opinion shall not have been withdrawn prior to the Effective Timeentered, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, orderpromulgated, or decree shall prohibit enforced and remain in effect by any United States federal or state, Israeli or foreign court or United States or Israeli or foreign Governmental Entity that prohibits, restrains, enjoins, or materially restricts the consummation of the Merger and the transactions related theretoMerger; (e) No suit, action6.1.3 all Consents of, or proceeding declarations or filings with, and all expirations or early terminations of waiting periods required from, any Governmental Entity under Applicable Laws, that are listed on Schedule ‎6.1.3 shall have been filed filed, have occurred or otherwise be pending against the parties to this Agreement or any officerbeen obtained (all such Permits, memberapprovals, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, consents and notifications to, the lapse of all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of such waiting periods set forth on Schedule ‎6.1.3 being referred to as the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA“Requisite Regulatory Approvals”), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and such Requisite Regulatory Approvals shall be in full force and effect; 6.1.4 the Form S-4 shall have become effective under the Securities Act, except for shall not be the subject of any stop order or proceedings by the SEC seeking a stop order; 6.1.5 at least fifty (50) days shall have elapsed after the filing of the Merger Proposal with the Companies Registrar and at least thirty (30) days shall have elapsed after the Company Shareholder Requisite Vote and by the sole shareholder of Merger Sub; 6.1.6 the Parties shall have obtained the consents and approvals from third parties set forth on Schedule ‎‎6.1.6; 6.1.7 Company or the Parent (as the case may be) shall have obtained the (i) ISA Exemption, or, (ii) to the extent that such filingsno ISA Exemption has been obtained, registrations, notifications, approvals, authorizations(A) a Dual Listing Permit or an Israel Prospectus Permit shall have been obtained and the Israel Prospectus shall have been filed, and consents, (B) the failure of which to make or obtain would not ISA Options Exemption shall have a material adverse effect been obtained; and 6.1.8 the Parent Common Stock shall be approved for listing on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this AgreementNASDAQ.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be Contemplated Transactions are subject to the fulfillment (at or waiver prior to the Closing of each of the following conditions, any or all of which may be waived in writing in whole or in part by the intended beneficiary thereofparty being benefited thereby, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on or prior to the Closing Date of the following conditionsextent permitted by applicable Law: (a) The limited partners Parent, Merger Sub, the Company and the Shareholders shall have timely obtained from each Governmental Entity all authorizations, approvals, licenses, permits, waivers and consents necessary for consummation of any of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby;Contemplated Transactions. (b) The Investors who own more than 50 percent There shall not be in effect any Law of any Governmental Entity of competent jurisdiction restraining, enjoining, making illegal or otherwise preventing or prohibiting consummation of any of the Units owned by all Investors present in person Contemplated Transactions, or by proxy at imposing any limitation on the Special Meeting operation or conduct of the business of the Company or any of the Subsidiaries after the Closing, and no Governmental Entity shall have voted instituted or threatened to approve this Agreement, the Merger and the transactions contemplated hereby;institute any proceeding seeking any such Law. (c) The Fairness Opinion shall not have been withdrawn prior to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit the consummation of the Merger and the transactions related thereto; (e) No suit, action, suit or proceeding shall have been filed instituted or otherwise be pending threatened against any of the parties hereto seeking to this Agreement restrain, materially delay or any officer, memberprohibit, or affiliate to obtain substantial damages or other injunctive or other equitable relief with respect to, the consummation of such parties challenging the legality or any aspect of the Merger or Contemplated Transactions, except as set forth in Section 8.1(c) of the transactions Company Disclosure Schedule. (d) The Parent Stockholder Approval Matter shall have been approved by the stockholders of Parent. (e) The Company’s workers representatives and employees shall have been informed of the Contemplated Transactions and any related thereto; andwaiting periods shall have expired. (f) The parties to filings and formalities required under the relevant provisions of the French Commercial Code for the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement to become effective shall have been received duly accomplished and any related waiting periods shall have expired. (g) The shareholders’ meetings of the Company and of Merger Sub shall have been convened and shall have resolved, in accordance with the relevant provisions of the French Commercial Code, that the Merger be approved under the terms set forth in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate and that the transactions contemplated by this AgreementMerger be effective as at the Effective Time.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party Integra and Sub, on the one hand, and Prairie, on the other hand, to effect consummate the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on at or prior to the Closing Date of the following conditions: (a) The limited partners of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership Prairie Proposals shall have voted to approve, at a special meeting of been approved and adopted by the Partnership held for that purpose Required Prairie Vote. (the “Special Meeting”), this Agreement, b) The Integra Common Stock issuable in the Merger and the transactions contemplated hereby; (b) The Investors who own more than 50 percent of the Units owned by all Investors present in person or by proxy at the Special Meeting hereby shall have voted to approve this Agreement, been authorized for listing on the Merger and the transactions contemplated hereby;Nasdaq Global Market. (c) The Fairness Opinion shall not have been withdrawn prior to the Effective TimeAll Consents, unless a replacement opinion or opinions and all expirations of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of waiting periods imposed by, any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit Governmental Entity which are necessary for the consummation of the Merger and the transactions related thereto; Bank Merger (eother than immaterial Consents, the failure of which to obtain would not be materially adverse to Integra and Integra’s subsidiaries or Prairie and the Prairie Subsidiaries taken as a whole) No suit, action, or proceeding shall have been filed obtained or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings occurred and registrations withshall be in full force and effect at the Effective Time; provided, and notifications tohowever, all third partiesthat no such Consent, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation shall be deemed to have been received if it shall include any conditions or requirements which would so materially adversely impact the economic or business benefits of the transactions contemplated by this Agreement (other than so as to render inadvisable in the filing and recordation reasonable opinion of appropriate merger documents required by Integra the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement Merger. (d) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been received issued by the Commission and shall be remain in full force and effect. (e) No temporary restraining order, except for such filings, registrations, notifications, approvals, authorizations, and consents, preliminary or permanent injunction or other order by any federal or state court in the failure United States which prevents the consummation of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, Merger or the ability of a party to this Agreement to consummate the transactions contemplated by this AgreementBank Merger shall have been issued and remain in effect.

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 fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on satisfaction at or prior to the Closing Date Effective Time of the following conditions: (a) The limited partners this Agreement shall have been approved and adopted by the requisite vote of the Partnership who own more than 50 percent stockholder of the Units owned by all limited partners Merger Sub and a majority of the Partnership shall have voted to approve, at a special meeting stockholders of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated herebyEMEI; (b) The Investors who own more than 50 percent of the Units owned by all Investors present in person or by proxy at the Special Meeting this Agreement shall have voted to approve this Agreementbeen approved and adopted by the Board of Directors of LitFunding and Merger Sub, the Merger and the transactions contemplated herebyBoard of Directors of EMEI; (c) The Fairness Opinion no statute, rule, regulation, executive order, decree, ruling or injunction shall not have been withdrawn prior to enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the Effective Time, unless a replacement opinion or opinions consummation of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawnMerger; (d) No provision of any waiting period applicable law or regulation and no judgment, injunction, order, or decree shall prohibit the consummation of 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 related thereto;contemplated hereby shall have been either filed or received; and (e) No suitthe Party’s shall have entered into a Management Agreement, actionconcurrent with Closing, wherein the following terms and conditions shall be included: 1. EMEI will pay LitFunding a management fee of $200,000 to assist EMEI with in the potential “Spin-Off” of EMEI to the stockholders of LitFunding, ($50,000 of which receipt is acknowledged herein in the form of a promissory note); 2. EMEI shall make, at its sole discretion, the election to be spun off from LitFunding at any time from the date of Closing; 3. The election to be spun off shall be made by a majority of the holders of the LitFunding preferred stock received in this Merger; 4. EMEI shall provide LitFunding 30 days prior notice of its intention to be spun off from LitFunding; 5. Upon the election by the majority holders of the preferred stock received in this Merger, the LitFunding stockholders at the record time to be established, shall receive 15% of the EMEI shares at the time of the spin off, and the preferred shareholders, of the preferred shares issued in this Merger, shall receive 85% of such shares of EMEI; 6. In the event of the spin off of EMEI, any funds advanced by LitFunding to EMEI, or proceeding on its behalf, shall have been filed or otherwise be pending against repaid pursuant to the parties to this Agreement or any officerterms of a 12 month promissory note, memberwith interest accruing at 8% per annum, or affiliate of such parties challenging commencing from the legality or any aspect date of the Merger or the transactions related theretoactual spin off; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreement.