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

Conditions to Each Party’s Obligations. The respective obligation of each party to consummate the transactions contemplated herein is subject to the satisfaction at or prior to the Closing of the following conditions precedent: (a) No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closing.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party at the Closing to consummate effect the transactions contemplated herein is Transactions will be subject to the satisfaction at or prior to the Closing of the following conditions precedent:(each of which shall be determined and may be relied upon on an independent basis): (a) No statute, rule or regulation shall the Clearwire Stockholder Approval will have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts obtained in accordance with the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailingDGCL and Nasdaq rules; (b) There shall not be in effect any judgmentthe Registration Statement will have become effective under the Securities Act, order, injunction or decree of any court of competent jurisdiction enjoining and no stop order suspending the consummation effectiveness of the transactions contemplated herebyRegistration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) There shall not be any suit, action, no applicable Law will prohibit or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent the consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailTransactions; (d) Any the expiration or termination of the waiting periods, including any extension thereof, period applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, consummation of the Transactions under the HSR Act, shall have expired the expiration or been terminated and all other material governmental authorizations or approvals required in connection with termination of any mandatory waiting period applicable to the transactions contemplated by this AgreementTransactions under any applicable foreign antitrust Laws, including but not limited toand, if applicable, the approvals set forth receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 5.3(c) hereof, shall have been obtained or given10.3(d); (e) Buyer the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall have received the Financing under the Financing Lettersan opinion from Tax Counsel, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be form and substance reasonably satisfactory to Buyerthe Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (fo) The transactions contemplated by each Clearwire shall have received written consents of the Ancillary Agreements relating Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the transfer execution and delivery of this Agreement and the consummation of the Assets by Non-U.S. Companies shall be Transactions (the “Credit Agreement Consent”) or have been consummated simultaneously with or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the ClosingClosing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to waiver by each of the Closing Parties of the following conditions precedentconditions: (a) No statute, rule or regulation this Agreement and the Merger shall have been enacted, entered, promulgated or enforced adopted by any court or governmental authority that prohibits or restricts the consummation requisite vote under applicable law of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have a reasonable chance been approved by the requisite vote under the rules and regulations of prevailingthe NNM by the stockholders of Parent (if necessary); (b) There the SEC shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining have declared the consummation S-4 Registration Statement effective; no stop order suspending the effectiveness of the transactions contemplated herebyS-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) There shall not be no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any suit, action, court or other proceeding pending by any governmental authority Governmental Entity of competent jurisdiction or administrative agency other legal restraint or commission that seeks to enjoin or otherwise prevent prohibition preventing the consummation of the transactions contemplated hereby other than suitsMerger or making the Merger illegal (collectively, actions or proceedings "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that are unlikely each of the Parties shall have used reasonable efforts to prevailprevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) Any the waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, period(s) under the HSR ActAct and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or giventerminated; (e) Buyer the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters been authorized for listing on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; andNNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by each of any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Ancillary Agreements relating to Company or the transfer of Parent at or after the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingEffective Time.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to the Closing of the following conditions precedentconditions: (a) No statute, rule or regulation the Company shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts obtained (and shall have provided copies thereof to the consummation Parent) the written consents of (i) all of the transactions contemplated herebymembers of its Board of Directors, (ii) a majority of the issued and outstanding shares of Company Common Stock and Company Preferred Stock (on an as-converted to Company Common Stock basis), and (iii) sixty-six and two-thirds (66 2/3%) of the issued and outstanding shares of Company Preferred Stock (on an as-converted to Company Common Stock basis), voting together as a single class, to approve the execution, delivery and performance by the Company of this Agreement and the other than suitsTransaction Documentation to which the Company is a party, actions or proceedings that are unlikely in form and substance reasonably satisfactory to have a reasonable chance of prevailingthe Parent; (b) There the Parent, Split-Off Subsidiary and the Split-Off Purchaser shall not have executed and delivered the Split-Off Agreement and a General Release Agreement, and all other documents anticipated by such agreements, and the Split-Off shall be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining effective immediately prior to the consummation of the transactions contemplated herebyEffective Time; (c) There the Split-Off Purchaser shall not be any suithave surrendered to the Parent the certificates for Parent Common Stock representing the Share Contribution, actionduly endorsed to the Parent or in blank, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailwith Medallion Signature Guaranteed stock powers; (d) Any waiting periods, including any extension thereof, applicable the Parent shall have delivered to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, Split-Off Purchaser certificates representing the Shares (as defined in the Split-Off Agreement) of stock of Split-Off Subsidiary deliverable to the Split-Off Purchaser under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Split-Off Agreement, including but not limited to, duly registered in the approvals set forth in Section 5.3(c) hereof, shall have been obtained name of the Split-Off Purchaser or givenas directed by the Split-Off Purchaser; (e) Buyer the Parent and the Company shall have received completed all necessary legal due diligence to their reasonable satisfaction; (f) the Financing under employment agreements of Mxxxxxx Xxxxxx, as Chief Executive Officer, and Bxxxxx X. Makes, as Chief Financial Officer, with the Financing LettersCompany shall have been assigned to and assumed by the Parent; and (g) the closing of at least the Minimum Amount of the Private Placement Offering shall have occurred, upon or shall occur simultaneously with the Closing, on the terms and conditions set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to BuyerSubscription Agreement; and (fh) The transactions contemplated by each of the Ancillary Agreements relating individuals set forth on Exhibit D to this Agreement shall have executed and delivered to the transfer Parent an agreement substantially in the form of Exhibit E attached hereto (the Assets by Non“Lock-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingUp and No-Shorting Agreements”).

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is this Agreement shall be subject to the satisfaction at on or prior to the Initial Closing Date of the following conditions precedentconditions: (a) No statuteAll authorizations, rule consents, orders or regulation shall approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure of which to obtain or comply with would be reasonably likely to have been enacted, entered, promulgated a Material Adverse Effect on Buyer or enforced by any court the Company or governmental authority that prohibits or restricts a Material Adverse Effect on the consummation of the transactions contemplated herebyhereby shall have been filed, other than suits, actions occurred or proceedings that are unlikely to have a reasonable chance of prevailing;been obtained. (b) There shall not be in effect any judgment, No temporary restraining order, preliminary or permanent injunction or decree of other order issued by any court of competent jurisdiction enjoining or other legal or regulatory restraint or prohibition preventing the consummation of the transactions contemplated hereby; (c) There hereby or limiting or restricting Buyer's conduct or operation of the business of Buyer or the Company after the transactions contemplated hereby shall not be have been consummated, nor shall any suit, action, or other proceeding pending brought by any governmental authority or a domestic administrative agency or commission that seeks or other domestic governmental entity 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 enjoin or otherwise prevent the transactions contemplated hereby which makes the consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingillegal.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to written waiver by each of the Closing Parties of the following conditions precedentconditions: (a) No statute, rule or regulation This Agreement and the Merger shall have been enacted, entered, promulgated or enforced approved and adopted by any court or governmental authority that prohibits or restricts the consummation requisite vote under applicable law of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance stockholders of prevailingthe Company and Parent; (b) There The SEC shall not be have declared the S-4 Registration Statement effective. No stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in effect any respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties. (c) No judgment, order, injunction decree, statute, law, ordinance, rule or decree of regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction enjoining or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby; Merger or making the Merger illegal (ccollectively, “Restraints”) There shall be in effect, and there shall not be pending any suit, action, action or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent Governmental Entity preventing the consummation of the transactions contemplated hereby other than suitsMerger; provided, actions or proceedings however, that are unlikely each of the Parties shall have used reasonable efforts to prevailprevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) Any The waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, period(s) under the HSR ActAct and all applicable material foreign merger laws, if any, shall have expired or been terminated terminated; and (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement and all such other material governmental authorizations or approvals shares required to be reserved for issuance in connection with the transactions contemplated by this Agreement, Merger (including but not limited to, the approvals set forth in Section 5.3(cSubstitute Warrants) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters authorized for listing on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each NCM upon official notice of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingissuance.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the transactions contemplated herein is Closing are subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedentconditions: (a) No statuteAll consents, rule or regulation approvals and actions of, filings with and notices to any Governmental Authority necessary to permit the parties hereto to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby shall have been obtained in form and substance as contemplated by this Agreement, and shall remain in full force and effect, and any statutory waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and no such consents or approvals shall contain any conditions, restrictions or requirements which Purchaser Representative reasonably determines in good faith would, individually or in the aggregate, reduce the benefits, or increase the costs, to Purchasers of the transactions contemplated by this Agreement by $250,000 or more and for which there is no other remedy available to Purchasers hereunder as reasonably determined by Purchaser Representative (any such condition, restriction or requirement, a “Burdensome Condition”). (b) (i) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement or the Transaction Documents shall be in effect; (ii) no proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending; and, (iii) no statute, rule, regulation, order, injunction or decree shall have been proposed, enacted, entered, promulgated or enforced by any court Governmental Authority which prohibits, restricts or governmental authority that prohibits or restricts the makes illegal consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or givenTransaction Documents; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closing.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated described herein is shall be subject to the satisfaction at or prior to written waiver (where permissible) by the Closing Company, the Purchaser and the Stockholder Representative of the following conditions precedentconditions: (a) No statuteThe SEC shall have declared the Registration Statement effective, rule and no stop order suspending the effectiveness of the Registration Statement or regulation any part thereof shall have been enactedissued. (b) The Purchaser shall have held a the Purchaser Special Meeting in accordance with the Delaware General Corporation Law, enteredNasdaq Stock Market Rules and the Company’s Governing Documents, promulgated and the issuance of the Stockholder Merger Consideration shall have been submitted to the vote of the stockholders of the Purchaser at the Purchaser Special Meeting in accordance with the Proxy Statement and shall have been approved by the requisite vote of the stockholders of the Purchaser at the Special Meeting (the “Required Purchaser Stockholder Approval”). (c) The Company Stockholder’s shall have held a Company Special Meeting in accordance with the NRS and the Company’s Governing Documents, and the execution and delivery of this Agreement and each Ancillary Document to which the Company is a party or enforced bound, the performance by any court or governmental authority that prohibits or restricts the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated herebyhereby and thereby, other than suitsincluding the Merger, actions or proceedings that are unlikely to shall have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining been approved by the consummation requisite vote of the transactions contemplated hereby; holders of Company Stock (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail;“Required Company Stockholder Approval”). (d) Any waiting periods, including All Consents required to be obtained from or made with any extension thereof, applicable Governmental Authority in order to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with consummate the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;made. (e) Buyer shall have received The Consents required to be obtained from or made with any third Person (other than a Governmental Authority) in order to consummate the Financing under the Financing Letters, upon the terms transactions contemplated by this Agreement that are set forth in the Financing Letters on the date hereof Schedule 7.1(e) shall have each been obtained or under such other terms as may be reasonably satisfactory to Buyer; andmade. (f) The No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements contemplated by this Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by each this Agreement. (g) There shall not be any pending Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closing.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is this Agreement shall be subject to the satisfaction at on or prior to the Closing Date of the following conditions precedentconditions: (a) No statuteAll authorizations, rule consents, orders or regulation approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure of which to obtain or comply with would be reasonably likely to have a Material Adverse Effect on Kintera, Merger Sub or (including after the Effective Time) Involve or a material adverse effect on the likelihood of the prompt consummation of the transactions contemplated hereby shall have been enactedfiled, enteredoccurred and been obtained. (b) No temporary restraining order, promulgated preliminary or enforced permanent injunction or other order issued by any court of competent jurisdiction or governmental authority that prohibits other legal or restricts regulatory restraint or prohibition preventing the consummation of the transactions contemplated herebyhereby or limiting or restricting Merger Sub's or Kintera's conduct or operation of the Business after the transactions contemplated hereby shall have been consummated, nor shall any proceeding brought by a domestic administrative agency or commission or other than suitsdomestic governmental entity seeking any of the foregoing be pending; nor shall there be any action taken, actions or proceedings that are unlikely any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the transactions contemplated hereby which makes the consummation of the transactions contemplated hereby; (c) There shall not be hereby illegal; provided, however, that either Party may delay the Closing for up to 30 days to eliminate any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable restrictions to the transactions contemplated Closing created by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingcondition.

Conditions to Each Party’s Obligations. The respective obligation obligations -------------------------------------- of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to waiver by each of the Closing Parties of the following conditions precedentconditions: (a) No statute, rule or regulation this Agreement and the Merger shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts received the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailingRequisite Stockholder Approvals; (b) There the S-4 Registration Statement shall not be have become effective in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining accordance with the consummation provisions of the transactions contemplated herebySecurities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and remain in effect; (c) There no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "Restraints") shall be in effect, and there shall not be pending any suit, action, action or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent Governmental Entity preventing the consummation of the transactions contemplated hereby other than suitsMerger; provided, actions or proceedings however, that are unlikely each of the parties shall -------- ------- have used reasonable efforts to prevailprevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) Any the waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, period(s) under the HSR ActAct and all applicable material foreign merger laws, if any, shall have expired or been terminated expired; and all other material governmental authorizations or approvals required in connection with each of Parent and the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer Company shall have received the Financing under the Financing Lettersa written opinion from its respective tax counsel (Xxxxxx Xxxxxx & Xxxxx and Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, upon the terms set forth Professional Corporation, respectively), in the Financing Letters on the date hereof or under such other terms as may be form and substance reasonably satisfactory to Buyer; and (fthem, to the effect that the Merger will constitute a tax-free reorganization within the meaning of Section 368(a) The transactions contemplated by each of the Ancillary Agreements relating Code and such opinions shall not have been withdrawn; provided, however, that if the counsel -------- ------- to either Parent or the Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the transfer other party renders such opinion to such party. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingrendering such opinions.

Conditions to Each Party’s Obligations. The respective obligation of each party hereto to consummate the transactions contemplated herein Closing is subject to the satisfaction satisfaction, at or prior to the Closing Date, of the following conditions precedentconditions: (a) No statuteAll filings with, rule or regulation shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts notifications to and consents from Regulatory Authorities required for the consummation of the Closing shall have been made or obtained, as applicable, and any applicable waiting period under the HSR Act relating to the transactions contemplated hereby, other than suits, actions hereby shall have expired or proceedings that are unlikely to have a reasonable chance of prevailingbeen terminated; (b) There shall not be in effect No provision of any applicable law or regulation and no judgment, orderinjunction, injunction order or decree of any court of competent jurisdiction enjoining shall prohibit the consummation of the transactions contemplated herebyClosing; (c) There The Certificates of Designations shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation have been filed with the Secretary of State of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailState of Delaware in accordance with the law of the State of Delaware; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this The Registration Rights Agreement, including but not limited to, substantially in the approvals set forth in Section 5.3(c) hereofform attached as Exhibit C, shall have been obtained or given;executed and delivered by the parties thereto; and (e) Buyer The Nasdaq Stock Market shall have received been provided with a notice of issuance for shares of Common Stock initially issuable upon conversion of the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to BuyerSeries A Preferred; and (f) The No proceeding challenging the Agreements or the transactions contemplated by each of hereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies Closing shall be or have been consummated simultaneously with instituted by any Governmental Authority before any court, arbitrator or immediately prior to the Closinggovernmental body, agency or official binding on any party hereto and be pending.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to waiver by each of the Closing Parties of the following conditions precedentconditions: (a) No statute, rule or regulation This Agreement and the Merger shall have been enacted, entered, promulgated or enforced approved and adopted by any court or governmental authority that prohibits or restricts the consummation requisite vote under applicable law of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance stockholders of prevailingthe Company; (b) There The SEC shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining have declared the consummation S-4 Registration Statement effective. No stop order suspending the effectiveness of the transactions contemplated herebyS-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the parties hereto; (c) There No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "Restraints") shall be in effect, and there shall not be pending any suit, action, action or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent Governmental Entity preventing the consummation of the transactions contemplated hereby other than suitsMerger; PROVIDED, actions or proceedings HOWEVER, that are unlikely each of the parties shall have used reasonable efforts to prevailprevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) Any The waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, period(s) under the HSR ActAct and all applicable material foreign merger laws, if any, shall have expired or been terminated terminated; and (e) The Parent Shares issuable to stockholders and all other material governmental authorizations or approvals securityholders of the Company pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the transactions contemplated by this Agreement, Merger (including but not limited to, the approvals set forth in Section 5.3(cSubstitute Options and Substitute Warrants) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters authorized for listing on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each NNM upon official notice of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingissuance.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to the Closing of the following conditions precedentconditions: (a) No statute, rule or regulation this Agreement and the Merger shall have been enacted, entered, promulgated or enforced received the Requisite Raptor Shareholder Approval by any court or governmental authority that prohibits or restricts Raptor Shareholders and the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailingRequisite Axent Shareholder Approval by Axent Shareholders; (b) There the Registration Statement shall not be have become effective in effect any judgmentaccordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and remain in effect; (c) no temporary restraining order, preliminary or permanent injunction or decree of other order issued by any court of competent jurisdiction enjoining or other legal or regulatory restraint or prohibition preventing the consummation of the transactions contemplated hereby; (c) There Merger or limiting or restricting in a materially adverse way Axent's conduct or operation of the business of the Surviving Corporation after the Merger shall not have been issued, nor shall any proceeding brought by any Governmental Entity, seeking any of the foregoing be pending; nor shall there be any suit, actionaction taken, or other proceeding pending by any governmental authority statute, rule, regulation or administrative agency order enacted, entered, enforced or commission that seeks deemed applicable to enjoin or otherwise prevent the Merger which makes the consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailMerger illegal; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement Axent shall have received all permits and other authorizations required under applicable antitrust or trade regulation state securities laws and regulations, including, without limitation, under for the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with issuance of the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or givenMerger Shares; (e) Buyer Axent shall have received the Financing under written opinion of its counsel and Raptor shall have received the Financing Letterswritten opinion of counsel to Raptor, upon the terms set forth substantially in the Financing Letters on forms attached hereto as EXHIBITS H and I respectively, to the date hereof effect that the Merger will be treated for federal income tax purposes as either (i) a reorganization within the meaning of Sections 368(a)(i)(A) and 368(a)(2)(E) of the Code or under (ii) if the Surviving Corporation is liquidated or merged upstream into Axent after the Merger and if such other terms liquidation or merger is determined to be pursuant to the overall plan of reorganization contemplated hereby, as a tax-free reorganization within the meaning of Section 368(a)(1)(A) or 368(a)(1)(C) of the Code, depending upon whether the Surviving Corporation is merged upstream or liquidated after the Merger (in rendering such opinions counsel may be rely upon customary representations and certificates of Axent, the Transitory Subsidiary, Raptor and certain of their Shareholders, in a form reasonably satisfactory to Buyer; andsuch counsel); (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies Merger Shares shall be or have been consummated simultaneously with or immediately prior to the Closingapproved for quotation on The Nasdaq National Market upon official notice of issuance.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party hereto to consummate effect the transactions contemplated herein Transactions is subject to the satisfaction at or prior to the Closing of the following conditions precedent:as of the Closing Date. (a) No statuteaction, rule suit, or regulation proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order, or ruling would prevent the performance of this Agreement or any of the Transactions, declare unlawful the Transactions, cause such transactions to be rescinded, or materially and adversely affect the right of the Purchasers to own, operate, or control the Business or the Purchased Assets, and no judgment, decree, injunction, order, or ruling shall have been enacted, entered, promulgated entered which has or enforced by is reasonably likely to have any court or governmental authority that prohibits or restricts the consummation of the transactions contemplated herebyforegoing effects (each, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing“Restraint”); (b) There All governmental filings, authorizations, and approvals set forth in Schedule 6.7 shall not be have been duly made and obtained, and any notice periods required in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There connection therewith shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulationshave expired, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations any filings or approvals required in connection with pursuant to the transactions contemplated by this Agreement, including but not limited to, Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the approvals set forth in Section 5.3(c“HSR Act”) hereof, or the Worker Adjustment and Retraining Notification Act (the “WARN Act”); (c) The Seller Stockholder Approval shall have been obtained or givenin accordance with applicable law and the Seller Parent’s charter documents; (ed) Buyer The Registration Statement shall have received become effective in accordance with the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each provisions of the Ancillary Agreements relating to Securities Act. No stop order suspending the transfer effectiveness of the Assets Registration Statement shall have been issued by Non-U.S. Companies the SEC and remain in effect and no proceedings for such purpose shall be pending before or have been consummated simultaneously with or immediately prior to threatened by the ClosingSEC.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to effect the Merger shall be subject to the fulfillment of the following conditions: (a) this Agreement shall have been approved by (i) the requisite vote of LISB's stockholders in accordance with applicable law and regulations; and (ii) the requisite vote of AFC's stockholders in accordance with applicable law and regulations; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the transactions contemplated herein is subject to the satisfaction at or prior to the Closing of the following conditions precedent: (a) No statute, rule or regulation hereby shall have been enactedobtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and all other consents, entered, promulgated or enforced by waivers and approvals of any court or governmental authority that prohibits or restricts third parties which are necessary to permit the consummation of the transactions contemplated hereby, Merger and the other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; made except for those the failure to obtain of which would not have a Material Adverse Effect (ei) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof LISB and its Subsidiaries taken as a whole or under such other terms (ii) on AFC and its Subsidiaries taken as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each a whole. None of the Ancillary Agreements relating approvals or waivers referred to the transfer of the Assets by Non-U.S. Companies herein shall be contain any term or condition which would have been consummated simultaneously with a Material Adverse Effect on (x) LISB and its Subsidiaries taken as a whole or immediately prior to the Closing.(y) AFC and its Subsidiaries taken as a whole;

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions precedentconditions: (a) No statute, rule or regulation the following matters shall have been enactedduly approved by holders of more than 50% of Parent’s outstanding voting securities (as that term is defined in the Investment Company Act): (i) the amendment to Parent’s Organizational Documents to provide for a 1- for- 2 reverse stock split of the outstanding Parent Common Stock, entered(ii) the Reincorporation Merger Agreement and approve the Reincorporation Merger, promulgated or enforced (iii) this Agreement and the Transactions contemplated hereby, (iv) the issuance of the Stock Consideration, (v) the issuance of Buyer Common Stock for a twelve (12) month period following the Closing at price below the then current net asset value and, (vi) (ii) the entry by the Buyer into an investment advisory agreement with Princeton Investment Advisors, LLC. (b) If approval of the matters listed in Section 5.1(a) are obtained by Stockholder Consent, the Information Statement shall have been mailed to the stockholders of the Parent (in accordance with Regulation 14C of the Exchange Act) at least 20 days prior to Closing; (c) no Order issued by any court Governmental Entity or governmental authority that prohibits other law preventing or restricts making illegal the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailthis Agreement; (d) Any waiting periods, including any extension thereof, the Parent and the Partnerships shall have completed all necessary legal due diligence satisfactorily to each of them in their sole discretion; and (e) all Regulatory Approvals required by applicable law to consummate the transactions contemplated by this the Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer and shall remain in full force and effect and all statutory waiting periods required by any applicable Laws in respect thereof shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingexpired.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is by this Agreement are subject to the satisfaction fulfillment at or prior to the Closing Date of each of the following conditions precedentconditions, any or all of which may be waived in whole or in part by the Party being benefited thereby to the extent permitted by applicable Law: (a) No statute, rule or regulation The transactions contemplated by this Agreement shall have been approved and adopted by the Required Seller Vote. (i) Any applicable approvals or waiting periods required under the Antitrust Laws or foreign investment Laws of The Netherlands, the European Union or the United States shall have expired or early termination thereof shall have been granted; (ii) the approvals of the AT and the FCC shall have been received, and (iii) all other approvals or waiting periods required under any other Antitrust Law or foreign investment Law shall have been obtained or expired, except for approvals the failures of which to have been obtained and waiting periods the failures of which to have expired, do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (i) No Governmental Authority shall have enacted, enteredissued, promulgated promulgated, enforced or enforced by entered any court Law (whether temporary, preliminary or governmental authority that permanent), in any case which is in effect and which prevents or prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions by this Agreement; and (ii) no Governmental Authority shall have instituted any action or proceedings that are unlikely to have a reasonable chance of prevailing; proceeding (bwhich remains pending at what would otherwise be the Closing Date) There shall not be in effect any judgment, order, injunction or decree of before any court in The Netherlands, the European Union, the United States or any other country or before any other Governmental Authority of competent jurisdiction enjoining the seeking to enjoin, restrain or otherwise prohibit consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but except, in the case of (i) and (ii), for Laws, actions and proceedings that do not limited toand would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) All authorizations, consents or approvals set forth of a Governmental Authority (other than those specified in Section 5.3(c9.01(b) hereof, ) required in connection with the execution and delivery of this Agreement and the performance of the obligations hereunder shall have been obtained made or given; (e) Buyer shall have received the Financing under the Financing Lettersobtained, upon the terms set forth without any limitation, restriction or condition that has or would reasonably be expected to have, individually or in the Financing Letters on aggregate, a Material Adverse Effect, except for such authorizations, consents or approvals, the date hereof or under such other terms as may be reasonably satisfactory failures of which to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with made or immediately prior obtained do not and would not reasonably be expected to have, individually or in the Closingaggregate, a Material Adverse Effect.

Conditions to Each Party’s Obligations. The respective obligation of each party Party to consummate complete the transactions contemplated herein Transactions to be performed by it in connection with the Closing is subject to the satisfaction at before or prior on the Closing Date of the following conditions, any of which may be waived in whole or in part in writing by IESI-BFC on its own behalf, and by WSI on its own behalf, and which the Parties shall use their commercially reasonable efforts, as applicable, to satisfy as soon as practicable but in any event before the Outside Date: 6.1.1. The applicable waiting period under the HSR Act shall have expired or terminated, the Competition Act Approval shall have been obtained, and all other material Regulatory Approvals shall have been obtained. 6.1.2. On the Closing Date, there shall be no Law or Order prohibiting or seeking to prohibit the Closing of the following conditions precedent:Transactions and no Action by or before any Governmental Authority seeking to prohibit the Closing of the Transactions. (a) No statute, rule or regulation 6.1.3. The Registration Statement shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts declared effective and no stop order suspending the consummation effectiveness of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There Registration Statement shall not be in effect any judgment, order, injunction or decree and no proceedings for such purpose shall be pending before the SEC. 6.1.4. The common shares of any court of competent jurisdiction enjoining IESI-BFC to be issued in the consummation of Merger shall have been conditionally approved for listing on the transactions contemplated hereby; Toronto Stock Exchange (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable subject only to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws satisfaction of customary conditions) and regulations, including, without limitation, under the HSR Act, New York Stock Exchange (subject only to the occurrence of Closing and matters attendant thereto and official notice of issuance). 6.1.5. The WSI Stockholder Approval Matters shall have expired or been terminated approved at the WSI Stockholders Meeting. 6.1.6. WSI shall receive the opinion of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, counsel to WSI, in form and all other material governmental authorizations or approvals required substance reasonably satisfactory to WSI, and IESI-BFC shall receive the opinion of Torys LLP, counsel to IESI-BFC, in connection with form and substance reasonably satisfactory to IESI-BFC, each dated the transactions contemplated by this AgreementClosing Date, including but not limited torendered on the basis of facts, the approvals representations and assumptions set forth in such opinion and the certificates obtained from officers of IESI-BFC, Merger Sub and WSI, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 5.3(c368(a) hereofof the Code and (ii) WSI and IESI-BFC will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 6.1.6, Akin Gump Xxxxxxx Xxxxx & Xxxx LLP and Torys LLP shall have been obtained or given; (e) Buyer shall each have received the Financing under the Financing Letters, and may rely upon the terms set forth certificates and representations referred to in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingSection 5.21.3 hereof.

Conditions to Each Party’s Obligations. The respective obligation of each party to consummate effect the transactions contemplated herein is thereby shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions precedentconditions: (a) No statute, rule or regulation This Agreement and the transactions contemplated hereby shall have been enacted, entered, promulgated approved in the manner required by applicable law by the holders of the issued and outstanding shares of capital stock of Insynq and of Xcel. (b) No party to this Agreement shall be subject to any order or enforced by any injunction of a court or governmental authority of competent jurisdiction that prohibits or restricts the consummation of the transactions contemplated herebyby this Agreement. In the event any such order or injunction shall have been issued, other than suits, actions or proceedings that are unlikely each party agrees to use its reasonable efforts to have a reasonable chance of prevailing;any such injunction lifted or order reversed. (bc) There No material action, suit, proceeding, or investigation involving either party shall not have been initiated and be continuing, and all necessary approvals under state securities laws relating to the issuance or trading of Xcel Stock to be issued in effect connection with this transaction shall have been received. (d) All consents, authorizations, orders, and approvals of (or filings or registrations with) any governmental commission, board, or other regulatory body required in connection with the execution, delivery, and performance of this Agreement shall have been obtained or made, except for filings required to be filed after the Closing Date. (e) No action, suit, or proceeding shall be pending or threatened by or before any court or governmental body in which an unfavorable judgment, order, injunction or decree of would prevent any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings cause any such transaction to be declared unlawful or rescinded or that are unlikely could reasonably be expected to prevail;cause an Insynq Material Adverse Effect or a Material Adverse Effect. (df) Any waiting periods, including any extension thereof, applicable All documents and instruments to be delivered by the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required parties in connection with the transactions contemplated by hereby shall be in form and substance reasonably satisfactory to the parties and their respective counsel, and the parties shall have received such other documents and instruments as they may reasonably request in connection therewith. (g) Each party to this Agreement shall have completed to its satisfaction, due diligence investigation on the other, its shareholders, its business and operations, financial condition, outstanding liabilities, business prospects and other material information. (h) Each party to this Agreement shall have provided the information necessary to complete the Schedules and Exhibits to this Agreement and the Schedules and Exhibits must be completed and the information contained therein must be satisfactory to each party to this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;each such party's sole discretion. (ei) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies This Agreement shall be or have been consummated simultaneously with or immediately modified and amended to reflect changes, provisions, terms and conditions agreed upon by the parties hereto prior to the Closing. (j) None of these transactions contemplated hereby shall have been enjoined by the court or by any federal or state governmental branch, agency, commission or regulatory authority and not suit or other proceeding challenging the transactions contemplated hereby shall have been threatened or instituted and no investigative or other demand shall have been made by any federal or state governmental branch, agency, commission or regulatory authority. (k) Xcel shall continue to be listed and shall not have received any notice of impending delisting or suspension from the Nasdaq Electronic Bulletin Board.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the transactions contemplated herein is hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions precedentconditions: (a) No statute, rule or regulation That all conditions to the Closing contained in this Article VI shall have been enactedsatisfied in all material respects or waived in accordance with the terms of this Article VI and the Closing Date shall occur on or before May 31, entered1998, promulgated unless extended in accordance with the terms of this Agreement; provided, however, either the Seller or enforced by any court Guarantee may extend the Closing Date pursuant to Section 2.2 hereof for up to two consecutive 31- day periods, provided the extending party is not in breach or governmental authority that prohibits or restricts default under the consummation terms of this Agreement and the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely conditions to the Closing set forth in Article VI have a reasonable chance of prevailingnot been satisfied; (b) There shall not be in effect any judgmentThat all permits, order, injunction or decree approvals and consents of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; governmental body or agency (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired Ohio and Nebraska insurance departments) or been terminated and all other material governmental authorizations or approvals Person which are required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, Agreement shall have been obtained obtained, which approvals shall not contain conditions to which Guarantee reasonably objects, and such permits, approvals and consents shall be effective and shall not be suspended, revoked or givenstayed by action of any governmental authority or Person it being understood that in certain jurisdictions the Company may be obligated to requalify or otherwise amend its certificate of authority in connection with the change in stock ownership contemplated by this Agreements, which amendments shall not be considered conditions to the Closing; (c) That all applicable waiting periods under the HSR Act shall have expired or been terminated such that the Closing shall not violate the HSR Act; (d) That, at or prior to the Closing Date, none of the Seller, the Company or Guarantee shall be subject to any order, decree or injunction of a government regulatory agency or a court of competent jurisdiction which (i) prevents or delays any of the transactions contemplated by this Agreement or (ii) would impose any material limitation on the ability of the Company to conduct its business and operations in substantially the same form as it is presently being conducted; (e) Buyer The Seller, the Company and Guarantee shall enter into a Marketing Agreement and an Administrative Services Agreement in substantially the forms attached hereto as Exhibits A and C, respectively, the Seller and Guarantee shall have received entered into the Financing under Shareholder Agreement in substantially the Financing Lettersform of Exhibit B attached hereto, upon the terms set forth Seller shall have executed any additional documentation reasonably required by Guarantee in connection with the Financing Letters issuance of the Guarantee Stock and all existing management contracts between the Seller and the Company (including the Management Agreement) shall be terminated on the date hereof or under Closing Date without any liability to the Company as a result of such other terms as may be reasonably satisfactory to Buyer; andtermination. (f) The transactions Company and the Seller shall have received all necessary or appropriate regulatory approvals from the Ohio Director to permit payment of the dividend, which shall be treated as an extraordinary dividend for regulatory purposes and as a liquidating dividend for tax purposes, by the Company at or prior to Closing as contemplated by each of the Ancillary Agreements relating Section 5.11 in an amount equal to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closing$44,000,000.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate close the transactions contemplated herein is subject to by this Agreement are expressly conditioned upon the satisfaction at or prior to the Closing of the following conditions precedent: (a) No statuteThe approval by the applicable Governmental Authorities of (i) the transfer of, rule or regulation the new applications for, the Required Licenses and (ii) any managers, members, or officers, directors or shareholders of Buyer Group, if such approval is required (together, the “Governmental Approvals”). Buyer or its assignee shall apply for the transfer of said licenses (or otherwise apply for new licenses) and use best efforts to seek such Governmental Approvals upon the execution of this Agreement. Seller shall cooperate with Buyer Group as reasonably necessary in order to obtain such Governmental Approvals. In the event that the Governmental Approvals are not obtained by May 31, 2007, either party shall have been enactedthe right to terminate the Agreement pursuant to Section 20(b) hereof, enteredin which event all parties shall be released from any liability under this Agreement and the Xxxxxxx Money shall be refunded to Parent, promulgated net of Seller’s reasonable costs and expenses (including reasonable attorneys’ fees) incurred or enforced by any court or governmental authority that prohibits or restricts the consummation accrued as of the transactions contemplated herebydate of termination. Buyer or its assignee shall file its completed application for change of ownership of the Required Licenses as soon as possible after the Agreement Date, other than suits, actions or proceedings that are unlikely and shall use best efforts to have a reasonable chance pursue the Government Approvals of prevailing;said applications for the transfer of ownership of any Required Licenses so transferable from all appropriate licensing authorities. (b) There shall not be The execution by Buyer Group and Seller of a sublease for the Business premises substantially in effect any judgmentthe form attached hereto as Exhibit C (the “Sublease”), order, injunction or decree of any court of competent jurisdiction enjoining which will require obtaining the consummation consent of the transactions contemplated hereby;landlord as described in Section 8 below, and a lease for the adjacent parking lot substantially in the form attached hereto as Exhibit D (the “Parking Lot Lease”). The terms of the Sublease will be substantially the same as the terms and conditions of the Prime Lease (as defined in Section 8 below), and the terms of the Parking Lot Lease will, among other things, provide for an aggregate monthly rental payment of $19,750.00/month through January 31, 2010 and thereafter as described in the Parking Lot Lease. During the entire term of the Sublease and the Parking Lot Lease, Buyer Group will be responsible for all maintenance, insurance, Taxes, utilities and all other costs, charges or levies of every nature whatsoever against the leased premises related to the operation of the Business. (c) There Seller shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation have obtained the consent of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely landlord pursuant to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closing8.

Conditions to Each Party’s Obligations. The respective obligation effectiveness of each party to consummate this Agreement on the transactions contemplated herein Closing Date is subject to the satisfaction at or prior to the Closing of the following conditions precedentconditions: (a) No statuteno action, rule suit or regulation proceeding shall have been enacted, entered, promulgated be pending or enforced threatened by or before any court or governmental authority that prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any Governmental Authority wherein an unfavorable judgment, order, decree, stipulation or injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; would (ci) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with of the transactions contemplated by this Agreement, including but not limited to(ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of HSOA to own, operate or control any of the approvals assets and operations of FIBER-SEAL following the Closing, and no such judgment, order, decree, stipulation or injunction shall be in effect; (b) the Parties shall have duly executed and delivered this Agreement; (c) the delivery by HSOA of the HSOA Shares as set forth in Section 5.3(c1.2(a) hereof; (d) the execution and delivery by HSOA to AMHERST of the Note, shall have been obtained or giventhe Pledge Agreement (herein so called), and the Warrant; (e) Buyer shall have received the Financing under execution and delivery by HSOA, AMHERST and Escrow Agent of the Financing LettersEscrow Agreement, upon and the terms set forth in execution and delivery of a blank stock power for the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; andEscrow Shares; (f) The transactions contemplated the execution and delivery by each HSOA/FIBER-SEAL and Rxxx X. X'Xxxxx of an employment agreement in the form attached hereto as Exhibit E; (g) the execution and delivery by HSOA and Rxxx X. X'Xxxxx of a stock option agreement in the form attached hereto as Exhibit F; (h) the execution and delivery by HSOA, AMHERST and GRASSMERE of a Repurchase Option Agreement in the form attached hereto as Exhibit G; (i) the execution and delivery by HSOA and AMHERST of a Registration Rights Agreement in the form attached hereto as Exhibit H; (j) FIBER-SEAL shall have obtained any waiver, permit, consent, approval, or other authorization, and effected any registration, filing or notice, referred to in Section 2.6; (k) Each of the Ancillary Agreements relating Parties to this Agreement shall have performed or complied with the transfer agreements and covenants required to be performed or complied with under this Agreement as of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closing.Closing Date; (l) HSOA shall have received an Investor's Representation Statement prepared jointly by the PARTNERS in the form attached hereto as Exhibit I.

Conditions to Each Party’s Obligations. The respective Parties’ obligation of each party to consummate perform the transactions Transactions contemplated herein to be performed on or before the Closing Date is subject to the satisfaction at or prior to the Closing of each of the following conditions precedentconditions: (a) No statute, rule or regulation the Lance Stockholder Approval shall have been enactedobtained; (b) the Snyder’s Stockholder Approval shall have been obtained; (c) Lance’s de novo application for initial listing in connection with the Merger (to the extent required under NASDAQ Rule 5110(a)) shall have been approved by NASDAQ, enteredand the Lance Shares to be issued in connection with the Merger shall have been authorized for listing on the NASDAQ, promulgated subject to official notice of issuance; (d) the Form S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued and no proceedings for that purpose shall have been initiated or enforced threatened by the SEC; (e) any waiting period (and any extension thereof) applicable to the Transactions under the HSR Act shall have been terminated or shall have expired, and all other authorizations, filings and Consents required to be obtained from any Governmental Body in connection with this Agreement and the Transactions shall have been obtained, except for those, the failure of which to obtain would not (i) reasonably be expected to have a Material Adverse Effect on Lance or Snyder’s (or their respective Subsidiaries) or (ii) provide a reasonable basis to conclude that Lance or Snyder’s (or any of their respective Subsidiaries or any of their respective Affiliates, officers or directors, as applicable) would be subject to the risk of criminal liability; (f) the Parties hereto shall have obtained all consents and approvals of any Person other than a Governmental Body required to be obtained in connection with the Transactions other than such consents and approvals which, if not obtained, would not (i) prevent the performance by any court Party hereto of its obligations under this Agreement or governmental authority that prohibits or restricts the consummation of the transactions contemplated herebyhereby or (ii) reasonably be expected to have, other than suitsfollowing the Closing Date, actions individually or proceedings that are unlikely to have in the aggregate, a reasonable chance Material Adverse Effect on the business assets, liabilities, condition (financial or otherwise) or results of prevailing;operations of Lance and its Subsidiaries (including Snyder’s and its Subsidiaries), taken as a whole; and (bg) There no Order issued by any Governmental Body or other Law preventing or making illegal the consummation of this Agreement or any of the Transactions shall be in effect, and there shall not be pending or threatened in effect writing any judgmentProceeding by any Governmental Body, orderor by any other Person having a reasonable likelihood of success, injunction that seeks, directly or decree of any court of competent jurisdiction enjoining indirectly, to (i) challenge or make illegal or otherwise prohibit or materially delay the consummation of this Agreement or the transactions contemplated hereby; (c) There Transactions, or to make materially more costly the Transactions; provided, that the foregoing shall not be any suit, action, or other proceeding pending deemed to include a “second request” for information in connection with the filing made by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, Party under the HSR Act; (ii) prohibit or limit the ownership, shall have expired operation or been terminated and all other control by Lance or Snyder’s or any of their respective Subsidiaries of any material governmental authorizations portion of the business or approvals required in connection with assets of Lance or Snyder’s or any of their respective Subsidiaries, or to compel Lance or Snyder’s or any of their respective Subsidiaries to dispose of or hold separate any material portion of the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(cbusiness or assets of Lance or Snyder’s or any of their respective Subsidiaries; or (iii) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters impose limitations on the date hereof ability of Lance to acquire or under such hold, or exercise full rights of ownership of, any shares of capital stock of Snyder’s or any shares of capital stock or other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each equity or profits interests in any of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingits Subsidiaries.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to the Closing of the following conditions precedentconditions: (a) No statute, rule or regulation this Agreement and the Merger shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts received the consummation approval of at least 80% of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely votes represented by the outstanding Company Shares entitled to have a reasonable chance of prevailingvote on this Agreement and the Merger; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation completion of the transactions contemplated herebyoffer and sale of at least the Minimum Offering of the PPO; (c) There shall not be any suit, action, or other proceeding pending satisfactory completion by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation Parent and Company of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailall necessary legal due diligence; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws consummation of all required definitive instruments and regulations, agreements including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth Merger Agreement, in Section 5.3(c) hereof, shall have been obtained or givenforms acceptable to the Company and Parent; (e) Buyer the Company and Parent obtaining all necessary board, shareholder, and third party consents; (f) that there be no injunction or order in effect by any governmental authority prohibiting the Merger; (g) the Parent shall have received approved the Financing under creation of the Financing LettersSeries B Preferred Shares, and a certificate of designations, preferences and rights (in the Form attached hereto as Exhibit B) for the creation of such Series B Preferred Shares shall have been filed with the Secretary of State of Delaware, with each Series B Preferred Share: (a) automatically converting into one share of Parent common stock (on a post-Reverse Stock Split basis) upon the terms set forth occurrence of the Reverse Stock Split; (b) voting on all matters put to a vote of the holders of common stock, with each Series B Preferred Share carrying a number of votes equal to 15,463.7183 shares of common stock; provided that Series B Preferred Shares that cannot be converted into common stock solely as a result of the Blocker (as defined below), shall have no voting rights; (c) containing a blocker (the “Blocker”) preventing the automatic conversion of such Series B Preferred Shares that would cause a holder of Series B Preferred Shares to beneficially own more than 9.9% of Parent common stock; provided that such provision shall only apply to those holders of Series B Preferred Shares who expressly state in writing to Parent (which statement may not be revoked for 61 days) that they wish to be subject to the Financing Letters on Blocker; and further provided that any Series B Preferred Shares not converted as a result of this provision would (i) have the date hereof or under same liquidation rights as if the Series B Preferred Shares had converted into Parent common stock, (ii) have no voting rights and (iii) automatically convert as soon as such other terms as may be reasonably satisfactory to Buyerconversion would not violate such Blocker; and (fd) The transactions contemplated being entitled to receive an amount or value equal to 15,463.7183 times the amount or value to be received by each a holder of the Ancillary Agreements relating to the transfer one share of the Assets by Non-U.S. Companies shall be common stock upon a liquidation or have been consummated simultaneously with or immediately dissolution, prior to the ClosingReverse Stock Split; (h) Parent shall have entered into exchange agreements with the Designee pursuant to which all Series A Preferred Stock was converted into 297,468 Series B Preferred Shares; and (i) all principal of, and interest on, the Parent Debt (other than Parent Debt converted in the PPO up to the Expense Cap) shall have been exchanged for 295,945 Parent Debt Cancellation Warrants.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to waiver by each of the Closing Parties of the following conditions precedentconditions: (a) No statute, rule or regulation this Agreement and the Merger shall have been enacted, entered, promulgated or enforced approved by any court or governmental authority that prohibits or restricts the consummation stockholders of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailingCompany in accordance with the WBCA; (b) There the Registration Statements shall not be have become effective in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining accordance with the consummation provisions of the transactions contemplated herebySecurities Act, and no stop order suspending the effectiveness of the Registration Statements shall have been issued by the SEC and remain in effect; (c) There shall not be no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any suit, action, court or other proceeding pending by Governmental Entity of competent jurisdiction or other legal restraint or prohibition shall be in effect which (i) has the effect of making the consummation of the Merger or the other transaction contemplated hereby illegal, (ii) materially restricts, prevents or prohibits consummation of the Merger or any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suitsor (iii) would impair the ability of Parent to own the outstanding shares of the Surviving Corporation, actions or proceedings operate its businesses (including the businesses of the Surviving Corporation), following the Effective Time (collectively, "Restraints"); and there shall not be pending any suit, action or proceeding by any Governmental Entity or third party which would have any of the foregoing effects; provided, however, that are unlikely each of the parties shall have used their reasonable best efforts to prevailprevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) Any the waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, period(s) under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereofif applicable, shall have been obtained or givenexpired; (e) Buyer no Governmental Entity, nor any federal or state court of competent jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunctions or arbitration award or finding (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits the consummation of the Merger or any other transactions contemplated in this Agreement; (f) each of Parent and the Company shall have received the Financing under the Financing Lettersa written opinion from its respective tax counsel (PricewaterhouseCoopers LLP and Snow Beckxx Xxxuxx X.X., upon the terms set forth respectively), in the Financing Letters on the date hereof or under such other terms as may be form and substance reasonably satisfactory to Buyerthem, to the effect that the Merger will be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from Parent, the Company and Merger Sub in form and substance reasonably satisfactory to such tax counsel; (g) the Parent Shares to be issued pursuant to the Merger shall have been duly approved for trading on the NASDAQ, subject to official notice of issuance; (h) Company and Barbxxx Xxxxxx xxxll have executed an employment agreement substantially in the form of Exhibit C hereto; and (fi) The transactions contemplated by each Company and Carox Xxxxxx xxxll have executed an employment agreement substantially in the form of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingExhibit D hereto.

Conditions to Each Party’s Obligations. The respective obligation of each party to consummate effect the transactions contemplated herein is by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedentconditions: (a) No statuteall authorizations, rule consents, registrations, notices or regulation approvals required by third parties (other than Governmental Antitrust Entities) and set forth in Schedule 7.1(a) hereto shall have occurred or been enacted, entered, promulgated or enforced by obtained; (b) any court or governmental authority that prohibits or restricts waiting period (and any extension thereto) (i) applicable to the consummation of the transactions contemplated hereby, other than suits, actions by this Agreement under the HSR Act shall have expired or proceedings that are unlikely to have a reasonable chance of prevailing; been terminated and (bii) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining approval by the consummation European Commission of the transactions contemplated herebyby this Agreement shall have been obtained pursuant to the EU Merger Regulation; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any all waiting periods, including any extension thereof, periods applicable to the transactions contemplated by this Agreement or any Ancillary Agreement under any applicable other antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, competition law shall have expired or been terminated terminated, all filings required by law to be made prior to Closing by TRW or Buyer with, and all other material governmental consents, approvals and authorizations required by law to be obtained prior to Closing by TRW or approvals required by Buyer from any Governmental Antitrust Entities under any applicable foreign antitrust or competition law (collectively, “Governmental Antitrust Consents”) in connection with order to consummate the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, Agreement shall have been made or obtained (as the case may be), except where the failure for such waiting periods to expire or givento be terminated, to make such filings, or to obtain any such Governmental Antitrust Consents, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect if the transactions contemplated by this Agreement were consummated to the extent legally permissible; (d) no provision of any applicable law or regulation and no judgment, injunction (preliminary or permanent), order or decree that prohibits, makes illegal or enjoins the consummation of the transactions contemplated by this Agreement shall be in effect (each party taking any and all steps required by Section 6.3 and Section 6.4 of this Agreement), except where the applicable law or regulation or judgment, injunction, order or decree is not reasonably likely to have more than an immaterial effect on the Business if the transactions contemplated by this Agreement were consummated to the extent legally permissible; and (e) Buyer the Preliminary Transfers shall have received the Financing under the Financing Letters, upon the terms set forth been completed in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously accordance with or immediately prior to the ClosingSchedule 2.1 hereto.

Conditions to Each Party’s Obligations. The respective obligation of each party to consummate the transactions contemplated herein by this Agreement is subject to the satisfaction at satisfaction, or prior to the Closing waiver by TCCC, CCL, Enterprises and KOC Acquisition, of the following conditions precedentconditions: (a) No action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, national, state, provincial, or local jurisdiction which would be reasonably expected to: (i) prevent consummation of the purchase and sale of the KOC Shares contemplated herein; (ii) cause such purchase and sale to be rescinded following its consummation; or (iii) materially modify the terms of the purchase and sale of the KOC Shares or result in material damage or Losses (as defined below) to any party hereto as a result of the purchase and sale of the KOC Shares. The pendency of an action, suit or proceeding relating to any tender offer for shares of common stock of KOC initiated by KOC Acquisition or its affiliates will not prevent the condition set forth in this paragraph (a) from being satisfied unless such action, suit or proceeding challenges the purchase and sale of the KOC Shares contemplated herein, and such challenge could not be eliminated by a termination or withdrawal by KOC Acquisition or its affiliates of such tender offer. (b) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect. No statute, rule rule, regulation, order, injunction or regulation decree shall have been enacted, entered, promulgated or enforced by any court Governmental Authority (as hereinafter defined) which prohibits, materially restricts or governmental authority that prohibits or restricts the makes illegal consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be . As used in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited tothe term "Governmental Authority" means any national, the approvals set forth in Section 5.3(c) hereoffederal, shall have been obtained provincial, state, local, foreign or given; (e) Buyer shall have received the Financing under the Financing Lettersinternational court, upon the terms set forth in the Financing Letters on the date hereof government, department, commission, stock exchange, board, bureau, agency, official or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be regulatory, administrative or have been consummated simultaneously with or immediately prior to the Closinggovernmental authority.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein Recapitalization is subject to the satisfaction at or waiver on or prior to the Recapitalization Closing Date (as defined below) of the following conditions precedentconditions: (a) No statute, rule or regulation The consummation of the Merger and the other transactions contemplated by the Merger Agreement shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts occur concurrently with the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing;Recapitalization. (b) There The SLPH Merger shall not be in effect any judgment, order, injunction have occurred or decree of any court of competent jurisdiction enjoining shall occur concurrently with the consummation of the transactions contemplated hereby;Recapitalization. (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation All of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely outstanding Senior Notes shall have been validly tendered to prevail;the Company in accordance with the terms of this Agreement. (d) Any waiting periods, including any extension thereof, applicable to All of the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, outstanding Senior Subordinated Notes shall have been obtained validly tendered to the designated depositary through the facilities of DTC or given;to the Company in accordance with the terms of this Agreement. (e) Buyer All of the certificates representing outstanding shares of Preferred Stock held by the Preferred Stockholders shall have received been validly tendered to the Financing under the Financing Letters, upon Company in accordance with the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; andof this Agreement. (f) The transactions contemplated Common Stock Warrant Agreement Amendment shall have been executed and delivered by the Company, the Common Warrantholders and the Warrant Agent. (g) Each of the Parties hereto shall have complied in all material respects with each of the covenants and agreements contained in this Agreement to be fulfilled or performed by it on or before the Recapitalization Closing Date. (h) The representations and warranties made by each of the Ancillary Agreements relating to the transfer Parties hereto in this Agreement shall be true and correct as if made on and as of the Assets Recapitalization Closing Date. Any waiver of a condition under this Section 4.1 must be in writing and executed by Non-U.S. Companies shall the Company, the holders of not less than a majority of the outstanding Senior Subordinated Notes held by JEFCO and the holders of not less than a majority of the outstanding Senior Subordinated Notes held by Senior Subordinated Note Holders other than JEFCO. If the Recapitalization Closing occurs, each Party will be or deemed to have been consummated simultaneously waived any other Party’s failure to comply with or immediately prior the conditions to the Closingbe performed by that Party.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to effect the Merger shall be subject to the fulfillment of the following conditions, none of which may be waived: (a) this Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of Seller's stockholders in accordance with applicable law and regulations; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and all other permits, consents, waivers, clearances, approvals, authorizations of and filings with regulatory or governmental bodies and any third parties which are necessary to permit the consummation of the Merger and the other transactions contemplated hereby shall have been obtained or made. None of the approvals or waivers referred to herein is shall contain any term or condition which would have a Material Adverse Effect on (x) Seller and its Subsidiaries taken as a whole or (y) Purchaser and its Subsidiaries taken as a whole; (c) no party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the satisfaction at or prior to the Closing consummation of the following conditions precedent:Merger, the Bank Merger or any other transaction contemplated by this Agreement, and no judgment, order or decree of any court shall be in effect, and no statute or rule, and no applicable order or regulation of any governmental agency shall be in effect that would have or is reasonably likely to have a Material Adverse Effect on Seller or its Subsidiaries; and (ad) No no statute, rule rule, regulation, order injunction or regulation decree shall have been enacted, entered, promulgated promulgated, interpreted, applied or enforced by any court or governmental authority that prohibits which prohibits, restricts or restricts the makes illegal consummation of the transactions contemplated herebyMerger, the Bank Merger or any other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions transaction contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closing.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate this Agreement to effect the transactions contemplated herein is Mergers and the other Transactions shall be subject to the satisfaction or, to the extent waivable, waiver at or prior to the Closing of the following conditions precedentconditions: (a) No statuteAt the Extraordinary Meeting (including any adjournments thereof), rule or regulation the Required SPAC Shareholder Matters shall have been enactedduly adopted by the SPAC Shareholders in accordance with the Cayman Companies Act, enteredthe SPAC’s Governing Documents and the Nasdaq rules and regulations, promulgated as applicable. (b) The Company Shareholder Approval shall have been obtained in accordance with applicable law and the Governing Documents of the Company. (c) All applicable waiting periods (and any extensions thereof) under Antitrust Laws will have expired or enforced by otherwise been terminated. (d) No provision of any court applicable Legal Requirement prohibiting, enjoining, restricting or governmental authority that prohibits or restricts making illegal the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There Transactions shall not be in effect any judgmenteffect, orderand no temporary, injunction preliminary or decree of any court of competent jurisdiction enjoining permanent restraining Order enjoining, restricting or making illegal the consummation of the transactions contemplated hereby; (c) There Transactions will be in effect or shall not be any suit, action, or other proceeding pending threatened in writing by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation a Governmental Entity of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;competent jurisdiction. (e) Buyer The shareholders of SPAC shall have received voted to approve the Financing under the Financing Letters, upon the terms set forth articles of association of TopCo in the Financing Letters on form of the date hereof or Amended and Restated Articles as of immediately prior to the SPAC Merger Effective Time, if required under such other terms as may be reasonably satisfactory to Buyer; andCayman Islands law. (f) The transactions contemplated by each Registration Statement shall have become effective in accordance with the provisions of the Ancillary Agreements relating Securities Act, and shall not be subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the transfer Registration Statement. (g) The shares constituting the Merger Consideration and SPAC Merger Consideration shall be approved for listing upon the Closing on the Listing Exchange. (h) The 103K Tax Ruling (or, if sought by the Company in accordance with Section 6.05, the 104H Interim Tax Ruling) and the Israeli Option Tax Ruling shall have been obtained from the ITA and be in effect. (i) At least fifty (50) days shall have elapsed after the filing of the Assets by Non-U.S. Merger Proposal with the Companies Registrar and at least thirty (30) days shall be or have elapsed after the Company Shareholder Approval has been received. (j) The ISA Exemptions shall have been consummated simultaneously with or immediately prior to the Closingobtained.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the transactions transaction contemplated herein is by this agreement shall be subject to the satisfaction of each of the following conditions precedent at or prior to the Closing of Date except to the following conditions precedentextent that they, in their absolute discretion, waive any one or more thereof, in whole or in part, as set forth in Section 10.15: (a) No statuteThere shall not have been instituted and there shall not be pending any action or proceeding by a Governmental Entity, rule and no such action or regulation proceeding shall have been enactedthreatened by a Governmental Entity, enteredwith authority to institute such an action or proceeding, promulgated or enforced by any court or governmental authority that prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of before any court of competent jurisdiction or governmental agency or regulatory or administrative body, and no order or decree shall have been entered in any action or proceeding before such court, agency or body, (a) imposing or seeking to impose limitations on the ability of Parent or Buyer to acquire or hold or to exercise full rights of ownership of any assets or securities of Sellers; (b) imposing or seeking to impose limitations on the ability of Parent or Buyer to combine and operate the Business and assets of Sellers with any of Parent, Buyer or their Subsidiaries or other operations; (c) imposing or seeking to impose other sanctions, damages or liabilities arising out of the transaction contemplated by this agreement on Parent, Buyer or Sellers or any of their Affiliates; (d) requiring or seeking to require divestiture by Buyer of all or any material portion of the Business, assets or property of Sellers; or (e) restraining, enjoining or prohibiting or seeking to restrain, enjoin or prohibit the consummation of the transactions transaction contemplated hereby;by this agreement, which, in the case of claims (a) through (d) above, would or is reasonably likely to result in a Seller Material Adverse Effect at or prior to the Closing Date or a Buyer Material Adverse Effect at, prior to or after the Closing Date or which, with respect to clauses (a) through (e) above, would or is reasonably likely to subject them or any of their respective affiliates to substantial penalties or criminal liability; provided, however that prior to invoking this condition the party seeking in invoke it shall have used its commercially reasonable efforts to have any such action or proceeding dismissed or such order or decree vacated. (cb) There shall not All consents, waivers, approvals and authorizations required to be any suitobtained, actionand all filings or notices required to be made, or other proceeding pending by any governmental authority or administrative agency or commission that seeks Buyer, Sellers and Shareholders prior to enjoin or otherwise prevent consummation of the transactions transaction contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by in this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, agreement shall have been obtained from and made with all required Governmental Entities, except for such consents, waivers, approvals or given; (e) authorizations which the failure to obtain, or such filings or notices which the failure to make, would not have a Seller Material Adverse Effect prior to or after the Closing Date or a Buyer shall have received Material Adverse Effect after the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof Closing Date or under such other terms as may be reasonably satisfactory likely to Buyer; and (f) The transactions contemplated by each subject Sellers, Parent or Buyer or any of the Ancillary Agreements relating their respective affiliates, officers or directors to the transfer of the Assets by Non-U.S. Companies shall be substantial penalties or have been consummated simultaneously with or immediately prior to the Closingcriminal liability.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the transactions contemplated herein is Merger shall be subject to the satisfaction at on or prior to the Closing Date of each of the following conditions precedentconditions: (a) No statute, rule or regulation This Agreement and the Merger shall have been enacted, entered, promulgated approved and adopted by the affirmative vote or enforced by any court or governmental authority that prohibits or restricts the consummation consent of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have holders of at least a reasonable chance majority of prevailing;the outstanding shares of Company Common Stock. (bi) There shall not be All consents, authorizations, orders and approvals as are required under applicable state insurance holding company laws in effect any judgmentthe United States, orderand insurance change of control laws in Canada, injunction and (ii) all additional consents, authorizations, orders and approvals of (or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (cfilings or registrations with) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals regulatory body required in connection with the transactions contemplated by execution, delivery and performance of this AgreementAgreement which, including but not limited to, in the approvals set forth in Section 5.3(ccase of clause (ii) hereof, the failure to obtain would have a Material Adverse Effect on Company or a Material Adverse Effect on Merger Partner shall have been obtained and shall be in full force and effect and all statutory waiting periods in respect thereof shall have expired without the imposition of any conditions which would have, individually or given;in the aggregate, a Material Adverse Effect on Company or a Material Adverse Effect on Merger Partner. (c) Early termination shall have been granted or applicable waiting periods shall have expired under the HSR Act. (d) No governmental authority or other regulatory body (including any court of competent jurisdiction) shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making illegal, materially restricting or in any way preventing or prohibiting the Merger. (e) Buyer The Registration Statement shall have received the Financing become effective under the Financing LettersSecurities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose, upon shall be pending before or threatened by the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; andSEC. (f) The transactions contemplated by each shares of the Ancillary Agreements relating Merger Partner Common Stock to the transfer of the Assets by Non-U.S. Companies be issued pursuant to this Agreement shall be or have been consummated simultaneously with or immediately prior authorized for listing on the NYSE, subject to the Closingofficial notice of issuance.

Conditions to Each Party’s Obligations. The respective obligation of each party the parties hereto to consummate effect the transactions contemplated herein is by this Agreement shall be subject to the satisfaction fulfillment, or written waiver signed by each of the parties hereto, at or prior to the Closing Date of the following conditions precedentconditions: (a) No statute, rule or regulation This Agreement and the transactions contemplated hereby shall have been enacted, entered, promulgated approved and adopted by the affirmative vote of the shareholders of Coventry in accordance with applicable law and the Coventry Organizational Documents. (b) The Commission shall have declared the Form S-4 effective and such effectiveness shall not be the subject of any stop order or enforced by any court or governmental authority that prohibits or restricts proceedings seeking a stop order. (c) The shares of Newco Common Stock to be issued to the holders of Coventry Common Stock shall have been approved for listing on the NASDAQ NMS. (d) The waiting period applicable to the consummation of the transactions contemplated hereby, other than suits, actions Exchange and Capital Contribution under the HSR Act shall have expired or proceedings that are unlikely to have a reasonable chance of prevailing;been terminated. (be) There The applicable approvals and any applicable waiting periods under any laws, rules or regulations governing insurance and insurance companies, HMOs, PPOs, health care services plans, third party administrators or other managed health care organizations shall not be have been received, waived or terminated. (f) All other consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in effect any judgmentconnection with the execution, order, injunction or decree delivery and performance of this Agreement shall have been obtained without the imposition of any court condition or made, except for filings in connection with the Exchange and Capital Contribution and any other documents required to be filed after the Effective Time and except where the conditions imposed, individually or in the aggregate, would not result in, individually or in the aggregate, in a Coventry Material Adverse Effect, a Principal Material Adverse Effect, a Mutual Material Adverse Effect or a material adverse effect on the business, operations, properties, prospects or condition (financial or otherwise) of competent jurisdiction enjoining Newco (a "Newco Material Adverse Effect") following the consummation of the transactions contemplated hereby;Effective Time. (cg) There No action or proceeding shall not be any suit, action, have been instituted before a court or other proceeding pending governmental body by any governmental authority or administrative agency or commission that seeks public authority to enjoin restrain or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to prohibit the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired to obtain an amount of damages or been terminated and all other material governmental authorizations or approvals required relief in connection with the execution of the Agreement or the related agreements or the consummation of the Exchange and the Capital Contribution; and no governmental agency shall have given notice to any party hereto to the effect that consummation of the transactions contemplated by this Agreement, including but not limited to, Agreement would constitute a violation of any law or that it intends to commence proceedings to restrain consummation of the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;Exchange and the Capital Contribution. (eh) Buyer shall have received Each of the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory parties to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating shall have executed and delivered a counterpart signature page to each such Ancillary Agreement to the transfer of the Assets by Non-U.S. Companies other party or parties thereto and shall perform all such acts required to be performed thereby at or have been consummated simultaneously with or immediately prior to the Closing.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the Merger, the Bank Merger and any other transactions contemplated herein is by this Agreement shall be subject to the satisfaction at or prior to the Closing of the following conditions precedentconditions: (a) No this Agreement shall have been approved by the requisite vote of each of TRFC's and RBI's stockholders in accordance with applicable laws and regulations and the Amendment shall have been approved by the requisite vote of RBI's stockholders in accordance with applicable law and regulations; (b) the Requisite Regulatory Approvals and any necessary regulatory consents and waivers with respect to this Agreement and the transactions contemplated hereby shall have been obtained and shall remain in full force and effect, and all statutory waiting periods shall have expired; and all other consents, waivers and approvals of any third parties which are necessary to permit the consummation of the Merger and the other transactions contemplated hereby shall have been obtained or made except for those the failure to obtain would not have a Material Adverse Effect (i) on TRFC and its Subsidiaries taken as a whole or (ii) on RBI and its Subsidiaries taken as a whole. None of the approvals or waivers referred to herein shall contain any term or condition which would have a Material Adverse Effect on (x) TRFC and its Subsidiaries taken as a whole or (y) RBI and its Subsidiaries taken as a whole; (c) no party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, the Bank Merger or any other transactions contemplated by this Agreement; (d) no statute, rule or regulation shall have been enacted, entered, promulgated promulgated, interpreted, applied or enforced by any court or governmental authority that prohibits which prohibits, restricts or restricts the makes illegal consummation of the Merger, the Bank Merger or any other transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailingby this Agreement; (be) There the Registration Statement shall not have been declared effective by the SEC and no proceedings shall be in effect any judgment, order, injunction pending or decree of any court of competent jurisdiction enjoining threatened by the consummation SEC to suspend the effectiveness of the transactions contemplated hereby; (c) There shall not be any suit, action, Registration Statement; all required approvals by state securities or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable "blue sky" authorities with respect to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or givenobtained; (ef) Buyer RBI shall have received a letter, dated as of the Effective Date, from its independent certified public accountants, reasonably satisfactory to RBI and TRFC, to the effect that the Merger shall be qualified to be treated as a pooling-of-interests for accounting purposes by RBI; (g) RBI shall have received the Financing under the Financing Letters, upon the terms set forth letter agreement referred to in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to BuyerSection 4.11 from each affiliate of TRFC; and (fh) The transactions contemplated RBI shall have caused to be listed on the Nasdaq National Market, or on such other market on which shares of RBI Common Stock shall then be trading, subject only to official notice of issuance, the shares of RBI Common Stock to be issued by each RBI in exchange for the shares of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingTRFC Common Stock.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Acquisition are subject to the satisfaction at or prior to the Closing of the following conditions precedentconditions: (a) No statute, rule or regulation the Parties shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailingperformed their respective obligations under Section 2.11; (b) There the Parties shall not be in effect any judgment, have received approval of this Agreement and the transactions contemplated hereunder from their respective board of directors; (c) no temporary restraining order, preliminary or permanent injunction or decree of other order issued by any court of competent jurisdiction enjoining or other legal or regulatory restraint or prohibition preventing the consummation of the transactions contemplated hereby; (c) There Acquisition shall not have been issued, nor shall any proceeding brought by any Governmental Entity, seeking any of the foregoing be pending; nor shall there be any suit, actionaction taken, or other proceeding pending by any governmental authority statute, rule, regulation or administrative agency order enacted, entered, enforced or commission that seeks deemed applicable to enjoin or otherwise prevent the Acquisition which makes the consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailAcquisition illegal; (d) Any waiting periodsno proceeding in which Seller shall be a debtor, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust defendant or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired party seeking an order for its own relief or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, reorganization shall have been obtained brought or given;be pending by or against Seller under any United States or state bankruptcy or insolvency law; and (e) Buyer each Party shall have received from the Financing under Secretary of the Financing Letters, upon other Party a certificate (i) certifying that the terms set forth Charter as in the Financing Letters effect on the date hereof remains in full force and effect and has not been amended or under such other terms superseded (except to the extent required by Buyer to creating Buyer D-5 Preferred Stock), (ii) certifying that Bylaws as may be reasonably satisfactory to Buyer; and in effect on the date hereof remain in full force and effect and have not been amended or superseded, (fiii) The transactions contemplated by each certifying the resolutions of the Ancillary Agreements relating Board of Directors of each Party and, in the case of Seller, Seller’s stockholders, approving this Agreement and the Acquisition and (iv) attesting to the transfer incumbency of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to officers of the ClosingParties.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party the Company, Parent and Purchaser to consummate the transactions contemplated herein is Merger are subject to the satisfaction or, to the extent permitted by applicable law, the written waiver at or prior to the Closing Effective Time of each of the following conditions precedentconditions: (a) No statute, rule or regulation this Agreement shall have been enacted, entered, promulgated or enforced adopted and the Merger approved by any court or governmental authority that prohibits or restricts the consummation stockholders of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailingCompany; (b) There there shall not have been any action taken, or any statute, law, ordinance, rule, regulation, injunction, judgment, order or decree proposed, entered, enacted, enforced, promulgated, issued or deemed applicable to the Merger by any Governmental Entity, other than the application of the waiting period provisions of the HSR Act to the Merger, and there shall not be in effect pending any judgmentaction, ordersuit or proceeding by any Governmental Entity against Parent, injunction the Company, Purchaser or decree any of any court of competent jurisdiction enjoining the consummation their respective Subsidiaries, that is likely to (i) render Parent and/or Purchaser unable to accept for payment or pay for some or all of the transactions contemplated hereby; Shares, (cii) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks impose material limitations on the ability of Parent effectively to enjoin or otherwise prevent consummation exercise full rights of ownership of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulationsShares, including, without limitation, under the HSR Actright to vote the Shares purchased by it on all matters properly presented to the Company's stockholders, shall have expired (iii) prohibit or been terminated impose any limitations on Parent's direct or indirect ownership or operation (or that of any of its affiliates) of all or a material portion of their or the Company's businesses or assets, (iv) compel Parent or its affiliates to dispose of or hold separate any portion of the business or assets of the Company or Parent and all other their respective Subsidiaries, (v) oblige the Company, Parent or any of their respective Subsidiaries to pay material governmental authorizations or approvals required damages in connection with the transactions contemplated by this AgreementTransactions or (vi) otherwise constitute a Company Material Adverse Effect or, including but not limited toas a result of the Transactions, a Parent Material Adverse Effect; and (c) any waiting periods (and any extension thereof) under the approvals set forth in Section 5.3(c) hereof, HSR Act applicable to the Merger shall have expired and any other approval or requirements under any other applicable material Antitrust Law shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingcomplied with.

Conditions to Each Party’s Obligations. The respective obligation of each party Party to consummate proceed with the transactions contemplated herein Closing is subject to the satisfaction at or waiver by each of the Parties (subject to applicable Laws) on or prior to the Closing Date of all of the following conditions precedentconditions: (a) No statute, rule or regulation no Governmental Authority of competent jurisdiction shall have been (i) enacted, entered, issued or promulgated or enforced by any court or governmental authority Law that prohibits or restricts is in effect and has the effect of (A) making the consummation of the transactions contemplated hereby, other than suits, actions by this Agreement illegal or proceedings that are unlikely to have a reasonable chance of prevailing; (bB) There shall not be in effect any judgment, order, injunction prohibiting or decree of any court of competent jurisdiction enjoining otherwise preventing the consummation of the transactions contemplated hereby; by this Agreement or (cii) There shall not be issued or entered any suitorder (whether temporary, action, preliminary or other proceeding pending by any governmental authority or administrative agency or commission permanent) that seeks to enjoin or otherwise prevent is in effect and has the effect of (A) making the consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust illegal or trade regulation laws (B) prohibiting or otherwise preventing the consummation of the transactions contemplated by this Agreement (any of the foregoing, a “Legal Impediment”); (b) all necessary filings and regulations, including, without limitation, notifications under the HSR Act, if any, shall have been made and the waiting period referred to in the HSR Act applicable to the transaction shall have expired or been terminated and any other government approvals obtained; (c) between the Execution Date and the Closing Date, no Material Adverse Effect shall have occurred; and (d) all other material governmental authorizations or approvals required in connection with of the transactions conditions precedent to the closing of the Dropdown Transaction contemplated by this Agreementthe PSA, including but not limited to, the approvals as set forth in Section 5.3(c) hereofArticle X thereto, shall have been obtained fulfilled or given; (e) Buyer validly waived prior to, or shall have received be fulfilled at, the Financing under closing of the Financing Letters, upon Dropdown Transaction pursuant to the terms set forth in of the Financing Letters on PSA, and the date hereof or under such other terms as may be reasonably satisfactory parties to Buyer; and (f) The transactions the PSA are prepared to consummate the Dropdown Transaction contemplated by each of the Ancillary Agreements relating PSA pursuant to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated terms thereof simultaneously with or immediately prior to the Closing.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to effect the Merger shall be subject to the fulfillment of the following conditions: (a) this Agreement shall have been approved by (i) the requisite vote of LISB's stockholders in accordance with applicable law and regulations; and (ii) the requisite vote of AFC's stockholders in accordance with applicable law and regulations; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and all other consents, waivers and approvals of any third parties which are necessary to permit the consummation of the Merger and the other transactions contemplated hereby shall have been obtained or made except for those the failure to obtain of which would not have a Material Adverse Effect (i) on LISB and its Subsidiaries taken as a whole or (ii) on AFC and its Subsidiaries taken as a whole. None of the approvals or waivers referred to herein is shall contain any term or condition which would have a Material Adverse Effect on (x) LISB and its Subsidiaries taken as a whole or (y) AFC and its Subsidiaries taken as a whole; (c) no party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the satisfaction at or prior to the Closing consummation of the following conditions precedent:Merger; (ad) No no statute, rule or regulation regulation, shall have been enacted, entered, promulgated promulgated, interpreted, applied or enforced by any court or governmental authority that prohibits which prohibits, restricts or restricts the makes illegal consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailingMerger; (be) There the Registration Statement shall not have been declared effective by the SEC and no proceedings shall be in effect any judgment, order, injunction pending or decree of any court of competent jurisdiction enjoining threatened by the consummation SEC to suspend the effectiveness of the transactions contemplated hereby; (c) There shall not be any suit, action, Registration Statement; all required approvals by state securities or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable "blue sky" authorities with respect to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or givenobtained; (ef) Buyer AFC shall have received a letter, dated as of the Effective Date, from its independent certified public accountants, reasonably satisfactory to AFC and LISB, to the effect that the Merger shall be qualified to be treated as a "pooling-of-interests" for accounting purposes by AFC; (g) AFC shall have received the Financing under the Financing Letters, upon the terms set forth agreement referred to in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to BuyerSection 4.11 from each affiliate of LISB; and (fh) The transactions contemplated AFC shall have caused to be listed on the Nasdaq National Market, or on such other market on which shares of AFC Common Stock shall then be trading, subject only to official notice of issuance, the shares of AFC Common Stock to be issued by each AFC in exchange for the shares of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingLISB Common Stock.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Buyer and Sellers to consummate the transactions contemplated herein is hereunder at Closing are subject to the satisfaction at or prior to the Closing written waiver by Buyer and Sellers of the following conditions precedentconditions: (a) On the Closing Date, there shall be no injunction, writ, preliminary restraining order or other order in effect of any nature issued by a court or other Governmental Entity of competent jurisdiction directing that the transactions provided for herein not be consummated as provided herein. (b) No statute, rule action or regulation proceeding shall have been enactedinstituted and, enteredon the Closing Date, promulgated remain pending before a court or enforced by other Governmental Entity to restrain, prohibit or otherwise challenge, materially hinder or delay the sale of any portion of the Assets to Buyer or the performance of any obligations of the parties hereto (or seeking substantial damages from Buyer or Sellers as a whole as a result thereof), nor shall any court or governmental authority Governmental Entity have notified any party to this Agreement that prohibits or restricts the consummation of the transactions contemplated hereby, hereby would constitute a violation of the laws of the United States or any State thereof or the laws of the jurisdiction to which that court or other than suits, actions or Governmental Entity is subject and that it intends to commence proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining restrain the consummation of such transactions, to force divestiture if the same are consummated or to modify the terms or results of the transactions contemplated hereby;unless the court or other Governmental Entity shall have withdrawn that notice, or otherwise indicated in writing that it will not take any action, prior to what would otherwise have been the Closing Date. (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer Sellers shall have received (at Sellers’ sole cost and expense) the Financing under the Financing Letters, upon the terms set forth Collateral Release in the Financing Letters on the date hereof or under such other terms as may form agreed to herein from Wilmington Trust executed by authorized representatives of Wilmington Trust to be reasonably satisfactory delivered to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Buyer at Closing.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party of Skillsoft and Xxxxxxxxx to consummate complete the transactions contemplated herein is Merger are subject to the satisfaction at or prior to the Closing of the following conditions precedent: (aconditions: • the applicable waiting period(s) No statuteunder the HSR Act in respect of the transactions contemplated by the Skillsoft Merger Agreement shall have expired or been terminated, rule or regulation and all other government approvals specified in the Skillsoft Merger Agreement shall have been enactedobtained or, enteredif applicable, promulgated shall have expired, shall have been waived or enforced by shall have been terminated; • there shall not be any court or governmental authority that prohibits or restricts order prohibiting the consummation of the transactions contemplated herebyby the Skillsoft Merger Agreement; • Xxxxxxxxx shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after the redemption offer is completed; • the registration statement of which this joint proxy statement/prospectus forms a part shall have become effective in accordance with the provisions of the Securities Act, other than suits, actions or proceedings that are unlikely to no stop order shall have a reasonable chance of prevailing; (b) There shall not be been issued by the SEC which remains in effect any judgmentwith respect to the registration statement, order, injunction and no proceeding seeking such a stop order shall have been threatened or decree of any court of competent jurisdiction enjoining initiated by the consummation SEC which remains pending; • the approval by Xxxxxxxxx stockholders of the transactions contemplated hereby; (c) There Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal shall not be any suit, action, or other proceeding pending have been obtained; • the approval by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation Skillsoft shareholders of the transactions contemplated hereby Joint Merger Proposal, the Merger and the other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this the Skillsoft Merger Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required obtained; • the Xxxxxxxxx Class A common stock to be issued in connection with the transactions contemplated by this Agreement, including but not limited to, Merger and the approvals set forth in Section 5.3(c) hereof, PIPE Investments shall have been obtained or given; (e) Buyer approved for listing on the NYSE, subject only to official notice thereof; • the redemption offer in relation to the Public Shares shall have received the Financing under the Financing Letters, upon been completed in accordance with the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to Skillsoft Merger Agreement and this joint proxy statement/prospectus; • the transfer of Luxembourg Auditor shall have delivered the Assets by Non-U.S. Companies Auditor Report; and • the Available Cash shall be equal or have been consummated simultaneously with or immediately prior to the Closingexceed $644,000,000.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to the Closing waiver of the following conditions precedentconditions: (a) No statute, rule or regulation the Company shall have been enacted, entered, promulgated obtained (and shall have provided copies thereof to the Parent) the written consents or enforced by any court or governmental authority that prohibits or restricts the consummation approval from (i) all of the transactions contemplated herebymembers of its Board of Directors, (ii) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding Company Shares entitled to vote on this Agreement and the Merger, voting as a single class on an as-converted basis, (iii) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding Company Common Shares entitled to vote on this Agreement and the Merger and (iv) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding shares of each series of Company Preferred Shares entitled to vote on this Agreement and the Merger, in each case to approve the execution, delivery and performance by the Company of this Agreement and the other than suitsTransaction Documentation to which the Company is a party, actions or proceedings that are unlikely in form and substance reasonably satisfactory to have a reasonable chance of prevailingthe Parent; (b) There prior to the Closing, the Company and the Parent shall not be have in effect any judgmentescrow in connection with the Private Placement Offering an amount of cash that equals at least $39,000,000, order, injunction or decree and the conditions to the closing of any court of competent jurisdiction enjoining such Private Placement Offering shall have been satisfied (other than the consummation of the transactions Merger and those other conditions that, by their nature, will be satisfied at the Closing of the Private Placement Offering) and such amount of gross proceeds shall be unencumbered cash available to the Parent and the Surviving Corporation at the Effective Time (other than as expressly contemplated herebyby this Agreement); (c) There the Company shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks have provided evidence reasonably satisfactory to enjoin or otherwise prevent consummation the Parent and the Acquisition Subsidiary of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail;termination of the Company agreements set forth on Schedule 5.1(c); and (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated Registration Rights Agreement executed by this Agreement under applicable antitrust or trade regulation laws the parties thereto shall be in full force and regulations, including, without limitation, under the HSR Act, effect and shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained revoked, rescinded or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under otherwise repudiated by such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingparties.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate effect the transactions contemplated herein is Amalgamation are subject to the satisfaction fulfillment at or prior to the Closing Date of each of the following conditions precedentconditions, any or all of which may be waived in whole or in part by the Party being benefited thereby to the extent permitted by applicable Law: (a) No statute, rule or regulation The transactions contemplated by this Agreement shall have been enacted, entered, promulgated or enforced approved and adopted by any court or governmental authority that prohibits or restricts the Required Company Vote. (i) All waiting periods applicable to the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, Act shall have expired or been terminated terminated; (ii) all Required Approvals shall have been obtained from Governmental Authorities; and all (iii) a determination not to take action shall have been made by CFIUS pursuant to the filing for Exon-Xxxxxx Review called for in Section 6.03(a), or the statutory time period for such a decision shall have lapsed; in the case of each of clauses (i), (ii) and (iii), without any condition on Parent, the Company or any of their respective Subsidiaries that (A) would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or Modified Parent Material Adverse Effect or (B) Parent is not required to accept pursuant to Section 6.03(c). For purposes of this Agreement, "Required Approvals" are the affirmative approvals of Governmental Authorities referenced in subsections (ii), (iv), (v) and (vi) of Section 3.08(a) and 4.03(a). (c) All other material governmental authorizations notices reports, applications and other filings required to be made prior to the Closing by Parent or approvals required the Company or their respective Subsidiaries have been made, except for those the failure of which to submit do not have and would not reasonably be expected to have, individually or in connection with the aggregate, a Company Material Adverse Effect. (i) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of the transactions contemplated by this Agreement; and (ii) no Governmental Authority shall have instituted any action or proceeding (which remains pending at what would otherwise be the Closing Date) before any court in The Netherlands, the European Union or its Member States, the United States or any other country or before any other Governmental Authority of competent jurisdiction seeking to enjoin, restrain or otherwise prohibit consummation of the transactions contemplated by this Agreement, including but not limited toexcept, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on case of (i) and (ii), for Laws, actions and proceedings that do not and would not reasonably be expected to have, individually or in the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingaggregate, a Company Material Adverse Effect.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party the Company, Holding and Acquisition Sub to consummate the transactions contemplated herein is hereby are subject to the satisfaction at or, to the extent permitted by applicable law, the waiver on or prior to the Closing of each of the following conditions precedentconditions: (a) No statute, rule or regulation The affirmative vote of a majority of the votes represented by the shares of Company Common Stock outstanding on the record date approving the Agreement and the Merger shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts obtained at the consummation of Special Meeting (the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing“Required Company Vote”); (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; Any applicable waiting periods (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension extensions thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, ) under the HSR Act, Act shall have expired or been terminated and all other material governmental authorizations consents, approvals and actions of, filings with, and notices to, all Governmental Entities required of Holding, Acquisition Sub, the Company or approvals required any of their respective affiliates in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, hereby shall have been made, obtained or given;effected, as the case may be, except for those, the failure of which to be made, obtained or effected would not, in the aggregate, have a Company Material Adverse Effect or an Acquiror Entity Material Adverse Effect; and (ec) Buyer No judgment, injunction, order, decree, statute, law, rule or regulation shall prohibit the consummation of any of the transactions contemplated hereby. (d) The Company, the Special Committee, Acquisition Sub and, if requested by them, the lenders providing the Bridge Financing shall have received the Financing under letter referred to in Section 5.13 or Acquisition Sub shall have provided to the Financing LettersCompany, upon the terms set forth Special Committee and such lenders, if requested, from another appraisal firm a comparable letter in the Financing Letters on the date hereof or under such other terms as may be form and substance reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to Company, the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingSpecial Committee and Acquisition Sub.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party -------------------------------------- Company, Merger Partner, Media Communications and Sub to consummate effect the transactions contemplated herein is Merger shall be subject to the satisfaction at (or to the extent permitted by law, waiver) on or prior to the Closing Date of each of the following conditions precedentconditions, but subject to the provisions of Section 8.2(b) hereof: (a) No statute, rule or regulation This Agreement and the Merger shall have been enacted, entered, promulgated approved and adopted by the affirmative vote or enforced by any court or governmental authority that prohibits or restricts the consummation consent of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance holders of prevailing;at least two-thirds (2/3rds) of the outstanding shares of Company Common Stock. (b) There The FCC shall not be have granted the FCC Consent as defined in effect any judgment, order, injunction or decree Section 5.4 hereof without the imposition of any court condition materially adverse to Company, its shareholders, Merger Partner, Media Communications or Sub (or any of competent jurisdiction enjoining their affiliates) (provided that the consummation party burdened by such condition shall have the right to waive this condition precedent in respect of such adverse condition without the consent of any party not burdened by such conditions) and such FCC Consent shall have become a Final Order. "Final Order" means action of the transactions contemplated hereby; (c) There shall not be FCC which is no longer subject to reconsideration or court review under the provisions of the Communications Laws and with respect to which no timely filed request for administrative or judicial review or stay is pending and as to which the time for filing any suit, actionsuch request, or for the FCC to set aside the action on its own motion, has expired. All other proceeding pending by consents, authorizations, orders and approvals of (or filings or registration with) any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals regulatory body required in connection with the transactions contemplated by execution, delivery and performance of this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereoffailure to obtain which would prevent consummation of the Merger or have a Company Material Adverse Effect or a Material Adverse Effect on Merger Partner, shall have been obtained without the imposition of any condition having a Company Material Adverse Effect or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters a Material Adverse Effect on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingMerger Partner.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to effect the Merger shall be subject to the fulfillment of the following conditions: (a) this Agreement shall have been approved by the requisite vote of the Company's stockholders and the Parent's stockholders in accordance with applicable law; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and all other consents, waivers and approvals of any third parties which are necessary to permit the consummation of the Merger and the other transactions contemplated hereby shall have been obtained or made except for those the failure to obtain would not have a Material Adverse Effect (i) on the Company and its subsidiaries taken as a whole or (ii) on the Parent and its Subsidiaries taken as a whole. None of the approvals or waivers referred to herein is shall contain any term or condition which would have a Material Adverse Effect on (x) the Company and its Subsidiaries taken as a whole or (y) the Parent and its Subsidiaries taken as a whole; (c) no party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the satisfaction at or prior to the Closing consummation of the following conditions precedent:Merger; (ad) No no statute, rule or regulation regulation, shall have been enacted, entered, promulgated promulgated, interpreted, applied or enforced by any court or governmental authority that prohibits which prohibits, restricts or restricts the makes illegal consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailingMerger; (be) There the Registration Statement shall not have been declared effective by the SEC and no proceedings shall be in effect any judgment, order, injunction pending or decree of any court of competent jurisdiction enjoining threatened by the consummation SEC to suspend the effectiveness of the transactions contemplated hereby; (c) There shall not be any suit, action, Registration Statement; all required approvals by state securities or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable "blue sky" authorities with respect to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer obtained; and the shares of Parent Common Stock issuable pursuant to this Agreement shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters been approved for listing on the date hereof or under such other terms as may be reasonably satisfactory Nasdaq National Market, subject to Buyerofficial notice of issuance; and (f) The transactions contemplated by the Parent shall have received the agreement referred to in Section 4.12 from each affiliate of the Ancillary Agreements relating Company, and the letters from the three persons referred to in the transfer last sentence of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingSection 4.03(b).

Conditions to Each Party’s Obligations. The respective obligation of each party to consummate effect the transactions contemplated herein is hereby and by the Related Agreements shall be subject to the satisfaction fulfillment at or prior to the Merger Closing of the following conditions precedentconditions: (a) No statuteThe other party shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Merger Closing, rule or regulation and the representations and warranties of each such other party shall be true and correct in all material respects on and as of (i) the date made and (ii) the Merger Closing date with the same effect as if made on that date; and each party shall have received a certificate of an executive officer of each such party to that effect; (b) This Agreement, the Related Agreements and the transactions contemplated hereby and thereby (including any amendments to SCI's Declaration of Trust as may be required to allow consummation of such transactions) shall have been enactedapproved by the affirmative vote of the holders of a majority of the SCI Common Shares of SCI and the SCG Shareholders' Approval shall have been obtained. (c) The SCI Registration Statement and the SCG Warrant Registration Statement shall each have become effective in accordance with the provisions of the Securities Act, enteredand no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been initiated or threatened by the Commission; (d) SCI and SCG shall have received a study from Xxxxxx Xxxxxxxx LLP or another nationally recognized independent certified public accounting firm concluding that the accumulated earnings and profits for the SCG Subsidiaries as of December 31, promulgated 1996 and the projected earnings and profits of the SCG Subsidiaries for the period beginning January 1, 1997 and ending on the Merger Closing date are in the aggregate less than $5,000,000; (e) Each of SCI and SCG shall have received a favorable opinion of Xxxxx, Xxxxx & Xxxxx (substantially in the form set forth in Exhibit VIII) to the effect that the mergers described in Section 2.1 will each qualify as a reorganization within the meaning of Section 368 of the Code and that each of SCI, the SCG Subsidiaries, and the subsidiary of SCI that shall be the surviving corporation in such mergers will be a party to the reorganization within the meaning of Section 368(b) of the Code; (f) SCI and SCG shall have received (i) an opinion from Xxxxx, Xxxxx & Xxxxx (substantially in the form set forth in Exhibit VIII) that the performance of this Agreement will not jeopardize the status of SCI as a "real estate investment trust" under the Code or enforced (ii) a favorable ruling from the Internal Revenue Service to the effect that the Warrant Issuance will be respected for federal income tax purposes as a direct issuance of the SCG Warrants by SCG to the shareholders of SCI and an opinion from Xxxxx, Xxxxx & Xxxxx (substantially in the form set forth in Exhibit VIII hereto) that the performance of this Agreement will not jeopardize the status of SCI as a "real estate investment trust" under the Code; (g) No preliminary or permanent injunction or other order or decree by any federal or state court or governmental authority that prohibits or restricts which prevents the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely by this Agreement and the Related Agreements shall have been issued and remain in effect (each party agreeing to use its best efforts to have a reasonable chance of prevailingany such injunction, order or decree lifted); (bh) There shall not be in effect any judgmentAll governmental consents, order, injunction or decree of any court of competent jurisdiction enjoining orders and approvals legally required for the consummation of the transactions contemplated hereby; by this Agreement and the Related Agreements shall have been obtained and be in effect at the Merger Closing (c) There shall not be any suitincluding SCI Required Statutory Approvals and SCG Required Statutory Approvals), actionand all consents, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent orders and approvals legally required for the consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, Related Agreements shall have expired or been terminated and obtained; (i) Each of the parties shall have acquired all other material governmental authorizations or approvals consents required in connection with from third parties necessary to consummate the transactions contemplated by this Agreement, including but not limited to, the approvals ; (j) All agreements set forth in Section 5.3(c) hereof, on Schedule 7.1 shall have been obtained or given; (e) Buyer shall have received terminated effective as of the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to BuyerClosing; and (fk) The transactions contemplated by SCG shall have forgiven all indebtedness owing to it from each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingSCG Subsidiary.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to waiver by each of the Closing Parties of the following conditions precedentconditions: (a) No statute, rule or regulation this Agreement and the Merger shall have been enacted, entered, promulgated or enforced adopted by any court or governmental authority that prohibits or restricts the consummation requisite vote under applicable law of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have a reasonable chance been approved by the requisite vote under the rules and regulations of prevailingthe NNM by the stockholders of Parent (if necessary); (b) There the SEC shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining have declared the consummation S-4 Registration Statement effective; no stop order suspending the effectiveness of the transactions contemplated herebyS-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) There shall not be no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any suit, action, court or other proceeding pending by any governmental authority Governmental Entity of competent jurisdiction or administrative agency other legal restraint or commission that seeks to enjoin or otherwise prevent prohibition preventing the consummation of the transactions contemplated hereby other than suitsMerger or making the Merger illegal (collectively, actions or proceedings that are unlikely to prevail"Restraints") shall be in effect; (d) Any the waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, period(s) under the HSR ActAct and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or giventerminated; (e) Buyer the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have received been authorized for listing on the Financing under NNM upon official notice of issuance; and, if the Financing LettersClosing occurs after December 31, upon 2001 and the terms Parent does not then satisfy the maintenance criteria (qualitative and otherwise) of the NNM (or any other requirements set forth in a letter from the Financing Letters on NNM to Parent regarding the date hereof or under such other terms as may be reasonably satisfactory to Buyer; andpossible delisting of the Parent Shares), there shall 55 59 then remain at least forty-five (45) calendar days before a Final Delisting Date, if any; (f) The Company shall have received a written opinion from its tax counsel (Hill & Barxxx), and, if a Parent Stockholder Meeting was held, the Parent shall have received a written opinion from its tax counsel (Belx, Xxxx & Lloxx XXC), each in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinion shall not have been withdrawn; provided, however, that if the counsel to the Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to the Company if counsel for the Parent renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company, the Surviving Corporation or the Parent and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company, the Surviving Corporation or the Parent; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by each of any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Ancillary Agreements relating to Company, the transfer of Surviving Corporation or the Assets by Non-U.S. Companies shall be Parent at or have been consummated simultaneously with or immediately prior to after the ClosingEffective Time.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the transactions transaction contemplated herein is by this agreement shall be subject to the satisfaction of each of the following conditions precedent at or prior to the Closing of Date except to the following conditions precedentextent that they, in their absolute discretion, waive any one or more thereof, in whole or in part, as set forth in Section 10.15: (a) No statuteThere shall not have been instituted and there shall not be pending any action or proceeding by a Governmental Entity, rule and no such action or regulation proceeding shall have been enactedthreatened by a Governmental Entity, enteredwith authority to institute such an action or proceeding, promulgated or enforced by any court or governmental authority that prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of before any court of competent jurisdiction or governmental agency or regulatory or administrative body, and no order or decree shall have been entered in any action or proceeding before such court, agency or body, (a) imposing or seeking to impose limitations on the ability of Parent or Buyer to acquire or hold or to exercise full rights of ownership of any assets or securities of Seller; (b) imposing or seeking to impose limitations on the ability of Parent or Buyer to combine and operate the Business and Assets of Seller with any of Parent, Buyer or their Subsidiaries or other operations; (c) imposing or seeking to impose other sanctions, damages or liabilities arising out of the transaction contemplated by this agreement on Parent, Buyer or Seller or any of their Affiliates; (d) requiring or seeking to require divestiture by Buyer of all or any material portion of the Business, assets or property of Seller; or (e) restraining, enjoining or prohibiting or seeking to restrain, enjoin or prohibit the consummation of the transactions transaction contemplated hereby;by this agreement, which, in the case of claims (a) through (d) above, would or is reasonably likely to result in a Seller Material Adverse Effect at or prior to the Closing Date or a Buyer Material Adverse Effect at, prior to or after the Closing Date or which, with respect to clauses (a) through (e) above, would or is reasonably likely to subject them or any of their respective affiliates to substantial penalties or criminal liability; provided, however that prior to invoking this condition the party seeking in invoke it shall have used its commercially reasonable efforts to have any such action or proceeding dismissed or such order or decree vacated. (cb) There shall not All consents, waivers, approvals and authorizations required to be any suitobtained, actionand all filings or notices required to be made, or other proceeding pending by any governmental authority or administrative agency or commission that seeks Buyer, Seller and Shareholder prior to enjoin or otherwise prevent consummation of the transactions transaction contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by in this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, agreement shall have been obtained from and made with all required Governmental Entities, except for such consents, waivers, approvals or given; (e) authorizations which the failure to obtain, or such filings or notices which the failure to make, would not have a Seller Material Adverse Effect prior to or after the Closing Date or a Buyer shall have received Material Adverse Effect after the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof Closing Date or under such other terms as may be reasonably satisfactory likely to Buyer; and (f) The transactions contemplated by each subject Seller, Shareholder, Parent or Buyer or any of the Ancillary Agreements relating their respective affiliates, officers or directors to the transfer of the Assets by Non-U.S. Companies shall be substantial penalties or have been consummated simultaneously with or immediately prior to the Closingcriminal liability.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate effect the transactions contemplated herein is Transaction are subject to the satisfaction fulfillment at or prior to the Closing Date of each of the following conditions precedentconditions, any or all of which may be waived in whole or in part by the Party being benefited thereby to the extent permitted by applicable Law: (a) No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to The Bermuda Amalgamation Agreement and the transactions contemplated by this Agreement under applicable antitrust shall have been approved and adopted by the Required Company Vote. (b) All authorizations, consents, Orders or trade regulation laws Permits of, or filings with, and regulationsthe expirations of waiting periods required from, includingany Governmental Authority set forth in Section 3.07(a) (other than clause (vii) thereof) and Section 4.03(a), including without limitation, under limitation the HSR ActRequisite Insurance Regulatory Approvals, shall have expired been filed, have occurred or been terminated obtained (all such authorizations, consents, Orders, Permits or filings, 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. (c) All other material governmental authorizations notices, reports, applications and other filings required to be made prior to the Closing by Parent or approvals required the Company or their respective Subsidiaries shall have been made, except for those the failure of which to make or submit would not, individually or in connection with the aggregate, reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect. (i) No Governmental Authority shall have enacted, issued, promulgated or enforced any Law or Order (whether on a temporary, preliminary or permanent basis), in any case which is in effect and which prevents or prohibits consummation of the transactions contemplated by this Agreement; and (ii) no Person shall have instituted any Action (which remains pending at what would otherwise be the Closing Date) before any court in Bermuda, the United States, any state thereof, or any other country or before any other Governmental Authority of competent jurisdiction seeking to enjoin, restrain or otherwise prohibit consummation of the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth except in the Financing Letters on case of this clause (ii) for Actions that do not and would not, individually or in the date hereof aggregate, reasonably be expected to have a Company Material Adverse Effect or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closinga Parent Material Adverse Effect.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate the transactions contemplated herein is subject to the satisfaction at or prior to the Closing of the following conditions precedent: (a) No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited tounless waived by the other parties hereto, shall be subject to the approvals set forth in Section 5.3(cfulfillment on or prior to the Closing Date of the following conditions: (a) hereofNo order, writ, injunction or decree shall have been obtained entered and be in effect that restrains, enjoins or given;invalidates, or otherwise materially adversely affects the transactions contemplated by this Agreement, and no action, suit or other proceeding shall be pending or threatened that has a reasonable likelihood of resulting in any such order, writ, injunction or decree. (eb) The Bankruptcy Court shall enter the Orders reasonably acceptable to Buyer approving the transactions contemplated hereby and the terms and conditions of this Agreement, finding that (i) notice of the hearing concerning approval of the transactions contemplated hereunder was given to all holders of Claims, Liens and Interests in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure and constitutes such notice as is appropriate under the particular circumstances under the Bankruptcy Code and in accordance with any other applicable Law, and (ii) the Sellers have the legal right and capacity to convey all the respective right, title and interest of the Sellers in and to the Assets and that Buyer is a good faith Buyer entitled to the protections afforded by Bankruptcy Code Section 363(m) providing for the sale of the Assets free and clear of all Liens, Claims and Interests, other than the Assumed Liabilities and any other liabilities assumed by Buyer under this Agreement, with such Liens, Claims and Interests to attach to the consideration to be received by the Sellers in the same priority and subject to the same defenses and avoidability, if any, as before the Closing, or satisfied in full at Closing. In addition, Sellers shall use their best efforts to give notices by publication at the expense of Buyer in such newspapers of general circulation, and in such form as specified by Buyer to the Sellers in writing by no later than 5:00 p.m. Houston, Texas time on July 20, 2004, of the hearing before the Bankruptcy Court concerning approval of the transactions contemplated by this Agreement. (c) The Bankruptcy Court shall have received entered the Financing under Orders and any other orders required to be entered by the Financing Letters, upon Bankruptcy Court with respect to this Agreement and the terms set forth transactions contemplated hereby. All such orders (other than the Cooperheat Confirmation Order and IISI Confirmation Order) shall have been in the Financing Letters on the date hereof or under such other terms as may be form and substance reasonably satisfactory to Buyer; andthe parties thereto. (fd) The waiting period under the HSR Act shall have expired or terminated, and any other applicable competition, merger, control, antitrust Law or similar Law shall have expired, been waived or terminated, and any other Governmental Authorities whose consent is required for consummation of the transactions contemplated by each hereby shall have issued all consents required for the transactions contemplated hereby, and no condition or requirement adverse to the interests of Buyer in its reasonable discretion shall be imposed on or required of Buyer or any of its Affiliates as a result of or as a condition to any of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingforegoing.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to the Closing waiver of the following conditions precedentconditions: (a) No statute, rule or regulation the Company shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts obtained (and shall have provided copies thereof to the consummation Parent) the written consents of (i) all of the transactions contemplated herebymembers of its Board of Directors, (ii) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding Company Shares entitled to vote on this Agreement and the Merger, and (iii) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding shares of each series of Company Preferred Shares entitled to vote on this Agreement and the Merger, in each case to approve the execution, delivery and performance by the Company of this Agreement and the other than suitsTransaction Documentation to which the Company is a party, actions or proceedings that are unlikely in form and substance reasonably satisfactory to have a reasonable chance of prevailingthe Parent; (b) There prior to the Closing, the Company and the Parent shall not be have at least $7 million in effect any judgmentescrow in connection with the Private Placement Offering, order, injunction or decree and the conditions to the closing of any court of competent jurisdiction enjoining such Private Placement Offering shall have been satisfied (other than the consummation of the transactions Merger and those other conditions that, by their nature, will be satisfied at the Closing of the Private Placement Offering) and such amount of gross proceeds shall be unencumbered cash available to the Parent and the Surviving Corporation at the Effective Time (other than as expressly contemplated hereby;by this Agreement); and (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, Company shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be provided evidence reasonably satisfactory to Buyer; and (f) The transactions contemplated by each the Parent and the Acquisition Subsidiary of the Ancillary Agreements relating to the transfer termination of the Assets by Nonfollowing Guerrilla RF investor rights agreements: (i) the Fifth Amended and Restated Investors’ Rights Agreement dated Xxxxx 00, 0000, (xx) the Fifth Amended and Restated Right of First Refusal and Co-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to Sale Agreement dated Xxxxx 00, 0000, (xxx) the ClosingFifth Amended and Restated Voting Agreement dated April 16, 2018, and (iv) the Service Provider Right of First Refusal and Stock Restriction Agreement dated December 2019.

Conditions to Each Party’s Obligations. The respective obligation of each party to consummate effect the transactions contemplated herein is Merger shall be subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) at or prior to the Closing Effective Time of the following conditions precedentconditions: (a) No statuteno order, rule injunction or regulation decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect, and no Law shall have been enacted, entered, promulgated or enforced by any court Authority which prohibits, restricts or governmental authority that prohibits or restricts makes illegal the consummation of the transactions contemplated herebyMerger, PROVIDED, HOWEVER, that the parties shall have used their commercially reasonable best efforts to prevent any rule, regulation, injunction, decree or other than suitsorder, actions and to appeal as promptly as possible any injunction, decree or proceedings other order that are unlikely to have a reasonable chance of prevailingmay be entered; (b) There shall not be in effect any judgment, order, injunction or decree the filing of any court a Certificate of competent jurisdiction enjoining Merger with the consummation Secretary of State of the transactions contemplated herebyState of Michigan and the filing of Articles of Merger with the Secretary of State of the State of Minnesota; (c) There all authorizations, approvals or consents required to permit the consummation of the Merger shall not have been obtained and be any in full force and effect; and (d) No suit, action, investigation, inquiry or other proceeding pending by any governmental authority Authority or administrative agency other person or commission that seeks to enjoin entity will have been instituted or otherwise prevent consummation threatened which delays or questions the validity or legality of the transactions contemplated hereby other than suitsor which, actions if successfully asserted, would individually or proceedings that are unlikely to prevail; (d) Any waiting periodsin the aggregate, including any extension thereofotherwise have a Material Adverse Effect on Target's, applicable to or, after the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited toEffective Time, the approvals set forth in Section 5.3(c) hereofSurviving Corporation's, shall have been obtained business, financial condition, prospects, assets or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingoperations.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Transactions will be subject to the satisfaction at (or waiver by such Party, if permissible under applicable Law) on or prior to the Closing Date of the following conditions precedentconditions: (a) No statuteThere is no Law or Order which (i) is in effect and (ii) has the effect of preventing, rule prohibiting, enjoining or regulation shall have been enactedmaking illegal, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have Transactions (a reasonable chance of prevailing“Closing Legal Impediment”); (b) There shall not be The Acquiror Stockholder Approval will have been obtained in effect any judgment, order, injunction or decree accordance with the provisions of any court of competent jurisdiction enjoining Acquiror’s Organizational Documents and the consummation of the transactions contemplated herebyDGCL; (c) There shall not The Acquiror Common Stock to be any suitissued in connection with the Transactions (including the PIPE Financing) will have been approved for listing on the Nasdaq, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks subject only to enjoin or otherwise prevent consummation official notice of issuance thereof and the transactions contemplated hereby other than suits, actions or proceedings that are unlikely requirement to prevailhave a sufficient number of round lot holders; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall The Offer will have expired or been terminated and all other material governmental authorizations or approvals required completed in connection accordance with the transactions contemplated by this Agreement, including but not limited to, terms hereof and the approvals set forth in Section 5.3(c) hereof, shall have been obtained or givenProxy Statement; (e) Buyer shall After giving effect to all redemptions of Acquiror Public Shares pursuant to the Offer, Acquiror will have received net tangible assets of at least five million one dollars ($5,000,001) upon consummation of the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; andMerger; (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or PIPE Financing will have been consummated simultaneously with or immediately prior pursuant to the Subscription Agreements; (g) The Debt Refinancing (or, if applicable, receipt of Lender Approval in lieu thereof) shall have been consummated or will be concurrently consummated with the Closing; (h) All applicable waiting periods (and any extensions thereof) under the HSR Act in respect of the Transactions will have expired or been terminated; and (i) Either (i) the Registration Statement shall have been declared effective by the SEC or (ii) Acquiror shall have been telephonically advised by the staff of the SEC that it will grant Acquiror’s request to accelerate the effectiveness of the Registration Statement.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party of the Company, Parent and Merger Sub to consummate the transactions contemplated herein is by this Agreement are subject to the satisfaction at or prior to (or, if permitted by applicable Law, waiver by the Closing Company, Parent and Merger Sub in writing) of the following conditions precedentas of the Closing Date: (a) No statute, rule or regulation The shares of Parent Common Stock to be issued pursuant to the Rollover Agreements shall have been enactedapproved for listing on the New York Stock Exchange, subject to official notice of issuance; (b) The Merger shall have been approved and this Agreement shall have been adopted, in accordance with the DGCL and the Organizational Documents, by the requisite affirmative vote or written consent of (i) the holders of a majority of outstanding shares of Series B-1 Preferred Stock and (ii) the holders of a majority of outstanding shares of Common Stock and Preferred Stock (voting together on an as-converted to Common Stock basis) entitled to vote generally in the election of directors of the Company (together, the “Stockholder Approval”); (c) All requisite clearances or approvals under the HSR Act and the Antitrust Laws set forth on Annex 7.02 shall have been obtained; and (d) No judgment, decree, injunction or order shall have been entered, promulgated and no Law shall be in effect, which would prevent the performance of this Agreement or enforced by any court or governmental authority that prohibits or restricts the consummation of any of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to declare unlawful the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the cause such transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may to be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingrescinded.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the Merger, the Bank Merger and any other transactions contemplated herein is by this Agreement shall be subject to the satisfaction at or prior to the Closing of the following conditions precedentconditions: (a) This Agreement shall have been approved by the requisite vote of CNS's stockholders in accordance with applicable laws and regulations. (b) The Requisite Regulatory Approvals, the consent of the OTS and any other required waivers with respect to this Agreement and the transactions contemplated hereby shall have been obtained and shall remain in full force and effect, and all statutory waiting periods shall have expired; and all other consents, waivers and approvals of any third parties which are necessary to permit the consummation of the Merger and the other transactions contemplated hereby shall have been obtained or made except for those the failure to obtain would not have a Material Adverse Effect (i) on CNS and its Subsidiaries taken as a whole or (ii) on ENB and its Subsidiaries taken as a whole. No such approval or consent shall have imposed any condition or requirement that would so materially and adversely impact the economic or business benefits to ENB or CNS of the transactions contemplated hereby that, had such condition or requirement been known, such party would not, in its reasonable judgment, have entered into this Agreement. (c) No party hereto shall be subject to any order, decree, ruling or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, the Bank Merger or any other transactions contemplated by this Agreement and no Governmental Entity shall have instituted any proceeding for the purpose of enjoining or prohibiting the consummation of the Merger, the Bank Merger or any transactions contemplated by this Agreement. (d) No statute, rule or regulation shall have been enacted, entered, promulgated promulgated, interpreted, applied or enforced by any court or governmental authority that prohibits which prohibits, restricts or restricts the makes illegal consummation of the Merger, the Bank Merger or any other transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing;by this Agreement. (be) There The Registration Statement shall not have been declared effective by the SEC and no proceedings shall be in effect any judgment, order, injunction pending or decree of any court of competent jurisdiction enjoining threatened by the consummation SEC to suspend the effectiveness of the transactions contemplated hereby; (c) There shall not be any suit, action, Registration Statement; all required approvals by state securities or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable "blue sky" authorities with respect to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;obtained. (ef) Buyer ENB shall have received the Financing under letter agreement referred to in Section 4.15 from each affiliate of CNS. (g) No litigation, claim, action, suit or other legal administrative proceeding challenging the Financing LettersMerger or the Bank Merger shall be pending against any party hereto or any of its Subsidiaries, upon directors or officers, which in the terms opinion of counsel for ENB is likely to result in the incurring of damages and defense costs not covered by insurance by ENB or any of its Subsidiaries or by any person or persons whom ENB would be required to indemnify in an aggregate amount exceeding $350,000. (h) ENB and CNS each shall have received an opinion of Stinson, Mag & Fizzell, P.C., counsel to ENB, dated as xx xxx Effective Date, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to ENB and CNS, respectively, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the Financing Letters 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: (i) No gain or loss will be recognized by ENB, ENB Bank, CNS or CNS Bank as a result of the Merger; (ii) Except to the extent of any Cash Consideration, no gain or loss will be recognized by the stockholders of CNS who exchange their CNS Common Stock for ENB Common Stock pursuant to the Merger; (iii) The tax basis of ENB Common Stock received by stockholders who exchange their CNS Common Stock for ENB Common Stock in the Merger will be the same as the tax basis of CNS Common Stock surrendered pursuant to the Merger reduced by the Cash Consideration and any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the date hereof or under such other terms as may be reasonably satisfactory to Buyerexchange; and (fiv) The transactions contemplated holding period of ENB Common Stock received by each stockholder in the Merger will include the holding period of CNS Common Stock exchanged therefor, provided that such stockholder held such CNS Common Stock as a capital asset on the Ancillary Agreements relating Effective Date. Such opinion may be based on, in addition to the transfer review of such matters of fact and law as Stinson, Mag & Fizzell, P.C. considers appropriate, (x) xxxxxsentations made at the Assets request of Stinson, Mag & Fizzell, P.C. by Non-U.S. Companies shall be ENB, ENB Bank, CNS, CNX Xxxx, or have been consummated simultaneously with or immediately prior to any combination of such persons and (y) certificates provided at the Closingrequest of Stinson, Mag & Fizzell, P.C. by officers of ENB, ENB Bxxx, XXS, CNS Bank and other appropriate persons.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the Merger and any other transactions contemplated herein is by this Agreement shall be subject to the satisfaction at or prior to the Closing of the following conditions precedentconditions: (a) No this Agreement shall have been approved by (i) the requisite vote of Haven's stockholders in accordance with applicable law and regulations and (ii) the requisite vote of Queens' stockholders in accordance with applicable law and regulations; (b) (i) the Requisite Regulatory Approvals and any necessary regulatory consents and waivers with respect to this Agreement and the transactions contemplated hereby shall have been obtained and shall remain in full force and effect, and all statutory waiting periods in respect thereof shall have expired; and (ii) all other consents, waivers and approvals of any third parties which are necessary to permit the consummation of the Merger and the other transactions contemplated hereby (the "Third Party Non-Regulatory Consents") shall have been obtained or made except for those Third Party Non-Regulatory Consents the failure to obtain would not have, or would not be reasonably likely to have, a Material Adverse Effect (x) on Haven and its Subsidiaries taken as a whole or (y) on Queens and its Subsidiaries taken as a whole. None of the approvals or waivers referred to herein shall contain any term or condition which (A) would have, or would be reasonably likely to have, a Material Adverse Effect on (x) Haven and its Subsidiaries taken as a whole or (y) Queens and its Subsidiaries taken as a whole; or (B) which would reduce, or would be reasonably likely to reduce, the benefits of the transactions contemplated hereby to such a degree that the Board of Directors of Queens determines, in its reasonable good faith judgement, that Queens would not have entered into this Agreement had such term or condition been known at the date hereof. (c) no party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement; (d) no statute, rule or regulation shall have been enacted, entered, promulgated promulgated, interpreted, applied or enforced by any court Governmental Entity which prohibits, restricts or governmental authority that prohibits or restricts the makes illegal consummation of the Merger or any other transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailingby this Agreement; (be) There the Registration Statement shall not have been declared effective by the SEC, and no proceedings shall be in effect any judgment, order, injunction pending or decree of any court of competent jurisdiction enjoining threatened by the consummation SEC to suspend the effectiveness of the transactions contemplated hereby; (c) There shall not be any suit, action, Registration Statement; all required approvals by state securities or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable "blue sky" authorities with respect to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or givenobtained; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated Queens shall have caused to be listed on the Nasdaq Stock Market, or on such other market on which shares of Queens Common Stock shall then be trading, subject only to official notice of issuance, the shares of Queens Common Stock to be issued by each Queens in exchange for the shares of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingHaven Common Stock.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is hereby are subject to the satisfaction at or prior to the Closing of the following conditions precedentconditions: (a) No statute, rule or regulation all required filings under the HSR Act shall have been enactedcompleted and all applicable time limitations under the HSR Act shall have expired without a request for further information by the FTC, enteredthe Antitrust Division or any other relevant Governmental Entity under the HSR Act, promulgated or enforced by any court or governmental authority that prohibits or restricts in the consummation event of a request for further information, the expiration of all applicable time limitations under the HSR Act following the delivery of a complete response to such request shall have occurred without the objection of the transactions contemplated herebyFTC, the Antitrust Division or other than suits, actions or proceedings that are unlikely Governmental Entity having authority with respect to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (b) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated by the SEC and the underwriters named therein shall have agreed to acquire shares of Parent Common Stock on a firm commitment basis, subject to the conditions set forth in the underwriting agreement; (c) There the Parent Common Stock which shall not be any suitissued to the Company Shareholders upon the Closing shall have been authorized for listing on the New York Stock Exchange or the Nasdaq Stock Market, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks subject to enjoin or otherwise prevent consummation official notice of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailissuance; (d) Any waiting periods, including any extension thereof, applicable to the IPO shall have been completed at the same time as the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;hereby are completed; and (e) Buyer The acquisitions of each of FS and RRCC (whether by the acquisition of all or substantially all assets, stock purchase, merger or otherwise) shall have received been completed at the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms same time as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingCompany Shares hereunder.

Conditions to Each Party’s Obligations. The respective obligation of each party pursuant to consummate the transactions contemplated herein this Agreement is subject to the satisfaction at or prior to the Closing waiver of the following conditions precedentconditions: (a) No statute, rule or regulation The Scheme shall have been enactedadopted and approved by the affirmative vote of a majority in number of shareholders of VistaPrint Limited present and voting either in person or by proxy on the Scheme representing at least three fourths in value of the shareholders present and voting either in person or by proxy on the Scheme. (b) The definitive proxy statement of VistaPrint Limited on Schedule 14A relating to the meeting of the holders of VistaPrint Limited Common Shares at which the Scheme will be voted upon (the “Proxy Statement”) shall have been filed with the U.S. Securities and Exchange Commission. (c) The order of the Court containing directions to, enteredamong other things, promulgated convene the Special Meeting shall have been obtained. (d) None of the parties hereto shall be subject to any decree, order or enforced by any injunction of a court of competent jurisdiction, domestic or governmental authority that foreign, which prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions Share Exchange or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;. (e) Buyer The Scheme shall have received been sanctioned by the Financing under Court and the Financing Letters, upon Court Order shall have been filed with the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; andRegistrar of Companies of Bermuda. (f) The transactions contemplated by each deed of issue of shares effecting the Ancillary Agreements relating issuance of Vistaprint N.V. Ordinary Shares in exchange for all shares of VistaPrint Limited held in treasury to be issued in connection with the transfer of the Assets by Non-U.S. Companies Scheme shall be or have been consummated simultaneously duly executed. (g) The deed of issue effecting the issuance of Vistaprint N.V. Ordinary Shares in exchange for the remaining issued and outstanding VistaPrint Limited Common Shares to be issued in connection with or immediately prior the Scheme shall have been duly executed. (h) The Vistaprint N.V. Ordinary Shares to be issued in connection with the ClosingShare Exchange shall have been authorized for listing on the Nasdaq Global Select Market, subject to official notice of issuance.

Conditions to Each Party’s Obligations. The respective Buyer’s obligation of each party to consummate purchase the transactions contemplated herein is Units from Seller and Seller’s obligation to sell and transfer the Units to Buyer are subject to the satisfaction at or prior to the Closing of the following conditions precedentset forth in this Section 6(a), on or before the Closing Date: (ai) No statutetemporary restraining order, rule preliminary or regulation shall have been enacted, entered, promulgated permanent injunction or enforced by any court other legal restraint or governmental authority that prohibits or restricts prohibition preventing the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There by this Agreement shall not be in effect any judgmenteffect, ordernor shall Buyer have notice of, injunction and have verified, the pendency of an inquiry or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending investigation by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation Governmental Entity in respect of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust which could reasonably result in any such order, preliminary or trade regulation laws permanent injunction or other legal restraint or prohibition. (ii) The project at the X.X. Xxxxx Generating Station (the “X.X. Xxxxx Project”) will be reflected on the books and regulationsrecords, includingas of the Closing Date, as a break-even project (i.e., without limitationa profit or a loss). (iii) All intercompany accounts receivables and accounts payables between the Companies and American Commercial Lines, under Inc. and its other affiliates and subsidiaries have been settled (except for those receivables related to the HSR ActJuly 23, 2008 Collision Incident as described in more detail in Section 14(e)). (iv) Buyer and Seller shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this entered into a three-year Non-Competition Agreement, including but not limited toin the form of Exhibit B attached hereto. (v) Seller has prepared and delivered to Buyer, and Buyer has reviewed and approved, a determination of the approvals estimated Working Capital as of the Closing Date (the “ Estimated Determination”), which Estimated Determination is set forth in Section 5.3(cExhibit C attached hereto. (vi) hereofThe Non-Competition, Non-Solicitation and Non-Disclosure Agreement between Summit Contracting, LLC and Xxxx X. Xxxx dated March 31, 2008 shall be terminated. (vii) Concurrently with the Closing, GHC&K shall have been obtained or given;acquired from the Companies the real property described in Schedule 6(a)(vii) of the Disclosure Schedules (the “Acquired Real Property”) pursuant to the Real Estate Purchase Agreement in the form of Exhibit D attached hereto. (eviii) Buyer Seller and Summit Environmental Services, LLC shall have received enter into an Amendment to the Financing under Specific Services Agreement (Emergency Professional Services) Summit # 06/1371 extending the Financing Lettersterm of such agreement for a period of three (3) years from the Closing, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each form of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closing.Exhibit E.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is subject to the satisfaction at or prior to the Closing of the following conditions precedent: (a) No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust shall be subject to the satisfaction (or trade regulation laws waiver in writing by both Buyer and regulationsSellers), includingat or prior to the Closing, without limitation, under of each of the HSR Act, following conditions: (a) The Corporate Bond Consents shall have expired been obtained. (b) The renewal of the Company’s 500 License shall have been obtained. (c) No Governmental Body shall have (i) enacted, issued, promulgated, enforced or been terminated entered any Law or Order that is in effect and all other material governmental authorizations would (x) make the Closing illegal or approvals required in connection with (y) otherwise prohibit or enjoin consummation of the transactions contemplated by this Agreement, including but not limited to; or (ii) issued a resolution, the approvals set forth effect of which is to declare any of the Acquired Companies as market “dominant,” which resolution shall be in Section 5.3(ceffect as of immediately prior to the Closing Date. (i) hereofThe Sellers, Buyer and the Company shall have been obtained or given;entered into a shareholders’ agreement, effective as of the Closing Date, governing their relationship with respect to the ownership of the Company, substantially in the form of Exhibit A (the “Shareholders Agreement”) and (ii) the Company shall have amended and restated its articles of incorporation and by-laws, in each case effective as of the Closing Date, in accordance with the terms of the Shareholders Agreement. (e) The Sellers and Buyer shall have received executed a deed of transfer (in Spanish to be called, the Financing under “Contrato de Promesa de Compraventa de Acciones”) dated the Financing Letters, upon Closing Date (“Deed of Transfer”) solely for purposes of filing such Deed of Transfer with the applicable Panamanian Governmental Body (Dirección General de Ingresos – Ministerio de Economía y Finanzas) in connection with Section 9.12(a); provided that the Parties agree that the Deed of Transfer shall not supersede or in any way amend or replace the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be Original Agreement or have been consummated simultaneously with or immediately prior to the Closingthis Agreement in any way.

Conditions to Each Party’s Obligations. The respective obligation of each party to consummate the transactions contemplated herein by this Agreement is subject to the satisfaction at satisfaction, or prior to the Closing waiver by Enterprises, Coke Northeast, TCCC and BIH, of the following conditions precedentconditions: (a) No action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, national, state, provincial, or local jurisdiction which would be reasonably expected to: (i) prevent consummation of the purchase and sale of the KONY Shares contemplated herein; (ii) cause such purchase and sale to be rescinded following its consummation; or (iii) materially modify the terms of the purchase and sale of the KONY Shares or result in material damage or Loss (as defined below) to any party hereto as a result of the purchase and sale of the KONY Shares. The pendency of an action, suit or proceeding relating to any tender offer for shares of common stock of Coca-Cola Beverages Ltd. initiated by Enterprises or its affiliates will not prevent the condition set forth in this paragraph (a)from being satisfied unless such action, suit or proceeding challenges the purchase and sale of the KONY Shares contemplated herein, and such challenge could not be eliminated by a termination or withdrawal by Enterprises or its affiliates of such tender offer. (b) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect. No statute, rule rule, regulation, order, injunction or regulation decree shall have been enacted, entered, promulgated or enforced by any court Governmental Authority (as hereinafter defined) which prohibits, materially restricts or governmental authority that prohibits or restricts the makes illegal consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be . As used in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited tothe term "Governmental Authority" means any national, the approvals set forth in Section 5.3(c) hereoffederal, shall have been obtained provincial, state, local, foreign or given; (e) Buyer shall have received the Financing under the Financing Lettersinternational court, upon the terms set forth in the Financing Letters on the date hereof government, department, commission, board, bureau, agency, official or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be regulatory, administrative or have been consummated simultaneously with or immediately prior to the Closinggovernmental authority.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate this Agreement to effect the transactions contemplated herein is Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions precedentconditions, any of which may be waived, in writing, exclusively by both SPAC and the Company: (a) No statuteThe Parties will have received all necessary pre-Closing authorizations, rule or regulation shall have been enactedconsents, enteredclearances, promulgated or enforced by any court or governmental authority that prohibits or restricts the consummation waivers and approvals of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (bGovernmental Entities set forth on Section 8.1(a) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suitCompany Disclosure Schedule in connection with the execution, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation delivery and performance of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under and the Transactions (or any applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, waiting period thereunder shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with terminated). (b) At the transactions contemplated by this Agreement, Special Meeting (including but not limited toany adjournments thereof), the approvals set forth in SPAC Stockholder Approval shall have been obtained. (c) The written consent(s), pursuant to Section 5.3(c) hereof7.18, of the Company Party Shareholder Approval, shall have been obtained obtained. (d) The Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act and shall not be subject to any stop order or given;proceeding (or threatened proceeding) by the SEC seeking a stop order with respect to the Registration Statement / Proxy Statement. (e) Buyer No provision of any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall have received be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the Financing under consummation of the Financing Letters, upon the terms set forth Transactions will be in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; andeffect. (f) The transactions contemplated All Transaction Agreements shall be in full force and effect and shall have not been rescinded by each any of the Ancillary Agreements relating parties thereto. (g) SPAC shall have at least $5,000,001 of net tangible assets following the exercise by the holders of shares of SPAC Class A Common Stock issued in SPAC’s initial public offering of securities and outstanding immediately before the Merger Effective Time of their right to redeem their shares of SPAC Class A Common Stock held by them into a pro rata share of the Trust Account in accordance with SPAC Governing Documents, and giving effect to the transfer receipt by New PubCo of the Assets net amount of proceeds actually contributed by Non-U.S. Companies investors in accordance with the terms and conditions of the PIPE Subscription Agreements upon consummation of the PIPE Investments. (h) The New PubCo Ordinary Shares to be issued pursuant to this Agreement shall be approved for listing upon the Closing on NASDAQ (or have been consummated simultaneously with any other public stock market or immediately prior exchange in the United States as may be agreed by the Company and SPAC) subject to the Closingofficial notice of issuance thereof.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions precedent:conditions. A Party may waive for itself any such condition and proceed to Closing, without waiving any of its rights hereunder. (a) No statute, rule or regulation all required filings under the HSR Act shall have been enactedcompleted and all applicable time limitations under the HSR Act shall have expired without a request for further information by the FTC, enteredthe Antitrust Division or any other relevant Governmental Entity under the HSR Act, promulgated or enforced by any court or governmental authority that prohibits or restricts in the consummation event of a request for further information, the expiration of all applicable time limitations under the HSR Act following the delivery of a complete response to such request shall have occurred without the objection of the transactions contemplated herebyFTC, the Antitrust Division or other than suits, actions or proceedings that are unlikely Governmental Entity having authority with respect to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (b) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated by the SEC; (c) There the Parent Common Stock shall not be any suitauthorized for listing on the New York Stock Exchange or the Nasdaq Global Market, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks subject to enjoin or otherwise prevent consummation official notice of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailissuance; (d) Any waiting periods, including any extension thereof, applicable to the IPO shall have been completed at the same time as the transactions contemplated hereby are completed; and (e) The FS Acquisition shall have been consummated and immediately thereafter the acquisition of GTRI shall be consummated contemporaneously with the transactions contemplated by this Agreement (in each case, by stock purchase or merger in transactions qualifying as part of an exchange under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each 351 of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingCode).

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to the Closing waiver of the following conditions precedentconditions: (a) No statute, rule or regulation the Company shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts obtained (and shall have provided copies thereof to the consummation Parent) the written consents of (i) all of the transactions contemplated herebymembers of its Board of Directors, (ii) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding Company Shares entitled to vote on this Agreement and the Merger, (iii) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding Company Common Shares entitled to vote on this Agreement and the Merger and (iv) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding shares of Company Preferred Shares entitled to vote on this Agreement and the Merger, in each case to approve the execution, delivery and performance by the Company of this Agreement and the other than suitsTransaction Documentation to which the Company is a party, actions or proceedings that are unlikely in form and substance reasonably satisfactory to have a reasonable chance of prevailingthe Parent; (b) There prior to the Closing, the Company and the Parent shall not be have at least $20 million in effect any judgmentescrow in connection with the Private Placement Offering, order, injunction or decree and the conditions to the closing of any court of competent jurisdiction enjoining such Private Placement Offering shall have been satisfied (other than the consummation of the transactions Merger and those other conditions that, by their nature, will be satisfied at the Closing of the Private Placement Offering) and such amount of gross proceeds shall be unencumbered cash available to the Parent and the Surviving Corporation at the Effective Time (other than as expressly contemplated hereby;by this Agreement); and (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation the Parent and the holders of a majority of the transactions contemplated hereby other than suitsRegistrable Securities (as defined in the Amended and Restated Investors’ Rights Agreement, actions or proceedings that are unlikely to prevail; dated May 2, 2018, by and among the Company, each of the investors listed on Schedule A thereto and each of the stockholders listed on Schedule B thereto (dthe “Investors’ Rights Agreement”)) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, then outstanding shall have expired or been terminated executed and all other material governmental authorizations or approvals required delivered the Registration Rights Agreement in connection with the transactions contemplated by this Agreementform attached hereto as Exhibit C, including but not limited to, and the approvals set forth in Section 5.3(c) hereof, Investors’ Rights Agreement shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingterminated.

Conditions to Each Party’s Obligations. The respective obligation of each party to consummate effect the transactions contemplated herein is thereby shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions precedentconditions: (a) No statute, rule or regulation This Agreement and the transactions contemplated hereby shall have been enacted, entered, promulgated approved in the manner required by applicable law by the holders of the issued and outstanding shares of capital stock of HTI and of Acquirer. (b) No party to this Agreement shall be subject to any order or enforced by any injunction of a court or governmental authority of competent jurisdiction that prohibits or restricts the consummation of the transactions contemplated herebyby this Agreement. In the event any such order or injunction shall have been issued, other than suits, actions or proceedings that are unlikely each party agrees to use its reasonable efforts to have any such injunction lifted or order reversed. The party that is not subject to any such action shall have the right to cancel this Agreement and transaction in the event that the closing is delayed by a reasonable chance of prevailing;period greater than three weeks. (bc) There No material action, suit, proceeding, or investigation involving either party shall not have been initiated and be continuing,. (d) All consents, authorizations, orders, and approvals of (or filings or registrations with) any governmental commission, board, or other regulatory body required in effect connection with the execution, delivery, and performance of this Agreement shall have been obtained or made, except for filings required or agreed herein to be filed after the Closing Date. (e) No action, suit, or proceeding shall be pending or threatened by or before any court or governmental body in which an unfavorable judgment, order, injunction or decree of would prevent any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings cause any such transaction to be declared unlawful or rescinded or that are unlikely could reasonably be expected to prevail;cause a HTI Material Adverse Effect or a Material Adverse Effect. (df) Any waiting periods, including any extension thereof, applicable All documents and instruments to be delivered by the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required parties in connection with the transactions contemplated by hereby shall be in form and substance reasonably satisfactory to the parties and their respective counsel, and the parties shall have received such other documents and instruments as they may reasonably request in connection therewith. (g) Each party to this Agreement shall have completed to its satisfaction, due diligence investigation on the other, its shareholders, its business and operations, financial condition, outstanding liabilities, business prospects and other material information. (h) Each party to this Agreement shall have provided the information necessary to complete the Schedules and Exhibits to this Agreement and the Schedules and Exhibits must be completed and the information contained therein must be satisfactory to each party to this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;each such party's sole discretion. (ei) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies This Agreement shall be or have been consummated simultaneously with or immediately modified and amended to reflect changes, provisions, terms and conditions agreed upon by the parties hereto prior to the Closing. (j) None of these transactions contemplated hereby shall have been enjoined by the court or by any federal or state governmental branch, agency, commission or regulatory authority and no suit or other proceeding challenging the transactions contemplated hereby shall have been threatened or instituted and no investigative or other demand shall have been made by any federal or state governmental branch, agency, commission or regulatory authority.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the transactions contemplated herein is by this Agreement are subject to the satisfaction at fulfillment (or, in the case of Section 8.3(b)(ii) and Section 8.3(d), deferral in accordance with Sections 8.4 through 8.11), on or prior to the Closing Date, of each of the following conditions precedent:(any or all of which may be waived in writing by a party in whole or in part to the extent permitted by applicable Law): (a) No statute, rule or regulation The terms of the transactions contemplated by this Agreement shall have been enactedapproved at an extraordinary general meeting of the shareholders of Invensys as required by the United Kingdom Listing Rules (the “Class 1 Condition”). (i) The consents, enteredwaivers or approvals of or other authorizations from Governmental Bodies set forth on Schedule 8.3(b)(i) Part I shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired, promulgated and the filings or enforced notifications set forth on Schedule 8.3(b)(i) Part II shall have been made; and (ii) the consents, waivers or approvals of or other authorizations from Governmental Bodies set forth on Schedule 8.3(b)(ii) (the “Specified Governmental Consents”) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired. (c) No Order issued by any court Governmental Body (other than a Specified Governmental Body) of competent jurisdiction with valid enforcement authority restraining, enjoining or governmental authority that prohibits or restricts otherwise prohibiting the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing;by this Agreement shall be in effect. (bd) There shall not be in effect No Order issued by any judgment, order, injunction or decree of any court Specified Governmental Body of competent jurisdiction with valid enforcement authority restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulationsshall be in effect (the “Specified Orders” and, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection collectively with the transactions contemplated by this Agreement, including but not limited toSpecified Governmental Consents, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closing“Specified Conditions”).

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions, none of which may be waived: (a) this Agreement shall have been approved by the requisite vote of the holders of the Seller Common Stock at the Shareholder Meeting in accordance with applicable law and by the sole shareholder of ST-Bank; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the transactions contemplated herein is subject to the satisfaction at or prior to the Closing of the following conditions precedent: (a) No statute, rule or regulation hereby shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated herebyexpired; (c) There no party hereto shall not be subject to any suitorder, action, decree or other proceeding pending by any governmental authority injunction of a court or administrative agency of competent jurisdiction which enjoins or commission that seeks to enjoin or otherwise prevent prohibits the consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailMerger; (d) Any waiting periods, including any extension thereof, applicable SouthTrust shall have received all federal and state securities laws or "Blue Sky" permits or other authorizations or confirmations as to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulationsavailability of exemptions from registration requirements, including, without limitation, under as may be necessary to issue the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with SouthTrust Common Stock pursuant to the transactions contemplated by terms of this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer the Registration Statement, if applicable, shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC; (f) the shares of SouthTrust Common Stock issuable pursuant to the Merger shall have been approved for listing on The Nasdaq National Market; and (g) each party shall have received the Financing under the Financing Lettersopinion of Muldxxx, upon the terms set forth in the Financing Letters on Xxxxxx & Xaucxxxx, xxted the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating Closing, to the transfer effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(C) of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingCode.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party the Company, Parent and Merger Sub to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or, to the extent permitted by applicable law, the waiver on or prior to the Closing Effective Time of each of the following conditions precedentconditions: (a) No statute, rule or regulation This Agreement shall have been enactedadopted, enteredand the Merger approved, promulgated or enforced by any court or governmental authority that prohibits or restricts the consummation shareholders of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailingCompany in accordance with applicable law; (b) There Any applicable waiting periods under the HSR Act and the EC Merger Regulation relating to the Merger shall not be in effect any judgment, order, injunction have expired or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated herebybeen terminated; (c) There No provision of any applicable law or regulation and no judgment, injunction, order or decree shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent prohibit the consummation of the Merger or the other transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailby this Agreement; (d) Any waiting periodsThe Form F-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, including and any extension thereofmaterial "blue sky," other state, federal and foreign securities laws applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws registration and regulations, including, without limitation, under qualification of the HSR Act, shall have expired or been terminated ADSs and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, Parent Shares shall have been obtained or givencomplied with (including visas of the COB); (e) Buyer The accountants' "cold comfort" letters referred to in Section 5.20 shall have been received by the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; andrespective addressees thereof; (f) The transactions contemplated by each EGM of Parent shall have approved the issuance of the Ancillary Agreements relating Parent Shares to be issued in the transfer Merger in accordance with applicable law and the by- laws (statuts) of Parent; and ------- (g) The ADSs issuable in accordance with the Assets by Non-U.S. Companies Merger shall be or have been consummated simultaneously with or immediately prior approved for listing on the Nasdaq Stock Market, subject to the Closingofficial notice of issuance.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to waiver by each of the Closing Parties of the following conditions precedentconditions: (a) No statute, rule or regulation this Agreement and the Merger shall have been enacted, entered, promulgated or enforced adopted by any court or governmental authority that prohibits or restricts the consummation requisite vote under applicable law of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to shareholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have a reasonable chance been approved by the requisite vote under the rules and regulations of prevailing;the NNM by the stockholders of Parent (if necessary); 49 (b) There the SEC shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining have declared the consummation S-4 Registration Statement effective; no stop order suspending the effectiveness of the transactions contemplated herebyS-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) There shall not be no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any suit, action, court or other proceeding pending by any governmental authority Governmental Entity of competent jurisdiction or administrative agency other legal restraint or commission that seeks to enjoin or otherwise prevent prohibition preventing the consummation of the transactions contemplated hereby other than suitsMerger or making the Merger illegal (collectively, actions or proceedings "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that are unlikely each of the Parties shall have used reasonable efforts to prevailprevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) Any waiting periods, including any extension thereof, applicable the Parent Shares issuable to stockholders of the transactions contemplated by Company pursuant to this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;authorized for listing on the NNM upon official notice of issuance; and (e) Buyer (i) all required filings or submissions to, or approvals or consents of, any Governmental Entity or third party shall have received the Financing under the Financing Lettersbeen made or obtained (and all relevant statutory, upon the terms set forth regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the Financing Letters case of approvals or consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents or approvals would not reasonably be expected to have a Material Adverse Effect on the date hereof Company, the Surviving Corporation or under the Parent and (ii) all such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies approvals and consents that have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company, the Surviving Corporation or have been consummated simultaneously with or immediately prior to the ClosingParent.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the transactions contemplated herein is purchase and sale of the Surplus Note and their other respective obligations under this Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions precedentconditions: (a) No statuteAll Required Filings and Approvals required to be obtained prior to the Closing Date solely for this Agreement, rule or regulation the Ancillary Documents and the Amended Bylaws that will become effective as of the Closing Date and the election of designees of Donegal Mutual as a majority of the members of the Board of Directors of Southern Mutual shall have been enactedobtained and not rescinded or adversely modified or limited as set forth in the proviso below or, enteredif merely required to be filed, promulgated such filings shall have been made and accepted, and all waiting periods prescribed by applicable Law shall have expired or enforced by been terminated in accordance with applicable Law; provided that such approvals shall not contain any court conditions or governmental authority limitations that prohibits compel or restricts the consummation seek to compel Southern Mutual to dispose of all or any portion of the transactions contemplated hereby, other than suits, actions business or proceedings that are unlikely Assets of Southern Mutual or impose or seek to have a reasonable chance impose any limitation on the ability of prevailingSouthern Mutual to conduct its business or own its Assets after the Closing Date in substantially the same manner as Southern Mutual presently conducts its business and owns its Assets; (b) There No Order entered or Law promulgated or enacted by any Governmental Entity shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining that would prevent the consummation of the purchase or sale of the Surplus Note or the other transactions contemplated hereby;hereby and no Proceeding brought by a Governmental Entity shall have been commenced and be pending that seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or that otherwise questions the validity or legality of any such transaction; and (c) There shall not be any suitno pending or threatened litigation initiated by a private party seeking to restrain, actionprevent, rescind or other proceeding pending by any governmental authority change the terms of this Agreement or administrative agency or commission that seeks to enjoin or otherwise prevent consummation the sale of the transactions contemplated hereby other than suits, actions Surplus Note or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required obtain damages in connection with this Agreement or the transactions contemplated by this Agreementconsummation thereof or with the sale of the Surplus Note that, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on reasonable opinion of Southern Mutual or Donegal Mutual, makes it inadvisable to proceed with this Agreement or with the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each sale of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingSurplus Note.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to waiver by each of the Closing Parties of the following conditions precedentconditions: (a) No statute, rule or regulation this Agreement and the Merger shall have been enacted, entered, promulgated or enforced adopted by any court or governmental authority that prohibits or restricts the consummation requisite vote under applicable law of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have a reasonable chance been approved by the requisite vote under the rules and regulations of prevailingthe NNM by the stockholders of Parent (if necessary); (b) There the SEC shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining have declared the consummation S-4 Registration Statement effective; no stop order suspending the effectiveness of the transactions contemplated herebyS-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) There shall not be no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any suit, action, court or other proceeding pending by any governmental authority Governmental Entity of competent jurisdiction or administrative agency other legal restraint or commission that seeks to enjoin or otherwise prevent prohibition preventing the consummation of the transactions contemplated hereby other than suitsMerger or making the Merger illegal (collectively, actions or proceedings that are unlikely to prevail"RESTRAINTS") shall be in effect; (d) Any the waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, period(s) under the HSR ActAct and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or giventerminated; (e) Buyer the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have received been authorized for listing on the Financing under NNM upon official notice of issuance; and, if the Financing LettersClosing occurs after December 31, upon 2001 and the terms Parent does not then satisfy the maintenance criteria (qualitative and otherwise) of the NNM (or any other requirements set forth in a letter from the Financing Letters on 50 NNM to Parent regarding the date hereof or under such other terms as may be reasonably satisfactory to Buyer; andpossible delisting of the Parent Shares), there shall then remain at least forty five (45) calendar days before a Final Delisting Date, if any; (f) The Company shall have received a written opinion from its tax counsel (Hill & Xxxxxx), and, if a Parent Stockholder Meeting was held, the Parent shall have received a written opinion from its tax counsel (Xxxx, Xxxx & Xxxxx LLC), each in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinion shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to the Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to the Company if counsel for the Parent renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (g) (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company, the Surviving Corporation or the Parent and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company, the Surviving Corporation or the Parent; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by each of any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Ancillary Agreements relating to Company, the transfer of Surviving Corporation or the Assets by Non-U.S. Companies shall be Parent at or have been consummated simultaneously with or immediately prior to after the ClosingEffective Time.

Conditions to Each Party’s Obligations. The respective obligation of each party to consummate effect the transactions contemplated herein is hereby and by the Related Agreements shall be subject to the satisfaction fulfillment at or prior to the Merger Closing of the following conditions precedentconditions: (a) No statuteThe other party shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Merger Closing, rule or regulation and the representations and warranties of each such other party shall be true and correct in all material respects on and as of (i) the date made and (ii) the Merger Closing date with the same effect as if made on that date; and each party shall have received a certificate of an executive officer of each such party to that effect; (b) This Agreement, the Related Agreements and the transactions contemplated hereby and thereby (including any amendments to PTR's Declaration of Trust as may be required to allow consummation of such transactions) shall have been enactedapproved by the affirmative vote of holders of two-thirds of the PTR Common Shares and the SCG Required Shareholders' Approval shall have been obtained; (c) The PTR Registration Statement and the SCG Warrant Registration Statement shall each have become effective in accordance with the provisions of the Securities Act, enteredand no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been initiated or threatened by the Commission; (d) PTR and SCG shall have received a study from Xxxxxx Xxxxxxxx LLP or another nationally recognized independent certified public accounting firm concluding that the accumulated earnings and profits for the SCG Subsidiaries as of December 31, promulgated 1996 and the projected earnings and profits of the SCG Subsidiaries for the period beginning January 1, 1997 and ending on the Merger Closing date are in the aggregate less than $5,000,000; (e) Each of PTR and SCG shall have received a favorable opinion of Xxxxx, Xxxxx & Xxxxx (substantially in the form set forth in Exhibit VIII) to the effect that the mergers described in Section 2.1 each will qualify as a reorganization within the meaning of Section 368 of the Code and that each of PTR, the SCG Subsidiaries, and the subsidiary of PTR that shall be the surviving corporation in such mergers will be a party to the reorganization within the meaning of Section 368(b) of the Code; (f) PTR and SCG shall have received (i) an opinion from Xxxxx, Xxxxx & Xxxxx (substantially in the form set forth in Exhibit VIII) that the performance of this Agreement will not jeopardize the status of PTR as a "real estate investment trust" under the Code or enforced (ii) a favorable ruling from the Internal Revenue Service to the effect that the Warrant Issuance will be respected for federal income tax purposes as a direct issuance of the SCG Warrants by SCG to the shareholders of PTR and an opinion from Xxxxx, Xxxxx & Xxxxx (substantially in the form set forth in Exhibit VIII hereto) that the performance of this Agreement will not jeopardize the status of PTR as a "real estate investment trust" under the Code; (g) No preliminary or permanent injunction or other order or decree by any federal or state court or governmental authority that prohibits or restricts which prevents the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely by this Agreement and the Related Agreements shall have been issued and remain in effect (each party agreeing to use its best efforts to have a reasonable chance of prevailingany such injunction, order or decree lifted); (bh) There shall not be in effect any judgmentAll governmental consents, order, injunction or decree of any court of competent jurisdiction enjoining orders and approvals legally required for the consummation of the transactions contemplated hereby; by this Agreement and the Related Agreements shall have been obtained and be in effect at the Merger Closing (c) There shall not be any suitincluding PTR Required Statutory Approvals and SCG Required Statutory Approvals), actionand all consents, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent orders and approvals legally required for the consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, Related Agreements shall have expired or been terminated and obtained; (i) Each of the parties shall have acquired all other material governmental authorizations or approvals consents required in connection with from third parties necessary to consummate the transactions contemplated by this Agreement, including but not limited to, the approvals ; (j) All agreements set forth in Section 5.3(c) hereof, on Schedule 7.1 shall have been obtained or given; (e) Buyer shall have received terminated effective as of the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to BuyerClosing; and (fk) The transactions contemplated by SCG shall have forgiven all indebtedness owing to it from each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingSCG Subsidiary.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein Recapitalization is subject to the satisfaction at or waiver on or prior to the Recapitalization Closing Date (as defined below) of the following conditions precedentconditions: (a) No statute, rule or regulation The consummation of the Merger and the other transactions contemplated by the Merger Agreement shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts occur concurrently with the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing;Recapitalization. (b) There The SLPH Merger shall not be in effect any judgment, order, injunction have occurred or decree of any court of competent jurisdiction enjoining shall occur concurrently with the consummation of the transactions contemplated hereby;Recapitalization. (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation All of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely outstanding Senior Notes shall have been validly tendered to prevail;the Company in accordance with the terms of this Agreement. (d) Any waiting periods, including any extension thereof, applicable to All of the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, outstanding Senior Subordinated Notes shall have been obtained validly tendered to the designated depositary through the facilities of DTC or given;to the Company in accordance with the terms of this Agreement. (e) Buyer All of the certificates representing outstanding shares of Preferred Stock held by the Preferred Stockholders shall have received been validly tendered to the Financing under the Financing Letters, upon Company in accordance with the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; andof this Agreement. (f) The transactions contemplated Common Stock Warrant Agreement Amendment shall have been executed and delivered by the Company, the Common Warrantholders and the Warrant Agent. (g) Each of the Parties hereto shall have complied in all material respects with each of the covenants and agreements contained in this Agreement to be fulfilled or performed by it on or before the Recapitalization Closing Date. (h) The representations and warranties made by each of the Ancillary Agreements relating to the transfer Parties hereto in this Agreement shall be true and correct as if made on and as of the Assets Recapitalization Closing Date. Any waiver of a condition under this Section 4.1 must be in writing and executed by Non-U.S. Companies shall the Company, the holders of not less than a majority of the outstanding Senior Subordinated Notes held by JEFCO and the holders of not less than a majority of the outstanding Senior Subordinated Notes held by Senior Subordinated Note Holders other than JEFCO. If the Recapitalization Closing occurs, each Party will be or deemed to have been consummated simultaneously waived any other Party's failure to comply with or immediately prior the conditions to the Closingbe performed by that Party.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to effect the Merger shall be subject to the fulfillment of the following conditions, none of which may be waived: (a) this Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the Company's stockholders in accordance with applicable law; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and all other permits, consents, waivers, clearances, approvals, authorizations of and filings with regulatory or governmental bodies and any third parties which are necessary to permit the consummation of the Merger and the other transactions contemplated hereby shall have been obtained or made. None of the approvals or waivers referred to herein shall contain any term or condition which (i) is unduly burdensome to the Purchaser, (ii) materially reduces or impairs the value of the Company and its Subsidiaries, taken as a whole, to the Purchaser or (iii) would have a Material Adverse Effect on (x) the Company and its Subsidiaries taken as a whole or (y) the Purchaser and its Subsidiaries taken as a whole; (c) no party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the satisfaction at consummation of the Merger, the Bank Merger or prior any other transaction contemplated by this Agreement, and no litigation or proceeding shall have been instituted after the date of this Agreement relating to the Closing transactions contemplated by this Agreement, and no judgment, order or decree of any court shall be in effect, and no statute or rule, and no applicable order or regulation of any governmental agency shall be in effect that, in the reasonable opinion of Purchaser, materially reduces or impairs the value of the following conditions precedent:Company and its Subsidiaries to the Purchaser or its stockholders; and (ad) No no statute, rule rule, regulation, order injunction or regulation decree shall have been enacted, entered, promulgated promulgated, interpreted, applied or enforced by any court or governmental authority that prohibits which prohibits, restricts or restricts the makes illegal consummation of the transactions contemplated herebyMerger, the Bank Merger or any other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions transaction contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closing.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party the Company and Parent to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or, to the extent permitted by applicable law, the waiver on or prior to the Closing Effective Time of each of the following conditions precedentconditions: (ai) No statute, rule or regulation This Agreement shall have been enactedadopted, enteredthe Merger approved and the Semi Sale, promulgated or enforced if any, approved by any court or governmental authority that prohibits or restricts the consummation stockholders of the transactions contemplated herebyCompany, other than suitsand (ii) the Share Issuance shall have been approved by the stockholders of Parent, actions or proceedings that are unlikely to have a reasonable chance of prevailingeach in accordance with applicable law; (b) There Any applicable waiting periods under the HSR Act relating to the Merger shall not be in effect any judgment, order, injunction have expired or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated herebybeen terminated; (c) There No provision of any applicable law or regulation and no judgment, injunction, order or decree shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent prohibit the consummation of the Merger or the other transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailby this Agreement; (d) Any waiting periodsThe Form 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, including and any extension thereof, material "blue sky" and other state securities laws applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws registration and regulations, including, without limitation, under qualification of the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with Common Stock following the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, Closing shall have been obtained or givencomplied with; (e) Buyer The Parent Shares issuable in accordance with the Merger shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters been authorized for listing on the date hereof or under such other terms as may be reasonably satisfactory NNM, subject to Buyer; andofficial notice of issuance; (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies Semi Disposition shall be or have been consummated simultaneously in accordance with the terms and provisions of Section 1.5(a) of this Agreement; and (g) All disputes and disagreements arising under Section 1.5(a) of this Agreement and any arbitration of such disputes and disagreements shall have been resolved or immediately prior completed except to the Closingextent such disputes or disagreements relate to Semi Spin Taxes and are anticipated to be resolved after the Merger.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the transactions contemplated herein is Merger shall be subject to the satisfaction fulfillment or waiver at or prior to the Closing Effective Time of the following conditions precedentconditions: (a) This Agreement shall have been adopted by the affirmative vote of the stockholders of USFS and the Company by the requisite vote in accordance with applicable law; (b) No statute, rule or regulation Legal Requirements shall have been enacted, entered, promulgated or enforced by any court or governmental authority Governmental Entity that prohibits prohibit or restricts prevent the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated herebyMerger; (c) There The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions stop order or proceedings that are unlikely to prevailseeking a stop order; (d) All approvals required under state securities or "Blue Sky" laws shall have been obtained; (e) The Company Common Stock to be issued in the Merger pursuant to this Agreement shall have been authorized for listing on the Nasdaq National Market, subject to official notice of issuance; (i) All consents, authorizations, orders and approvals of (or filings or registrations with) any Governmental Entity required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made (as the case may be), except for filings in connection with the Merger and any 28 27 other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect with respect to the Company or USFS and (ii) such consents, authorizations, orders and approvals shall be subject to no conditions other than conditions that could not reasonably be expected to have a Material Adverse Effect with respect to the Company and USFS, taken as a whole; (g) Any required consents or approvals of any person to the Merger or the transactions contemplated hereby shall have been obtained and be in full force and effect, except for those the failure to obtain will not have a material adverse effect on the business, assets, properties, financial condition or the results of operations of the Surviving Corporation and its subsidiaries taken as a whole; and (h) Any waiting periods, including any extension thereof, period applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, Merger under the HSR Act, Act shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingterminated.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate the sale of Shares and the other transactions contemplated herein is hereby shall be subject to the satisfaction fulfillment or waiver at or prior to the Closing Date of the following conditions precedentconditions: (a) the Overbid Procedures Order and the Section 363/365 Order shall have been entered by the Bankruptcy Court, and each such order shall not have been (i) stayed or reversed or (ii) modified or amended in a materially adverse manner to either Seller or Purchaser without such party's consent; and no order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect. No proceeding initiated by any Governmental Entity seeking an injunction against the transactions contemplated by this Agreement shall be pending. No statute, rule rule, regulation, order, injunction or regulation decree shall have been enacted, entered, promulgated or enforced by any court Governmental Entity which prohibits, restricts or governmental authority that prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the makes illegal consummation of the transactions contemplated hereby; (b) all consents, authorizations, orders and approvals of (or filings or registrations with) any Governmental Entity required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made and shall remain in full force and effect (as the case may be), except for filings and any other documents required to be filed after the Closing and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect (all such consents, authorizations, orders, approvals, filings and registrations being referred to herein as the "Requisite Regulatory Approvals"); (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailby the Settlement Agreements shall have been consummated (including the execution and delivery of the GenAm Option Agreement and the Value Confidentiality Agreement); (d) Any any waiting periods, including any extension thereof, period applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, hereby under the HSR Act, Act shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyerterminated; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closing.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party the parties to consummate effect the transactions contemplated herein is Merger shall be subject to the satisfaction at or waiver prior to the Closing Effective Time of the following conditions precedentconditions: (a) The Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of CCCI and TelaLink in accordance with applicable law. (b) All required approvals, consents or waivers of governmental authorities with respect to this Agreement (including the Merger) and the transactions contemplated hereby shall have been obtained and shall remain in full force and effect, and all applicable statutory waiting periods (including without limitation all applicable statutory waiting periods relating to the Merger) shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities that are necessary or appropriate to the consummation of the transactions contemplated by this Agreement except those approvals, consents or waivers, if any, for which failure to obtain would not, individually or in the aggregate, have a material adverse effect on CCCI or TelaLink (after giving effect to the transaction contemplated hereby); provided, however, that no approval, consent or waiver referred to in this Section 7.1 shall be deemed to have been received if it shall include any condition or requirement that reasonably would result in a material adverse effect on CCCI or TelaLink. (c) All other requirements prescribed by law which are necessary to the consummation of the transaction contemplated by this Agreement shall have been satisfied. (d) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, or any other transaction contemplated by this Agreement, and no litigation or proceeding shall be pending against any of the parties herein or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (e) No statute, rule rule, regulation, order, injunction or regulation decree shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits which prohibits, restricts or restricts the makes illegal consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, actionMerger, or any other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions transaction contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and. (f) The transactions contemplated by each In the event either CCCI or TelaLink (but not both) has Dissenting Shareholders, such Dissenting Shareholders shall hold less than 10% of the Ancillary Agreements relating to outstanding stock of such entity. (g) In the transfer event both CCCI and TelaLink have Dissenting Shareholders, the sum of (i) the Assets percentage of shares held by Non-U.S. Companies CCCI's Dissenting Shareholders plus (ii) the percentage of shares held by TelaLink's Dissenting Shareholders shall be or have been consummated simultaneously with or immediately prior to the Closingless than 10%.

Conditions to Each Party’s Obligations. The respective obligation of each party to consummate the transactions contemplated herein is hereby shall be subject to the satisfaction at or, where permissible, waiver, on or prior to the Closing Date, of the following conditions precedentconditions: (a) No statuteThe waiting period applicable to the Merger under the HSR Act shall have expired or been terminated. (b) None of the parties shall be subject to any order, rule judgment, injunction, decree or regulation ruling, or other action of a court or other Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the Merger or any other transactions contemplated by this Agreement; PROVIDED that each of the parties shall have used its reasonable best efforts to appeal as promptly as practicable any such order, judgment, injunction, decree, ruling or other action. (c) The Company Shareholder Approval shall have been enactedobtained in accordance with the Texas Business Corporation Act and the Company's Certificate of Incorporation and By-laws. (d) The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order. (e) All Regulatory Filings and Consents (including, enteredwithout limitation, promulgated or enforced by any court or governmental authority that prohibits or restricts the Other Antitrust Filings and Consents) which are necessary for the consummation of the transactions contemplated herebyMerger shall have been made or obtained, other than suitsor any waiting period (whether requisite or voluntary) under any Foreign Antitrust Laws shall have expired, actions in each case, to the extent that the failure to make or proceedings that are unlikely obtain such Regulatory Filings or Consents or of the waiting period to have expired, in the aggregate, is reasonably likely, individually or in the aggregate, to have a reasonable chance Material Delaying Effect (all such Consents, Regulatory Filings and the lapse of prevailing; (b) There all such waiting periods being referred to as the "REQUISITE REGULATORY APPROVALS"), and all such Requisite Regulatory Approvals shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) full force and effect. There shall not be any suitstatute, actionlaw, rule or other proceeding pending by any governmental authority or administrative agency or commission regulation that seeks to enjoin or otherwise prevent makes consummation of the transactions contemplated hereby other than suits, actions illegal or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; andprohibited. (f) The transactions contemplated Company shall have received the Requisite Waivers, and, if Parent shall have requested the Company to prepare and distribute a Tender Offer Statement, the holders of a Requisite Majority shall have tendered the Notes held by each them, and the Company shall have received written notice of the Ancillary Agreements relating approval of a Requisite Majority for the amendments and/or waivers described in the final version of such Tender Offer Statement distributed to holders of Notes, and, with respect to any Notes which remain outstanding, the Trustee with respect to the transfer of the Assets by Non-U.S. Companies Notes shall be or have been consummated simultaneously with or immediately prior executed and delivered to the ClosingCompany a supplemental indenture acceptable in form and substance to Parent. (g) RV shall have acquired, directly or indirectly, the Netstream Shares free and clear of any Encumbrances other than any Encumbrances created pursuant to this Agreement.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the transactions contemplated herein is Merger shall be subject to the satisfaction at on or prior to the Closing Date of each of the following conditions precedentconditions: (a) No statute, rule or regulation This Agreement and the Merger shall have been enactedapproved and adopted by the affirmative vote or consent of the holders of at least a majority of the outstanding shares of Company Common Stock. (b) All consents, enteredauthorizations, promulgated orders and approvals of (or enforced by filings or registrations with) any court or governmental authority that prohibits or restricts other regulatory body required in connection with the execution, delivery and performance of this Agreement, the failure to obtain which would prevent the consummation of the transactions contemplated hereby, other than suits, actions Merger or proceedings that are unlikely to have a reasonable chance Material Adverse Effect on Company or a Material Adverse Effect on Parent, shall have been obtained without the imposition of prevailing;any condition having a Material Adverse Effect on Company or a Material Adverse Effect on Parent. (bc) There All authorizations, consents, waivers and approvals from parties to contracts or other agreements to which any of Company or Parent (or their respective subsidiaries) is a party, or by which either is bound, as may be required to be obtained by them in connection with the performance of this Agreement, the failure to obtain which would prevent the consummation of the Merger or have, individually or in the aggregate, a Material Adverse Effect on Company or, individually or in the aggregate, a Material Adverse Effect on Parent, shall not be in effect any judgment, order, injunction have been obtained. (d) Early termination shall have been granted or decree of applicable waiting periods shall have expired under the HSR Act. (e) No governmental authority or other regulatory body (including any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (cjurisdiction) There shall not be have enacted, issued, promulgated, enforced or entered any suitlaw, actionrule, regulation, executive order, decree, injunction or other proceeding pending by order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making illegal, materially restricting or in any governmental authority way preventing or administrative agency prohibiting the Merger or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and. (f) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose, or under the proxy rules of the SEC pursuant to the Exchange Act and with respect to the transactions contemplated hereby, shall be pending before or threatened by the SEC. At the effective date of the Registration Statement, the Registration Statement shall not contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, and, at the mailing date of the Proxy Statement and the date of the Shareholders' Meeting, the Proxy Statement shall not contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein not misleading. (g) Parent and Company each shall have obtained a written opinion of King & Spalding, counsel to Parent, reasonably acceptable to Parent and Company (the "Tax Opinion"), to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and that the exchange in the Merger of Parent Common Stock for Company Common Stock will not give rise to gain or loss to the stockholders of Company with respect to such exchange (except to the extent of any cash paid in lieu of fractional shares). The Tax Opinion will be addressed to each of the Ancillary Agreements relating Parent and Company. (h) The shares of Parent Common Stock to be issued pursuant to this Agreement and pursuant to the transfer of the Assets by Non-U.S. Companies Company Stock Options shall be or have been consummated simultaneously with or immediately prior authorized for listing on the NYSE, subject to the Closingofficial notice of issuance.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the transactions contemplated herein is Merger shall be subject to the satisfaction fulfillment or waiver at or prior to the Closing of the following conditions precedentconditions: (a) No statute, rule or regulation The other party shall have been enacted, entered, promulgated performed in all material respects its agreements contained in this Agreement required to be performed on or enforced by any court or governmental authority that prohibits or restricts prior to the consummation Closing and the representations and warranties of the transactions contemplated hereby, other than suits, actions party shall be true and correct in all material respects on and as of (i) the date made and (ii) the Closing Date with the same effect as if made on that date; and the other party shall have delivered a certificate of its chief executive officer or proceedings a co-chairman to that are unlikely to have a reasonable chance of prevailingeffect; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation Each of the transactions contemplated herebyWest Shareholders Approval (including the requisite approval of West's shareholders to West's Amended and Restated Declaration of Trust) and the East Shareholders Approval shall have been obtained; (c) There The Form 8-A registration statement of West for the West New Preferred Stock shall not be any suithave been declared effective by the SEC and the Registration Statement shall have become effective in accordance with the Securities Act, action, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been initiated or other proceeding pending threatened by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailCommission; (d) Any waiting periods, including any extension thereof, applicable to The shares of West Common Stock and West New Preferred Stock issuable in the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, Merger shall have been obtained or givenapproved for listing on the Exchange, subject to notice of issuance; (e) Buyer Each of West and East shall have received the Financing under the Financing Letters, upon the terms set forth a favorable opinion (in the Financing Letters on the date hereof or under such other terms as may be form and substance reasonably satisfactory to BuyerWest and East, respectively) from Xxxxx, Xxxxx & Xxxxx (who may rely upon factual representations made by West, East, and shareholders of East who hold 5% or more of the outstanding East Common Stock) to the effect that for United States federal income tax purposes the Merger shall qualify as a reorganization within the meaning of Section 368 of the Code and that each of West and East will be a party to the reorganization within the meaning of Section 368(b) of the Code; (f) Each of West and East shall have received a favorable opinion (in form and substance reasonably satisfactory to West and East, respectively) from Xxxxx, Xxxxx & Xxxxx (who may rely upon factual representations made by West and East) to the effect that the consummation of the Merger and the performance of this Agreement will not jeopardize the status of West as a "real estate investment trust" under the Code; (g) No 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 best efforts to have any such injunction, order or decree lifted); and (fh) The transactions contemplated by each Each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies East Required Statutory Approvals described in Section 3.3(c)(i) and (ii) and West Required Statutory Approvals described in Section 4.3(c)(i) and (ii) shall be or have been consummated simultaneously with or immediately prior to obtained and be in effect at the Closing, and the East Required Consents and West Required Consents shall have been obtained and be in effect at the Closing.

Conditions to Each Party’s Obligations. The respective obligation obligations of -------------------------------------- each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to the Closing of the following conditions precedentconditions: (a) No statutethis Agreement, rule or regulation the Merger and the Contribution shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts received the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailingRequisite Shareholder Approval; (b) There all applicable waiting periods (and any extensions thereof) under the HSR Act relating to the Merger and/or the Contribution shall have expired or otherwise been terminated; (i) Engage shall either have obtained a written opinion from Delaware counsel reasonably acceptable to the Company that shares of Engage Common Stock held by CMGI will not be disqualified from voting in favor of this Agreement and the terms of the Contribution at a meeting of the stockholders of Engage, or (ii) such approval of the Engage stockholders shall have taken place. (d) the California Department of Corporations shall have approved the Section 3(a)(10) Applications and issued a permit qualifying the Merger Shares and the Contribution Shares pursuant to Section 25113 of the California Corporate Securities Law of 1968, as amended, or the Form S-4(s) of CMGI and Engage shall have been declared effective by the SEC and there shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining stop order suspending the consummation effectiveness of the transactions contemplated hereby; (cpermits or the Form S-4(s) There shall not be or any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or givenseeking such a stop order; (e) Buyer Except as provided in subsection (c) above, Engage shall have received obtained all of the Financing under waivers, permits, consents, approvals or other authorizations, and effected all of the Financing Lettersregistrations, upon the terms set forth in the Financing Letters filings and notices, which are required on the date hereof or under such other terms as may be reasonably satisfactory to Buyerpart of Engage; and (f) The transactions contemplated no temporary restraining order, preliminary or permanent injunction, or other order issued by each any court of competent jurisdiction or other legal or regulatory restraints or prohibition preventing the consummation of the Ancillary Agreements relating Merger or the Contribution or materially limiting or restricting CMGI's or Engage's conduct or operation of the business of CMGI, Engage or the Company after the Merger Closing Date shall have been issued, nor shall any proceedings brought by any Governmental Entity 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 transfer Merger or the Contribution which would affect the effectiveness of the Assets by Non-U.S. Companies shall be Merger or have been consummated simultaneously with or immediately prior to the ClosingContribution.

Conditions to Each Party’s Obligations. The respective obligation of each party to consummate effect the transactions contemplated herein is hereby and by the Related Agreements shall be subject to the satisfaction fulfillment at or prior to the Merger Closing of the following conditions precedentconditions: (a) No statuteThe other party shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Merger Closing, rule or regulation and the representations and warranties of each such other party shall be true and correct in all material respects on and as of (i) the date made and (ii) the Merger Closing date with the same effect as if made on that date; and each party shall have received a certificate of an executive officer of each such party to that effect; (b) This Agreement, the Related Agreements and the transactions contemplated hereby and thereby shall have been enactedapproved by the affirmative vote of a majority of the ATLANTIC Common Shares and the SCG shareholders' Approval shall have been obtained; (c) The ATLANTIC Registration Statement and the SCG Warrant Registration Statement shall each have become effective in accordance with the provisions of the Securities Act, enteredand no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been initiated or threatened by the Commission; (d) ATLANTIC and SCG shall have received a study from Xxxxxx Xxxxxxxx LLP or another nationally recognized independent certified public accounting firm concluding that the accumulated earnings and profits for the SCG Subsidiaries as of December 31, promulgated 1996 and the projected earnings and profits of the SCG Subsidiaries for the period beginning January 1, 1997 and ending on the Merger Closing date are in the aggregate less than $5,000,000; (e) Each of ATLANTIC and SCG shall have received a favorable opinion of Xxxxx, Xxxxx & Xxxxx (substantially in the form set forth in Exhibit VIII hereto) to the effect that the mergers described in Section 2.1 each will qualify as a reorganization within the meaning of Section 368 of the Code and that each of ATLANTIC, the SCG Subsidiaries, and the subsidiary of ATLANTIC that shall be the surviving corporation in such mergers will be a party to the reorganization within the meaning of Section 368(b) of the Code will constitute a transaction subject to the reorganization provisions of the Code and related provisions; (f) ATLANTIC and SCG shall have received (i) an opinion from Xxxxx, Xxxxx & Xxxxx (substantially in the form set forth in Exhibit VIII hereto) that the performance of this Agreement will not jeopardize the status of ATLANTIC as a "real estate investment trust" under the Code or enforced (ii) a favorable ruling from the Internal Revenue Service to the effect that the Warrant Issuance will be respected for federal income tax purposes as a direct issuance of the SCG Warrants by SCG to the shareholders of ATLANTIC and an opinion from Xxxxx, Xxxxx & Xxxxx (substantially in the form set forth in Exhibit VIII hereto) that the performance of this Agreement will not jeopardize the status of ATLANTIC as a "real estate investment trust" under the Code; (g) No preliminary or permanent injunction or other order or decree by any federal or state court or governmental authority that prohibits or restricts which prevents the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely by this Agreement and the Related Agreements shall have been issued and remain in effect (each party agreeing to use its best efforts to have a reasonable chance of prevailingany such injunction, order or decree lifted); (bh) There shall not be in effect any judgmentAll governmental consents, order, injunction or decree of any court of competent jurisdiction enjoining orders and approvals legally required for the consummation of the transactions contemplated hereby; by this Agreement and the Related Agreements shall have been obtained and be in effect at the Merger Closing (c) There shall not be any suitincluding ATLANTIC Required Statutory Approvals and SCG Required Statutory Approvals), actionand all consents, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent orders and approvals legally required for the consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, Related Agreements shall have expired or been terminated and obtained; (i) Each of the parties shall have acquired all other material governmental authorizations or approvals consents required in connection with from third parties necessary to consummate the transactions contemplated by this Agreement, including but not limited to, the approvals ; (j) All agreements set forth in Section 5.3(c) hereof, on Schedule 7.1 shall have been obtained or given; (e) Buyer shall have received terminated effective as of the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to BuyerClosing; and (fk) The transactions contemplated by SCG shall have forgiven all indebtedness owing to it from each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingSCG Subsidiary.

Conditions to Each Party’s Obligations. The respective obligation of each party to consummate effect the transactions contemplated herein is by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedentconditions: (a) No statuteall authorizations, rule consents, registrations, notices or regulation approvals required by third parties (other than Governmental Antitrust Entities) and set forth in Schedule 7.1(a) hereto shall have occurred or been enacted, entered, promulgated or enforced by obtained; (b) any court or governmental authority that prohibits or restricts waiting period (and any extension thereto) (i) applicable to the consummation of the transactions contemplated hereby, other than suits, actions by this Agreement under the HSR Act shall have expired or proceedings that are unlikely to have a reasonable chance of prevailing; been terminated and (bii) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining approval by the consummation European Commission of the transactions contemplated herebyby this Agreement shall have been obtained pursuant to the EU Merger Regulation; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any all waiting periods, including any extension thereof, periods applicable to the transactions contemplated by this Agreement or any Ancillary Agreement under any applicable other antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, competition law shall have expired or been terminated terminated, all filings required by law to be made prior to Closing by TRW or Buyer with, and all other material governmental consents, approvals and authorizations required by law to be obtained prior to Closing by TRW or approvals required by Buyer from any Governmental Antitrust Entities under any applicable foreign antitrust or competition law (collectively, "Governmental Antitrust Consents") in connection with order to consummate the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, Agreement shall have been made or obtained (as the case may be), except where the failure for such waiting periods to expire or given; (e) Buyer shall have received the Financing under the Financing Lettersto be terminated, upon the terms set forth to make such filings, or to obtain any such Governmental Antitrust Consents, individually or in the Financing Letters on aggregate, is not reasonably likely to have a Material Adverse Effect if the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating this Agreement were consummated to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closing.extent legally permissible;

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate this Agreement to effect the transactions contemplated herein is Merger and the other Transactions shall be subject to the satisfaction or, to the extent waivable, waiver at or prior to the Closing of the following conditions precedentconditions: (a) No statuteAt the Special Meeting (including any adjournments thereof), rule or regulation the Required SPAC Shareholder Matter shall have been enactedduly adopted by the SPAC Shareholders in accordance with the Cayman Companies Act, enteredthe SPAC’s Governing Documents and the Nasdaq rules and regulations, promulgated as applicable. (b) The Company Shareholder Approval shall have been obtained in accordance with applicable law and the Governing Documents of the Company. (c) All applicable waiting periods (and any extensions thereof) under Antitrust Laws will have expired or enforced by otherwise been terminated. (d) No provision of any court applicable Legal Requirement prohibiting, enjoining, restricting or governmental authority that prohibits or restricts making illegal the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There Transactions shall not be in effect any judgmenteffect, orderand no temporary, injunction preliminary or decree of any court of competent jurisdiction enjoining permanent restraining Order enjoining, restricting or making illegal the consummation of the transactions contemplated hereby; (c) There Transactions will be in effect or shall not be any suit, action, or other proceeding pending threatened in writing by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation a Governmental Entity of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;competent jurisdiction. (e) Buyer The shareholders of SPAC shall have received voted to amend and restate the Financing under the Financing Letters, upon the terms set forth articles of association of SPAC in the Financing Letters on form of the date hereof or under such other terms Amended and Restated Articles as may be reasonably satisfactory of immediately prior to Buyer; andthe Effective Time. (f) The transactions contemplated by each Registration Statement shall have become effective in accordance with the provisions of the Ancillary Agreements relating Securities Act, and shall not be subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the transfer Registration Statement. (g) The shares constituting the Merger Consideration shall be approved for listing upon the Closing on the Listing Exchange. (h) The 103K Tax Ruling (or, if sought by the Company in accordance with Section 6.04, the 104H Interim Tax Ruling) and the Israeli Option Tax Ruling shall have been obtained from the ITA and be in effect. (i) At least fifty (50) days shall have elapsed after the filing of the Assets by Non-U.S. Merger Proposal with the Companies Registrar and at least thirty (30) days shall be or have elapsed after the Company Shareholder Approval has been received. (j) The ISA Exemptions shall have been consummated simultaneously with or immediately prior to the Closingobtained.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party at the Closing to consummate effect the transactions contemplated herein is Transactions will be subject to the satisfaction at or prior to the Closing of the following conditions precedent:(each of which shall be determined and may be relied upon on an independent basis): (a) No statute, rule or regulation shall the Clearwire Stockholder Approval will have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts obtained in accordance with the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailingDGCL and Nasdaq rules; (b) There shall not be in effect any judgmentthe Registration Statement will have become effective under the Securities Act, order, injunction or decree of any court of competent jurisdiction enjoining and no stop order suspending the consummation effectiveness of the transactions contemplated herebyRegistration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC; (c) There shall not be any suit, action, no applicable Law will prohibit or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent the consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailTransactions; (d) Any the expiration or termination of the waiting periods, including any extension thereof, period applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, consummation of the Transactions under the HSR Act, shall have expired the expiration or been terminated and all other material governmental authorizations or approvals required in connection with termination of any mandatory waiting period applicable to the transactions contemplated by this AgreementTransactions under any applicable foreign antitrust Laws, including but not limited toand, if applicable, the approvals set forth receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 5.3(c) hereof, shall have been obtained or given10.3(d); (e) Buyer the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance; (i) the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (n) (i) Clearwire shall have received the Financing under the Financing Lettersan opinion from Tax Counsel, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be form and substance reasonably satisfactory to Buyerthe Parties, to the effect that the Recapitalization and the Merger will qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and (ii) NewCo LLC shall have received an opinion from Tax Counsel, in form and substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be treated as a partnership for U.S. federal income tax purposes; and (fo) The transactions contemplated by each Clearwire shall have received written consents of the Ancillary Agreements relating Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the transfer execution and delivery of this Agreement and the consummation of the Assets by Non-U.S. Companies shall be Transactions (the “Credit Agreement Consent”) or have been consummated simultaneously with or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the ClosingClosing shall have been refinanced in full in accordance with this Agreement (the “Credit Agreement Refinancing”).

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to waiver by each of the Closing Parties of the following conditions precedent: conditions: (a) No statutethis Agreement and the Merger shall have received the Requisite Stockholder Approval; (b) the S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, rule or regulation and no stop order suspending the effectiveness of the Registration Statement shall have been enactedissued by the SEC and remain in effect; (c) no writ, enteredorder, promulgated decree or enforced by any injunction of a court of competent jurisdiction or governmental authority that entity shall have been entered against the Company, Parent or their subsidiaries which prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; Merger; (d) Any the waiting periodsperiod(s), including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitationif any, under the HSR Act, Act shall have expired or been terminated expired; and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer Parent shall have received a letter as described in Section 6.15 herein to the Financing under effect that Parent may treat the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms Merger as may be reasonably satisfactory to Buyera "pooling-of-interests" for accounting purposes; and (f) The transactions contemplated by each Company shall have received a letter as described in Section 6.15 herein to the effect that the Company may treat the Merger as a "pooling-of-interests" for accounting purposes; (g) Parent shall have received an opinion from Kattxx Xxxxxx & Xavix, dated the Closing Date, based upon certain factual representations of Parent and the Company, to the effect that the Merger will constitute a reorganization for federal income tax purposes within the meaning of Section 368(a) of the Ancillary Agreements relating Code and no gain or loss will be recognized by Parent or its stockholders as a result of the Merger, other than with respect to the transfer receipt of cash in lieu of fractional shares; and (h) The Company shall have received an opinion from Troy & Xoulx, xxted the Closing Date, based upon certain factual representations of Parent and the Company, to the effect that the Merger will constitute a reorganization for federal income tax purposes within the meaning of Section 368(a) of the Assets Code and no gain or loss will be recognized by Non-U.S. Companies shall be the Company or have been consummated simultaneously its stockholders as a result of the Merger, other than with or immediately prior respect to the Closingreceipt of cash in lieu of fractional shares.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate effect the transactions contemplated herein is Closing are subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedentconditions: (a) No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by All consents and approvals of any court or governmental authority that prohibits or restricts Governmental Authority required for the consummation of the transactions contemplated herebyby this Agreement shall have been obtained and shall remain in full force and effect, other than suits, actions or proceedings that are unlikely and any waiting period applicable to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; hereby shall have expired or been terminated, and no such consents or approvals shall (ci) There shall not be contain any suitconditions, actionrestrictions or requirements which Purchaser reasonably determines in good faith would, individually or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation in the aggregate, materially reduce the benefits of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust to Purchaser or trade regulation laws and regulationsimposes a financial, includingoperational or other requirement on the Company or Purchaser to such a degree that Purchaser would not have entered into this Agreement had such conditions, without limitationrestrictions or requirements been known at the date hereof (any such condition, under restriction or requirement, a “Purchaser Burdensome Condition”) or (ii) contain any conditions, restrictions or requirements which Seller reasonably determines in good faith would, individually or in the HSR Actaggregate, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with materially reduce the benefits of the transactions contemplated by this AgreementAgreement to Seller or imposes a financial, including but operational or other requirement on Seller or its Affiliates to such a degree that Seller would not limited tohave entered into this Agreement had such conditions, restrictions or requirements been known at the approvals set forth in Section 5.3(cdate hereof (any such condition, restriction or requirement, a “Seller Burdensome Condition”). (i) hereofNo statute, rule, regulation, order, decree, proceeding or injunction shall have been obtained issued, enacted, entered, promulgated, initiated, proposed or given; (e) Buyer shall have received enforced by a Governmental Authority that prohibits, restricts or makes illegal the Financing under consummation of the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each this Agreement or the Transaction Documents and (ii) no proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (c) No Governmental Authority shall have taken any action or issued any order, directive or agreement that would prevent the execution and consummation of the Ancillary Agreements relating to transactions contemplated by the transfer of Fronted Automobile Business Novation Agreement or the Assets by Non-U.S. Companies shall be Fronted Homeowners Business Novation Agreement on or have been consummated simultaneously with or immediately prior to the ClosingClosing Date.

Conditions to Each Party’s Obligations. The respective obligation of each party to effect the sale contemplated by this Agreement and to consummate the other transactions contemplated herein hereby on the Closing is subject to the satisfaction at or prior to the Closing written waiver of the following conditions precedentconditions: (ai) No statute, rule or regulation The closing of the Offering shall have been enacted, entered, promulgated occurred prior to or enforced by any court or governmental authority that prohibits or restricts simultaneously with the consummation closing of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing;. (bii) There The Formation Transactions shall have been consummated not be in effect any judgmentlater than the Closing Date. (iii) All consents and approvals of Governmental Authorities or third parties, order, injunction or decree including the waiver of any court applicable right of competent jurisdiction enjoining first offer or right of first refusal with respect to the consummation Equity Interests or any Seller’s, Purchased Entity’s or Subsidiary Entity’s interest in any of the transactions contemplated hereby; (c) There shall not be Properties and any suit, action, consent or other proceeding pending approval required by any governmental authority or administrative agency or commission that seeks Existing Loan Documents (as hereinafter defined), necessary for the parties hereto to enjoin or otherwise prevent consummation of consummate the transactions contemplated hereby other than suits, actions or proceedings that are unlikely (except for those the absence of which would not have a material adverse effect on the ability of any party hereto to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with consummate the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;waived in writing. (eiv) Buyer No Governmental Authority shall have received enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunction or other Order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of any of the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each in this Agreement nor shall any of the Ancillary Agreements relating to same brought by a Government Authority of competent jurisdiction be pending that seeks the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingforegoing.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the transactions contemplated herein is by this Agreement shall be subject to the satisfaction at on or prior to the Closing Date of the following conditions precedentunless waived by such party: (a) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration or early termination of waiting periods imposed by, any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement, including under applicable federal and state securities laws, and including the waiting period required by the Hart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and regulations promulgated thereunder (the "HSR Act"), shall have been filed, occurred or been obtained. (b) This Agreement shall have been approved and adopted by the stockholders of the Company and Acquisition Corp. (c) No temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transactions contemplated by this Agreement shall have been issued by any federal or state court and remain in effect, and no litigation brought by any Governmental Entity seeking the issuance of such an order or injunction shall be pending which, in the good faith judgment of the Company's or TSI's board of directors, has a reasonable probability of resulting in such order, injunction or damages. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (d) No statute, rule or regulation shall have been enacted, entered, promulgated or enforced enacted by any court or governmental authority Governmental Entity that prohibits or restricts makes the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust illegal, prohibits TSI's ownership or trade regulation laws and regulationsoperation of all or a material portion of the business or assets of the Company, includingor compels TSI to dispose of or hold separate all or a material portion of the business or assets of the Company, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with as a result of the transactions contemplated by this Agreement, including but not limited toor renders TSI or the Company unable to consummate the transactions contemplated by this Agreement, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;except for any waiting period provisions. (e) Buyer TSI, each Stockholder, the Stockholders' Representative and the Escrow Agent shall have received entered into the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the ClosingEscrow Agreement.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the Merger and the other transactions contemplated herein is in the Transaction Documents are subject to the full and complete satisfaction at or prior to the Closing of the following conditions precedentunless any such condition is waived, in writing, by the other Parties: (a) No statuteAEPP, rule or regulation Merger Sub and Oncolix shall have been enacted, entered, promulgated or enforced by any court or governmental authority be satisfied that prohibits or restricts the consummation issuances of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance Merger Shares in the Merger shall be exempt from registration with the Commission under Regulation D of prevailingthe Securities Act and Section 4(a)(2) of the Securities Act; (b) There shall not be in effect any judgment, no temporary restraining order, preliminary or permanent injunction or decree of other Order issued by any court of competent jurisdiction enjoining or other legal or regulatory restraint or prohibition preventing the consummation of the transactions contemplated herebyMerger shall have been issued, nor shall any proceeding brought by any Governmental Body, 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 makes the consummation of the Merger illegal; (c) There AEPP, Merger Sub and Oncolix shall not be any suitsatisfied that additional financing in a minimum amount of $1 million, actionon terms acceptable to each Party, shall close at or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of about the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailEffective Time; (d) Any waiting periodsAEPP, including any extension thereof, applicable Merger Sub and Oncolix shall be satisfied that the existing convertible notes issued by Oncolix shall be exchanged for substantially identical securities issued in the financing referred to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c5.1(c) hereofabove, shall have been obtained repaid from such financing proceeds, or given;otherwise provided for; and (e) Buyer As of the Effective Time, Oncolix shall not have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof notice from Oncolix shareholders representing 20% or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each more of the Ancillary Agreements relating capital stock of Oncolix perfecting dissenter’s rights pursuant to DGCL Section 262 within 20 days after the transfer mailing date of the Assets such notice by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior Oncolix to the Closingits shareholders.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to the Closing waiver of the following conditions precedentconditions: (a) No statute, rule or regulation the Company shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts obtained (and shall have provided copies thereof to the consummation Parent) the written consents of (i) all of the transactions contemplated herebymembers of its Board of Directors, (ii) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding Company Shares entitled to vote on this Agreement and the Merger, voting as a single class on an as-converted basis, (iii) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding Company Common Shares entitled to vote on this Agreement and the Merger and (iv) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding shares of Company Preferred Shares entitled to vote on this Agreement and the Merger, in each case to approve the execution, delivery and performance by the Company of this Agreement and the other than suitsTransaction Documentation to which the Company is a party, actions or proceedings that are unlikely in form and substance reasonably satisfactory to have a reasonable chance of prevailingthe Parent; (b) There prior to the Closing, the Company and the Parent shall not have in escrow in connection with the Private Placement Offering an amount of cash that, together with the principal amount of the Bridge Notes to be in effect any judgmentconverted at the Closing of the Private Placement Offering, orderequals at least $14,000,000, injunction or decree and the conditions to the closing of any court of competent jurisdiction enjoining such Private Placement Offering shall have been satisfied (other than the consummation of the transactions Merger and those other conditions that, by their nature, will be satisfied at the Closing of the Private Placement Offering) and such amount of gross proceeds shall be unencumbered cash available to the Parent and the Surviving Corporation at the Effective Time (other than as expressly contemplated herebyby this Agreement); (c) There the Company shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks have provided evidence reasonably satisfactory to enjoin or otherwise prevent consummation the Parent and the Acquisition Subsidiary of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail;termination of the Company agreements set forth on Schedule 5.1(c); and (d) Any waiting periodsthe Lock-Up Agreements, including any extension thereof, applicable to SAFE Conversion Agreements and Registration Rights Agreement executed by the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws parties thereto shall be in full force and regulations, including, without limitation, under the HSR Act, effect and shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained revoked, rescinded or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under otherwise repudiated by such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingparties.

Conditions to Each Party’s Obligations. The respective obligation of each party to consummate effect the transactions contemplated herein is Merger shall be subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) at or prior to the Closing Effective Time of the following conditions precedentconditions: (a) No this Agreement and the Merger shall have been approved and adopted by the requisite majority vote of the Shareholders of the Company in accordance with applicable law and regulatory requirements and the Company's Articles of Organization; (b) the waiting period applicable under HSR shall have expired or terminated; (c) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect, and no statute, rule rule, regulation, order, injunction or regulation decree shall have been enacted, entered, promulgated or enforced by any court Governmental Entity which prohibits, restricts or governmental authority that prohibits or restricts makes illegal the consummation of the transactions contemplated herebyMerger, provided, however, that the parties shall have used their best efforts to prevent any such rule, regulation, injunction, decree or other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing; (b) There shall not be in effect any judgment, order, injunction or and to appeal as promptly as possible any injunction, decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission order that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevailmay be entered; (d) Any waiting periodsall authorizations, including any extension thereof, applicable approvals or consents required to permit the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under consummation of the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, Merger shall have been obtained and be in full force and effect, except where the failure to have obtained any such authorizations, approvals or givenconsents would not, individually and/or in the aggregate, have a Company Material Adverse Effect; (e) Buyer The Merger Sub or its permitted assignee shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating purchased all Shares validly tendered and not withdrawn pursuant to the transfer of Offer and the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior Minimum Condition to the ClosingOffer has been satisfied.

Conditions to Each Party’s Obligations. The respective obligation of each party the Parties to consummate proceed with the transactions Closing contemplated herein hereby is subject to the satisfaction at on or prior to the Closing Date of all of the following conditions precedentconditions, any one or more of which may be waived in writing, in whole or in part, by such Parties: (a) No statute, rule or regulation (i) each of the items set forth in Section 5.5 to be submitted to the Shareholders at the First Shareholders’ Meeting shall have been enacted, entered, promulgated or enforced adopted and approved by any court or governmental authority that prohibits or restricts the consummation requisite vote of the transactions contemplated herebyholders of the issued and outstanding Common Shares as set forth in Section 4.26, other than suitsand (ii) the Company shall have received proxies authorizing management’s proxies to vote to approve and adopt, actions or proceedings that are unlikely by the requisite vote of the holders of the issued and outstanding Common Shares as set forth in Section 4.26, each of the items set forth in Section 5.5 to be submitted to the Shareholders at the Second Shareholders’ Meeting and the Third Shareholders’ Meeting, and none of such proxies shall have a reasonable chance been revoked by the time of prevailingthe Closing; (b) There shall not be in effect all waiting periods under any judgment, order, injunction applicable pre-merger notification Law has expired or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated herebyterminated; (c) There the Parties shall not have received all other consents and approvals from any Governmental Entity, the absence of which would be any suit, action, reasonably likely to have a Company Material Adverse Effect or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevaila Sponsor Material Adverse Effect; (d) Any waiting periodsthere shall not be any statute, including any extension thereofrule, regulation, judgment, order, decree, ruling or injunction enacted, issued, entered, or promulgated, applicable to the transactions contemplated Assets Sale or the Liquidation by this Agreement under applicable antitrust or trade regulation laws and regulationson behalf of a Governmental Entity that, includingdirectly or indirectly, without limitation, (i) prohibits the acquisition by Purchaser or Sponsor of any material Company Assets under the HSR ActAssets Sale or restrains or prohibits the consummation of the Assets Sale and the Liquidation, shall have expired (ii) prohibits or been terminated materially limits the ownership or operation by the Purchaser of a material portion of the business or assets of the Subsidiaries, taken as a whole, or of CF Leasing individually, (iii) compels the Company or any of its Subsidiaries to dispose of or hold separate any material portion of the business or assets of such a Person, in each case as a result of the Assets Sale and all the Liquidation, (iv) prohibits the Purchaser or the Sponsor from effectively controlling in any material respect any material portion of the business or operations of the Subsidiaries, taken as a whole, or CF Leasing individually (other material governmental authorizations than day to day management of such business or approvals required in connection with operations) or (v) otherwise materially adversely affects the transactions contemplated by this AgreementCompany and its Subsidiaries, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;taken as a whole; and (e) Buyer there shall have received the Financing under the Financing Lettersnot be instituted or pending any action, upon the terms set forth in the Financing Letters on the date hereof suit or under such other terms as may be proceeding brought by a Governmental Entity that seeks to, or is reasonably satisfactory likely to Buyer; and (f) The transactions contemplated by each result in, any of the Ancillary Agreements relating to the transfer effects described in sub-clauses (i) through (v) of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or clause (d) immediately prior to the Closingabove.

Conditions to Each Party’s Obligations. The respective Each party’s obligation of each party to consummate effect the transactions contemplated herein Closing is subject to satisfaction, or written waiver by the satisfaction at or prior party entitled to the Closing benefit thereof, of each of the following conditions precedentconditions: (a) No statute, rule any review or regulation investigation by CFIUS of the Transactions shall have been enactedconducted, entered, promulgated or enforced by any court or governmental authority and (i) CFIUS shall have determined that prohibits or restricts the consummation Transactions are not covered transactions and not subject to review under applicable Law; (ii) the parties shall have received written notice from CFIUS that review of the transactions contemplated herebyTransactions under Exon-Xxxxxx has been concluded and CFIUS shall have determined that there are no unresolved national security concerns with respect to the Transactions and advised that action under Exon-Xxxxxx, other than suitsand any investigation related thereto, actions has been concluded with respect to the Transactions; or proceedings that are unlikely (iii) CFIUS shall have sent a report to the President of the United States requesting the President’s decision on the CFIUS notice submitted by the parties and either (A) the period under Exon-Xxxxxx during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Transactions shall have expired without any such action being taken or (B) the President shall have announced a reasonable chance of prevailingdecision not to take any action to suspend, prohibit or place any limitations on the Transactions (collectively, the “CFIUS Condition”); (b) There no Law or order, writ, injunction, Judgment, decree or ruling (whether temporary, preliminary or permanent) enacted, promulgated, issued or entered by any Governmental Body (each, a “Restraint”) shall not be in effect any judgmentenjoining, orderrestraining, injunction preventing or decree of any court of competent jurisdiction enjoining prohibiting the consummation of Closing or making the transactions contemplated herebyClosing illegal; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation each of the transactions contemplated hereby other than suitsLegacy Consents shall have been obtained, actions or proceedings that are unlikely in form and substance reasonably satisfactory to prevaileach party, and shall be in full force and effect; (d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall Pre-Closing Liability Transfer Obligations have been obtained (i) cancelled, (i) assumed or given;otherwise guaranteed by Buyer or its Affiliates, effective as of the Closing, or (ii) otherwise secured by the taking of such actions as may be mutually agreed between Buyer and Seller; and (e) Buyer shall have received each party is reasonably satisfied that the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each transition of the Ancillary Agreements relating payroll process to the transfer of the Assets by Non-U.S. Companies shall be or have Buyer and/or its Affiliates has been consummated simultaneously with or immediately prior to the Closingcompleted.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party to consummate effect the transactions contemplated herein is Merger shall be subject to the satisfaction fulfillment or waiver at or prior to the Closing Effective Time of the following conditions precedentconditions: (a) This Agreement shall have been adopted by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with applicable law; (b) No statute, rule or regulation Legal Requirements shall have been enacted, entered, promulgated or enforced by any court or governmental authority Governmental Entity that prohibits prohibit or restricts prevent the consummation of the transactions contemplated herebyMerger; (i) All consents, authorizations, orders and approvals of (or filings or registrations with) any Governmental Entity required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made (as the case may be), except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect with respect to the Company or any Subsidiary or the Parent or materially adversely affect the ability of the Company, the Parent or the Merger Sub to perform their respective obligations hereunder and (ii) such consents, authorizations, orders and approvals shall be subject to no conditions other than suits, actions (A) conditions customarily imposed by insurance regulatory authorities or proceedings (B) other conditions that are unlikely could not reasonably be expected to have a reasonable chance of prevailing; (b) There shall not be in effect Material Adverse Effect with respect to the Company or any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suitSubsidiaries, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail;taken as a whole; and (d) Any waiting periods, including any extension thereof, period applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, Merger under the HSR Act, Act shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingterminated.

Conditions to Each Party’s Obligations. The respective obligation of each party to consummate effect the transactions contemplated herein is thereby shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions precedentconditions: (a) No statute, rule or regulation This Agreement and the transactions contemplated hereby shall have been enacted, entered, promulgated approved in the manner required by applicable law by the holders of the issued and outstanding shares of capital stock of Aptus and of Insynq. (b) No party to this Agreement shall be subject to any order or enforced by any injunction of a court or governmental authority of competent jurisdiction that prohibits or restricts the consummation of the transactions contemplated herebyby this Agreement. In the event any such order or injunction shall have been issued, other than suits, actions or proceedings that are unlikely each party agrees to use its reasonable efforts to have a reasonable chance of prevailing;any such injunction lifted or order reversed. (bc) There No material action, suit, proceeding, or investigation involving either party shall not have been initiated and be continuing, and all necessary approvals under state securities laws relating to the issuance or trading of Insynq Stock to be issued in effect connection with this transaction shall have been received. (d) All consents, authorizations, orders, and approvals of (or filings or registrations with) any governmental commission, board, or other regulatory body required in connection with the execution, delivery, and performance of this Agreement shall have been obtained or made, except for filings required to be filed after the Closing Date. (e) No action, suit, or proceeding shall be pending or threatened by or before any court or governmental body in which an unfavorable judgment, order, injunction or decree of would prevent any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings cause any such transaction to be declared unlawful or rescinded or that are unlikely could reasonably be expected to prevail;cause an Aptus Material Adverse Effect or a Material Adverse Effect. (df) Any waiting periods, including any extension thereof, applicable All documents and instruments to be delivered by the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required parties in connection with the transactions contemplated by hereby shall be in form and substance reasonably satisfactory to the parties and their respective counsel, and the parties shall have received such other documents and instruments as they may reasonably request in connection therewith. (g) Each party to this Agreement shall have completed to its satisfaction, due diligence investigation on the other, its shareholders, its business and operations, financial condition, outstanding liabilities, business prospects and other material information. (h) Each party to this Agreement shall have provided the information necessary to complete the Schedules and Exhibits to this Agreement and the Schedules and Exhibits must be completed and the information contained therein must be satisfactory to each party to this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;each such party's sole discretion. (ei) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies This Agreement shall be or have been consummated simultaneously with or immediately modified and amended to reflect changes, provisions, terms and conditions agreed upon by the parties hereto prior to the Closing. (j) None of these transactions contemplated hereby shall have been enjoined by the court or by any federal or state governmental branch, agency, commission or regulatory authority and not suit or other proceeding challenging the transactions contemplated hereby shall have been threatened or instituted and no investigative or other demand shall have been made by any federal or state governmental branch, agency, commission or regulatory authority. (k) Insynq shall continue to be listed and shall not have received any notice of impending delisting or suspension from the Nasdaq Electronic Bulletin Board.

Conditions to Each Party’s Obligations. (a) The respective obligation obligations of each party to consummate Greenhill, New Manager and Newco Holdco under Section 4.02 and the transactions contemplated herein is obligations of Xxxxxxx under Section 4.02(e) shall be subject to the satisfaction at or prior to the Closing waiver of the following conditions precedent:(as of each Separation Date): (ai) No statute, rule or regulation The requisite Investor Consent shall have been enactedobtained; (ii) To the extent required, entered, promulgated or enforced any consents by any court or governmental authority that prohibits or restricts Governmental Authority shall have been obtained; (iii) No provision of any Applicable Law shall prohibit the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing;be entered into pursuant to Section 4.02 on such Separation Date; and (biv) There shall not be in effect instituted or pending any judgmentaction or proceeding by or before any Governmental Authority which seeks to (A) make the transactions to be entered into pursuant to Section 4.02 on such Separation Date illegal or otherwise challenge, order, injunction restrain or decree of any court of competent jurisdiction enjoining prohibit the consummation of the such transactions contemplated hereby;or (B) cause such transactions to be rescinded following consummation. (cb) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail; (d) Any waiting periods, including any extension thereof, applicable In addition to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals conditions set forth in Section 5.3(c4.03(a), Xxxxxxxxx’x and New Manager’s obligations under Section 4.02 (including with respect to the Management Agreements) hereofshall be subject to the satisfaction or waiver by Greenhill of the following conditions (as of each Separation Date): (i) Greenhill shall not have terminated the License Agreement in accordance with the terms thereof; (ii) (A) Prior to the first Separation Date, no event shall have occurred that (had a Management Agreement been in effect on the date of the occurrence of such event) would have permitted Greenhill to terminate any Management Agreement and (B) after the first Separation Date, Greenhill shall not have terminated any Management Agreement in accordance with the terms thereof; (iii) No Key Person Event shall have occurred; (iv) With respect to the Separation Date for each Existing U.S. Fund, the applicable Newco Advisor, to the extent required, shall have been obtained or givenregistered as an investment adviser with the SEC under the Advisers Act and shall have delivered a copy to Greenhill of its Form ADV (part II) in a form reasonably acceptable to Greenhill; (ev) Buyer With respect to the Separation Date for GCPE, Newco (U.K.) shall have registered with the FSA; and (vi) Greenhill shall have received copies of the Financing under the Financing LettersCompliance Procedures in a form reasonably acceptable to Greenhill, upon the terms set forth it being understood and agreed that Compliance Procedures that are substantially similar to those in the Financing Letters existence for Xxxxxxxxx Capital Partners on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior deemed to the Closingbe acceptable for these purposes.

Conditions to Each Party’s Obligations. The respective obligation obligations of each party Party to consummate the transactions contemplated herein is Merger are subject to the satisfaction at or prior to waiver by each of the Closing Parties of the following conditions precedentconditions: (a) No statute, rule or regulation this Agreement and the Merger shall have been enacted, entered, promulgated or enforced approved and adopted by any court or governmental authority that prohibits or restricts the consummation requisite vote under applicable law of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance shareholders of prevailing;the Company and stockholders of Parent (if necessary); 44 (b) There the SEC shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining have declared the consummation S-4 Registration Statement effective; no stop order suspending the effectiveness of the transactions contemplated herebyS-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) There no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "Restraints") shall be in effect, and there shall not be pending any suit, action, action or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent Governmental Entity preventing the consummation of the transactions contemplated hereby other than suitsMerger; PROVIDED, actions or proceedings HOWEVER, that are unlikely each of the Parties shall have used reasonable efforts to prevailprevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) Any the waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, period(s) under the HSR ActAct and all applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or giventerminated; (e) Buyer the Parent Shares issuable to shareholders and other securityholders of the Company pursuant to this Agreement shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters been authorized for listing on the date hereof or under such other terms as may be reasonably satisfactory to BuyerNNM upon official notice of issuance; and (f) The transactions contemplated by Parent and the Company shall each have received written opinions from their respective tax counsel (Katxxx Xxxxxx Xxvxx and Morxxx, Xanxxxx & Marxxx, XLP, respectively), in form and substance reasonably satisfactory to them, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Ancillary Agreements relating Code and such opinions shall not have been withdrawn; provided, however, that if the counsel to either Parent or Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel to the transfer other Party renders such opinion to such Party. The Parties to this Agreement agree to make such reasonable representations as requested by such counsel for the purpose of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closingrendering such opinions.

Conditions to Each Party’s Obligations. The respective obligation of each party Party to consummate effect the transactions contemplated herein Swiss Transactions is subject to the satisfaction at satisfaction, on or prior to the Closing Date, of the following conditions precedentconditions, which may be waived by BRKR or Invest Shareholders: (a) No statute, rule or regulation The U.S. Closing shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts occurred; (b) The waiting periods (i) under the HSR Act applicable to the consummation of the transactions contemplated herebyTransactions shall have expired or been terminated and all necessary Consents of any Governmental Authority required for consummation of the Transactions shall have been obtained and (ii) applicable to the consummation of the Transactions and instituted by the European Commission and/or the European Union member states’ agencies shall have expired or been terminated and all requisite approvals, waiting or suspensory periods (and any extensions thereof), waivers, permits, consents, reviews, sanctions, orders, rulings, decisions, declarations, certificates and exemptions required for the consummation of the Transactions under any corresponding requirements of the European Union member states or competition regulatory authorities in other than suits, actions or proceedings that are unlikely to jurisdictions shall have a reasonable chance of prevailing;been obtained; and (bc) There shall not be in effect any judgment, order, injunction or decree Law of any court Governmental Authority of competent jurisdiction restraining, enjoining or otherwise preventing the consummation of the transactions contemplated hereby; (c) There shall not be by this Swiss Merger Agreement or any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail;Ancillary Agreements. (d) Any waiting periods, including any extension thereof, applicable to A ruling of the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under Merger Documents from the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, Commercial Register shall have been obtained or givenreceived, confirming that the Merger Documents are in line with Swiss law and that the Merger Filing will be registered in the Commercial Register upon the filing of the Merger Documents; (e) Buyer A confirmation of a specially qualified auditor pursuant to Article 25(2) of the Merger Act shall have been received from Invest and the Financing under Merger Sub confirming that there are no known or expected claims of Invest which could be jeopardized due to the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; andMerger; (f) The transactions contemplated by each A confirmation of Invest and the Merger Sub shall have been issued confirming that consultation proceedings with the employee representatives, pursuant to Article 28 of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or Merger Act, have been consummated simultaneously with or immediately prior to the Closing.taken place; and