Common use of Conditions to Obligation of the Company to Effect the Merger Clause in Contracts

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such date, and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger; (c) the Company shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable party.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such date, and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger; (c) the Company shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction reorganization under Section 351 368 of the Code to the extent of PalEx Common Stock received by the StockholdersCode, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable party.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following additional conditions: (a) PalEx Parent and Merger Subsidiary shall have performed in all material respects its their agreements contained in this Agreement required to be performed on or prior to the Closing Date Effective Time and the representations and warranties of PalEx Parent and Merger Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date Effective Time as if made at and as of such date (except to the extent that such representations and warranties speak as of an earlier date, and which need be true and correct as of such earlier date) except for such failures to perform or to be true and correct that would not have a Parent Material Adverse Effect, and the Company shall have received a certificate of the chief executive officer or the chief financial officer of PalEx and Subsidiary Parent to that effect; (b) no governmental authority all Parent Statutory Approvals and Company Statutory Approvals required to be obtained in order to permit consummation of the Merger under applicable law shall have promulgated been obtained, except for any statutesuch Parent Statutory Approvals or Company Statutory Approvals the unavailability of which would not, rule individually or regulation whichin the aggregate (i) have a Company Material Adverse Effect after the Effective Time, when taken together with all such promulgationsor (ii) result in the Company or its subsidiaries failing to meet the standards for licensing, would materially impair the value suitability or character under any Racing Laws relating to the Stockholders conduct of Parent's or the Company's business which (after taking into account the anticipated impact of such failure to so meet such standards on other authorities) would have a Company Material Adverse Effect (after giving effect to the Merger); (c) the Company The Parent shall have received an obtained the consent or approval to the transactions contemplated by this Agreement of each person from whom such consent or approval is required under any loan or credit agreement, note, mortgage, indenture, lease or other agreement or instrument to which the Parent is a party or by which it is bound except where the failure to obtain such consents or approvals would not, in the reasonable opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to Company, individually or in the extent aggregate, have a Parent Material Adverse Effect, or materially affect the consummation of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;transactions contemplated hereby; and (d) All conditions The Parent shall have obtained and segregated for payment to the merger Company sufficient cash funds as required by the terms hereof, to pay in full at the Effective Time, or promptly thereafter, to the holders of the other Founding CompaniesCommon Stock, on substantially the same terms as provided herein, with subsidiaries of PalEx Exchange Funds and shall have been satisfied or waived by deposited the applicable partyExchange Funds with the Disbursing Agent pursuant to Section 1.05 hereof.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is further subject to the fulfillment at of, or the waiver by the Company on or prior to the Closing Date and continued fulfillment as of the Consummation Date of Effective Time of, the following additional conditions: (a) PalEx Each of the representations and Subsidiary warranties of Parent and Merger Sub set forth in this Agreement, in each case, made as if none of such representations and warranties contained any qualifications or limitations as to “materiality”, shall be true and correct, in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date), except where the failure of such representations and warranties to be true and correct as so made does not have and is not, individually or in the aggregate, reasonably expected to have a Parent Material Adverse Effect; provided, however, that, notwithstanding the foregoing, each of the representations and warranties of Parent and Merger Sub set forth in Sections 5.2, 5.3(a), 5.3(b) and 5.18 shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except for de minimis inaccuracies. (b) Parent shall have performed in all material respects its agreements contained in all obligations and complied with all covenants required by this Agreement required to be performed on or complied with by it prior to the Closing Date and Effective Time. (c) Since January 1, 2011, there shall not have occurred any event, change, effect, development, condition or occurrence (excluding any event, change, effect, development, condition or occurrence resulting from obligations or conditions imposed by a Governmental Entity in connection with its approval of the representations and warranties of PalEx and Subsidiary contained in transactions contemplated by this Agreement that does not constitute a Burdensome Action) that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) Parent shall be true have delivered to the Company a certificate, dated the Effective Time and correct signed by its Chief Executive Officer or another executive officer, certifying to the effect that the conditions set forth in all material respects on Sections 7.2(a), 7.2(b) and as of the date made and on and 7.2(c) have been satisfied. (e) The Company shall have received from Xxxxxxxx & Xxxxx LLP a written opinion dated as of the Closing Date to the effect that for U.S. federal income tax purposes the Merger should qualify as if made at and as a “reorganization” within the meaning of such date, and the Company shall have received a certificate Section 368(a) of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger; (c) the Company shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing Code. In rendering such opinion; (d) All conditions , the Company’s Counsel shall be entitled to rely upon assumptions, representations, warranties and covenants, including those contained in this Agreement and in the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyTax Representation Letters described in Section 6.16.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is further subject to the fulfillment at (or prior to written waiver by the Closing Date and continued fulfillment as of the Consummation Date Company) of the following additional conditions: (a) PalEx and Subsidiary shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the The representations and warranties of PalEx Parent and Subsidiary contained Merger Sub set forth in this Agreement which are qualified by a “Parent Material Adverse Effect” qualification shall be true and correct in all material respects on as so qualified at and as of the date made of this Agreement and on at and as of the Closing Date as if though made at and as of such date, the Closing Date and (ii) the Company representations and warranties of Parent and Merger Sub set forth in this Agreement which are not qualified by a “Parent Material Adverse Effect” qualification shall have received a certificate be true and correct at and as of the chief executive officer date of PalEx this Agreement and Subsidiary at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; provided, however, that, with respect to clauses (i) and (ii) hereof, representations and warranties that effectare made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) or (ii), as applicable), only as of such date or period; except that the representations and warranties of Parent and Merger Sub set forth in Section 4.6 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date; (b) no governmental authority Parent shall have promulgated any statute, rule or regulation which, when taken together in all material respects performed all obligations and complied with all such promulgations, would materially impair the value covenants required by this Agreement to be performed or complied with by it prior to the Stockholders of the Merger;Effective Time; and (c) Parent shall have delivered to the Company shall have received an opinion from a certificate, dated the legal Effective Time and signed by its President, any Vice President or accounting advisors another senior officer, certifying to PalEx, at the expense of PalEx, effect that the Merger will constitute a tax-free transaction under conditions set forth in Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company 6.2(a) and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (dSection 6.2(b) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partysatisfied.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is further subject to the fulfillment at following conditions, any or all of which may be waived, in whole or in part by the Company, on or prior to the Closing Date and continued fulfillment as of Effective Time, to the Consummation Date of the following additional conditionsextent permitted by applicable Law: (a) PalEx Each of the representations and Subsidiary warranties of Parent and Acquisition set forth in this Agreement shall be true and correct as of the Closing Date as though made on and as of the Closing Date (provided that, to the extent any such representation or warranty speaks as of a specified date, it need only be true and correct as of such specified date) except where the failure of such representations and warranties to be true and correct would not have a Parent 49 Material Adverse Effect, and the Company shall have received a certificate signed on behalf of Parent and Acquisition by their respective presidents, and, as to the representations and warranties set forth in Section 3.2(g), their respective primary financial officers, to the effect set forth in this paragraph. (b) Parent and Acquisition shall have performed in all material respects its agreements contained in this Agreement the obligations required to be performed by them under this Agreement on or prior to the Closing Date and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such date, and the Company shall have received a certificate signed on behalf of the chief executive officer of PalEx Parent and Subsidiary to that effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value Acquisition by their respective presidents to the Stockholders of the Merger;effect set forth in this paragraph. (c) the Company Parent and Acquisition shall have received an opinion from obtained the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 proceeds of the Code Financing or alternative financing in an aggregate amount that is sufficient to allow the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions Surviving Corporation to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyfulfill its obligations under Article II hereof.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is further subject to the fulfillment at (or prior to written waiver by the Closing Date and continued fulfillment as of the Consummation Date Company) of the following additional conditions: (a) PalEx and Subsidiary shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the The representations and warranties of PalEx Parent and Subsidiary contained Merger Sub set forth in this Agreement which are qualified by a “Parent Material Adverse Effect” qualification shall be true and correct in all material respects on as so qualified at and as of the date made of this Agreement and on at and as of the Closing Date as if though made at and as of such date, the Closing Date and (ii) the Company representations and warranties of Parent and Merger Sub set forth in this Agreement which are not qualified by a “Parent Material Adverse Effect” qualification shall have received a certificate be true and correct at and as of the chief executive officer date of PalEx this Agreement and Subsidiary at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; provided, however, that, with respect to clauses (i) and (ii) hereof, representations and warranties that effectare made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) or (ii), as applicable), only as of such date or period; except that the representations and warranties of Parent and Merger Sub set forth in Section 4.6 and Section 4.9 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date; (b) no governmental authority Parent shall have promulgated any statute, rule or regulation which, when taken together in all material respects performed all obligations and complied with all such promulgations, would materially impair the value covenants required by this Agreement to be performed or complied with by it prior to the Stockholders of the Merger;Effective Time; and (c) Parent shall have delivered to the Company shall have received an opinion from a certificate, dated the legal Effective Time and signed by its Chief Executive Officer or accounting advisors another senior officer, certifying to PalEx, at the expense of PalEx, effect that the Merger will constitute a tax-free transaction under conditions set forth in Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company 6.2(a) and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (dSection 6.2(b) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partysatisfied.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary Parent shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and Date, the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date Date, except that those representations and warranties which address matters only as if made at of a particular date shall have been true and correct as of such date, and the Company shall have received a certificate of the chief an executive officer of PalEx and Subsidiary Parent, dated the Closing Date, certifying to that such effect;. (b) no governmental authority The Company shall have promulgated any statutereceived, rule or regulation which, when taken together with all such promulgations, would materially impair the value prior to the Stockholders effective date of the Merger;Registration Statement, the opinion of Chrixxxx, Xxxxx & Xohnxxx, X.C., counsel to the Company, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code, and that the Company, Parent and Merger Sub each will be a party to that reorganization within the meaning of section 368(b) of the Code, and such firm shall have reconfirmed such opinion as of the Closing Date. In rendering such opinion, Chrixxxx, Xxxxx & Xohnxxx, X.C. may require and rely upon such certificates of the Company, Parent and Merger Sub and/or their respective officers or principal stockholders as are customary for such opinions. (c) From the Company date of this Agreement through the Effective Time, there shall not have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute occurred a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyParent Material Adverse Effect.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is further subject to the fulfillment at following conditions, any or all of which may be waived, in whole or in part by the Company, on or prior to the Closing Date and continued fulfillment as of Effective Time, to the Consummation Date of the following additional conditionsextent permitted by applicable Law: (a) PalEx The representations and Subsidiary shall have performed in all material respects its agreements contained warranties of Parent and Acquisition set forth in this Agreement required that are qualified as to materiality shall be performed on or prior to the Closing Date true and correct, and the representations and warranties of PalEx Parent and Subsidiary contained Acquisition set forth in this Agreement that are not so qualified shall be true and correct in all material respects on respects, in each case, as of the date of this Agreement and as of the date Closing Date as though made and on and as of the Closing Date (provided that, to the extent any such representation or warranty speaks as if made at of a specified date, it need only be true and correct as of such specified date, ); and the Company shall have received a certificate signed on behalf of Parent and Acquisition by their respective presidents to the chief executive officer of PalEx and Subsidiary to that effect;effect set forth in this paragraph. (b) no governmental authority Parent and Acquisition shall have promulgated any statute, rule performed in all material respects the obligations required to be performed by them under this Agreement on or regulation which, when taken together with all such promulgations, would materially impair the value prior to the Stockholders of the Merger; (c) Closing Date; and the Company shall have received an opinion from a certificate signed on behalf of Parent and Acquisition by their respective presidents to the legal or accounting advisors to PalEx, at effect set forth in this paragraph. (c) Parent and Acquisition shall have obtained the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 proceeds of the Code Financing or Alternative Financing in an aggregate amount that is sufficient to allow the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;Surviving Corporation to fulfill its obligations under Article II hereof. (d) All conditions to the merger The Board of Directors of the other Founding Companies, on substantially Company (including the same terms as provided herein, with subsidiaries of PalEx Special Committee if such committee continues to exist) shall have been satisfied received a certificate substantially in the form of the closing "solvency" certificate to be delivered in connection with the Bank Financing or waived by Alternative Financing, as the applicable partycase may be.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx Parent and Subsidiary shall have performed in all material respects its their agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of PalEx Parent and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and (except to the extent that such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of the specified date) on and as of the Closing Date as if made at and as of such date, and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority since the date hereof, there shall have promulgated any statutebeen no changes that constitute, rule and no event or regulation whichevents (including, when taken together with all such promulgationswithout limitation, would materially impair the value to the Stockholders of the Merger;litigation developments) shall have occurred which have resulted in or constitute, a Parent Material Adverse Effect; and (c) the Company shall have received an opinion from certificates, dated the legal Closing Date, of: (i) the President or accounting advisors any Vice President of each of Parent and Subsidiary certifying as to PalEx, at the expense matters specified in Sections 8.2(a) and (b) hereof; and (ii) the Secretary of PalEx, each of Parent and Subsidiary certifying as to: (A) the content and continuing effectiveness as of the Closing Date of the resolutions of the Board of Directors of Parent approving this Agreement and the transactions contemplated hereby; (B) the fact that the Merger will constitute a tax-free transaction under Section 351 Parent Stock Issuance and Parent Charter Amendment have been duly approved by the requisite vote of the Code to stockholders of Parent in accordance with the extent certificate of PalEx Common Stock received incorporation and by-laws of Parent, the rules of Nasdaq and the DGCL and that such approval is in full force and effect; and (C) the fact that this Agreement has been duly adopted by the Stockholders, requisite vote of Parent as the sole stockholder of Subsidiary in which regard accordance with the Company certificate of incorporation and by-laws of Subsidiary and the Stockholders shall provide representations reasonably required by DGCL and that such advisors adoption is in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyfull force and effect.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following additional conditions: (a) PalEx Parent and Merger Subsidiary shall have performed in all material respects its their agreements contained in this Agreement required to be performed on or prior to the Closing Date Effective Time and the representations and warranties of PalEx Parent and Merger Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date Effective Time as if made at and as of such date (except to the extent that such representations and warranties speak as of an earlier date), except for such failures to perform or to be true and correct that would not reasonably be expected to have a Parent Material Adverse Effect, and the Company shall have received a certificate of the chief executive officer Chief Executive Officer, the President or a Vice President of PalEx Parent and of the Chief Executive Officer, the President or a Vice President of Merger Subsidiary to that effect;. (b) no governmental authority Parent shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value delivered a certificate to the Stockholders Company, in form and substance reasonably satisfactory to the Company, to the effect that, at the Effective Time, after giving effect to the Merger and the transactions contemplated hereby, including without limitation, the Financing, Parent and its subsidiaries, taken as a whole, will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the Merger;fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liability on its debts as they become absolute and matured), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur debts beyond its ability to pay as they become absolute and matured. (c) the The Company shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code Solvency Letter in form and substance reasonably satisfactory to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyCompany.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall will be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as Effective Time of the Consummation Date of the additional following additional conditions: (a) PalEx TCI Music and Subsidiary Acquisition Sub shall have performed in all material respects its their agreements contained in this Agreement required to be performed on by them at or prior to the Closing Date Effective Time and the representations and warranties of PalEx TCI Music and Subsidiary contained Acquisition Sub set forth in this Agreement shall be if qualified by materiality are true in all respects and correct if not so qualified are true in all material respects on when made and at and as of the date made and on and as of the Closing Date Effective Time as if made at and as of such date, time and the Company shall have received a certificate of TCI Music and Acquisition Sub executed on behalf of each such corporation by the chief executive officer President or a Vice President of PalEx and Subsidiary such corporation to that effect;. (b) no governmental authority The Company shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair received the value opinion of counsel to TCI Music and Acquisition Sub (which counsel may be an employee of TCI) substantially to the Stockholders of the Merger;effect set forth in Exhibit B. (c) the The Company shall have received an the opinion from of Eric X. Xxxxxx, Xxq. (or such other evidence as may be reasonably satisfactory to the legal Company) to the effect that the Merger, when completed in accordance with this Agreement, will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code or accounting advisors otherwise shall have been provided with evidence reasonably satisfactory to PalEx, at the expense of PalEx, Company that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by qualify for such advisors in providing such opinion;treatment. (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx There shall have been satisfied no material adverse change in the financial condition, results of operations, assets, liabilities or waived business of TCI Music since the date of this Agreement. (e) TCI (or one or more of its Subsidiaries) and TCI Music shall have entered into an amendment to the Contribution Agreement in accordance with the terms set forth in the term sheet attached as Schedule 8.2(e), together with one or more other agreements as may be necessary to effect the transactions contemplated by such term sheet. (f) TCI shall have agreed to extend the applicable partymaturity of the promissory note dated July 11, 1997, payable by TCI Music to the order of TCI in the principal amount of $40,000,000, for a period, not to exceed 18 months, as may reasonably be required to permit TCI Music to obtain other financing sufficient to repay the loan evidenced thereby.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is subject to the fulfillment at satisfaction (or prior to waiver by the Closing Date and continued fulfillment as of the Consummation Date Company in its sole discretion) of the following additional further conditions: (a) PalEx and Subsidiary shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the The representations and warranties of PalEx Parent and Subsidiary contained Merger Sub set forth in this Agreement that are qualified by materiality (considered collectively and individually) shall have been true and correct at and as of the date hereof and shall be true and correct in all material respects on and as of the date made and on at and as of the Closing Date as if made at and as of such datethe Closing Date, and the representations and warranties that are not so qualified (considered collectively and individually) shall have been true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date; provided, that the representation of Parent set forth in Section 4.5 shall have been true and correct in all respects at and as of the date hereof and shall be true and correct in all respects at and as of the Closing Date as if made at and as of the Closing Date. (b) Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date. The Company shall have received a certificate signed on behalf of Parent by the chief executive officer President or Chief Financial Officer of PalEx and Subsidiary Parent to that such effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger;. (c) the Company The Escrow Agreement shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received been duly executed and delivered by the Stockholders, in which regard the Company Parent and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;Escrow Agent. (d) All conditions Parent and its applicable Affiliate shall have executed and delivered to the merger of Stockholder Representative a security agreement (the other Founding Companies, on “Security Agreement”) in substantially the same terms form attached as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable party.Exhibit B.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is further subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (ai) PalEx The representations and Subsidiary warranties of Parent contained herein (other than the representation and warranties set forth in Sections 4.2 and 4.3(a)) shall have performed in all material respects its agreements contained in be true and correct as of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement required or some other date will be determined as of such date and not as of the Effective Time and (z) where any such failure of the representations and warranties in the aggregate to be performed true and correct would not reasonably be expected to have a Material Adverse Effect on Parent (without giving effect to any “materiality” or prior to the Closing Date “Material Adverse Effect” qualifications contained therein); and (ii) the representations and warranties of PalEx Parent set forth in Sections 4.2 and Subsidiary contained in this Agreement 4.3(a) shall be true and correct in all material respects on both when made and at and as of the date made Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and on and warranties that by their terms speak as of the Closing Date as if made at and date of this Agreement or some other date will be determined as of such date, and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority Parent shall have promulgated any statute, rule or regulation which, when taken together performed in all material respects all obligations and complied in all material respects with all such promulgations, would materially impair the value covenants required by this Agreement to be performed or complied with by it prior to the Stockholders of the MergerEffective Time; (c) The Board of Directors of Parent shall have taken all actions, including the adoption of resolutions (which resolutions shall remain in full force and effect), necessary to increase the number of directors constituting the Board of Directors of Parent in accordance with Section 5.17 and appoint those persons named in Section 5.17 of the Company shall have received an opinion from Disclosure Schedule to positions on the legal or accounting advisors to PalEx, at Board of Directors of Parent in the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinionclasses identified therein; (d) All conditions Parent shall have delivered to the merger Company a certificate, dated the Effective Time and signed by its Chief Executive Officer or any Executive Vice President certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied; and (e) Except as disclosed in the Parent SEC Documents (excluding any disclosures set forth in any section of a filed Parent SEC Document entitled “Risk Factors” or “Forward-Looking Statements” or any other disclosures included in such filings to the other Founding Companiesextent that they are forward-looking in nature) or in the Parent Disclosure Schedule or as expressly contemplated by this Agreement, on substantially since the same terms as provided hereindate of this Agreement, with subsidiaries of PalEx there shall have been satisfied no event, occurrence, development or waived by the applicable partystate of circumstances or facts that would reasonably be expected to have a Material Adverse Effect on Parent.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following additional conditions: (a) PalEx Parent and Subsidiary Merger Sub shall have performed in all material respects its (or in all respects in the case of any agreement containing any materiality qualification) their agreements contained in this Agreement required to be performed on or prior to the Closing Date and Date; (b) the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement shall be true and correct in all material respects (or in all respects in the case of any representation or warranty containing any materiality qualification) on and as of the date made and on and as of the Closing Date as if made at and as of such date, and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (bc) since the date of this agreement, there shall have been no changes that constitute, and no event or events shall have occurred which have resulted in or constitute, a Material Adverse Effect; (d) all governmental authority waivers, consents, orders, permit transfers (including without limitation Environmental Permits) and approvals legally required for the consummation of the Merger and transactions contemplated hereby or to permit Parent to carry on the business of the Company after Closing in accordance with past customs and practice shall have been obtained and be in effect at the Closing Date, and no Governmental Authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the MergerCompany to Parent; (ce) all waivers, consents and approvals from third parties necessary for the transfer of any material contracts, financial assurances and any other rights and benefits in connection with the Merger, or necessary for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Closing Date; (f) the boards of directors of Parent and Merger Sub shall have authorized the execution, delivery and performance of the Agreement and all related documents and agreements contemplated herein; (g) Parent shall execute and deliver to each of Xxxxxxx Xxxxxxx, Xxxxx Xxxx and Xxxx Xxxxxxx a Non-Competition Agreement, in the form attached hereto as Exhibit H (collectively, the "Noncompetition Agreements"); (h) Merger Sub shall execute the Replacement Promissory Note; (i) Parent shall execute and deliver to APS a Guaranty of performance under the Replacement Promissory Note, in the form attached hereto as Exhibit I; (j) Parent and Merger Sub shall deliver executed Certificate and Articles of Merger necessary to effect the Merger referred to in Section 1.1; (k) Parent shall have delivered to the Company written documentation, satisfactory to the Company, that evidences the waiver by Parent's preferred stock holders of any rights related to or arising from Parent's execution of this Agreement and the consummation of the transactions contemplated herein, if such right would not otherwise have arisen or existed, including without limitation, any mandatory redemption rights, rights to receive additional shares of capital stock of Parent upon conversion of preferred stock or any other similar rights; (l) the Company shall have completed its due diligence review regarding the Parent and its business, operations, assets, liabilities, taxes, insurance, contracts, prospects and environmental and other matters as the Company deems relevant and the Company shall be satisfied, in its sole discretion, with the results of such review; (m) The Company shall have received a Co-Sale Rights Agreement, in the form attached hereto as Exhibit J, executed by each holder of Series A Preferred Stock of Parent; (n) the Company shall have received a certificate executed on behalf of Parent by the Chief Executive Officer or a Vice President of Parent and on behalf of Merger Sub by the President or a Vice President of Merger Sub with respect to (a) through (g) above; (o) the Company shall have obtained approval of the Merger by each of its shareholders in the form required under the Texas Business Corporation Act; and (p) the Company shall have received an opinion Investors' Certificate from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholderseach Shareholder, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms form attached hereto as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable party.Exhibit M.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is subject to the fulfillment at satisfaction (or prior to waiver by the Closing Date and continued fulfillment as of the Consummation Date Company in its sole discretion) of the following additional conditions: (a) PalEx and Subsidiary No temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation of the Acquisition shall be in effect. No Law shall have performed in all material respects its agreements contained in this Agreement required to been enacted or shall be performed on or prior deemed applicable to the Closing Date and Merger which makes the consummation of the Merger illegal. (b) The representations and warranties of PalEx Parent and Subsidiary contained Merger Sub set forth in this Agreement shall have been true and correct at and as of the date hereof and shall be true and correct in all material respects on and as of the date made and on at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, and the Company shall have received a certificate dated the Closing Date signed on behalf of Parent by the chief executive officer President of PalEx and Subsidiary Parent to that such effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger;. (c) Parent and Merger Sub shall have performed all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received an opinion from the legal or accounting advisors to PalEx, at the expense a certificate signed on behalf of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received Parent by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by President or Chief Financial Officer of Parent to such advisors in providing such opinion;effect. (d) All conditions The Company shall have received a written opinion from Xxxxxx, Xxxxx & Bockius LLP, counsel to the merger Parent, addressed to the Company, dated as of the other Founding CompaniesClosing Date, on substantially in the same terms form attached as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyExhibit F hereto.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary Parent shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and Date, the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such dateDate, and the Company shall have received a certificate of the chief executive officer President or a Vice President of PalEx Parent, dated the Closing Date, certifying to such effect; provided, however, that notwithstanding anything herein to the contrary, this Section 8.2(a) shall be deemed to have been satisfied even if such performance has not occurred or such representations or warranties are not true and Subsidiary correct, unless the failure to that effect;perform or the failure of any of the representations or warranties to be so true and correct would have or would be reasonably likely to have a Parent Material Adverse Effect. (b) no governmental authority There shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value been delivered to the Stockholders Company certificates, dated within five days of the Merger;Closing Date, of the Secretary of State of the State of Delaware, with respect to the incorporation, subsistence, and good legal standing of Parent and Merger Sub, and of the B.C. Commission with respect to the reporting issuer status of Parent. (c) All consents and approvals of any third parties required in connection with the Company execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code been obtained and delivered to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;Company. (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx There shall have been satisfied or waived by delivered to the applicable partyCompany certificates, dated the Closing Date, of the Secretary of Parent and Merger Sub (i) to the effect that the Certificate of Incorporation of Parent and Articles of Incorporation of Merger Sub have not been amended since the date of the Certificates referred to in Section 8.2(b) above, (ii) attaching a true and complete copy of the Bylaws of Parent and Merger Sub as in effect on the Closing Date, and (iii) attaching a true and complete copy of the resolutions of the Board of Directors of Parent and Merger Sub approving the execution and delivery of this Agreement and authorizing the consummation of the transactions contemplated hereby. (e) Parent shall have delivered to the Company an opinion of its counsel in the form attached hereto as Exhibit C.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is further subject to the fulfillment at satisfaction (or prior to waiver by the Closing Date and continued fulfillment as Company) of the Consummation Date each of the following additional conditions: (a) PalEx The representations and Subsidiary shall have performed in all material respects its agreements contained warranties of Parent and Merger Sub set forth in this Agreement required shall be true and correct (disregarding any limitation as to be performed on “materiality,” “Merger Sub Material Adverse Effect” or prior to similar qualifiers set forth therein) both at and as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if made on the Closing Date (except that those representations and warranties that are made as of a particular date or period must be true and correct only as of such date or period), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Merger Sub Material Adverse Effect; provided, however, that the representations and warranties of PalEx the Parent and Subsidiary the Merger Sub contained in this Agreement Sections 4.2 and 4.4 shall be true and correct in all material respects on both at and as of the date made of this Agreement and on at and as of the Closing Date with the same force and effect as if made at and as of such date, and on the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect;Closing Date. (b) no governmental authority Parent and Merger Sub shall have promulgated any statutehave, rule in all material respects, performed and complied with their respect covenants and agreements required by this Agreement to be performed or regulation which, when taken together complied with all such promulgations, would materially impair the value by each of them prior to the Stockholders of the Merger;Effective Time. (c) Since the Company date hereof, there shall not have received an opinion from occurred any fact, circumstance, event, change, effect, development or occurrence which, individually or in the legal aggregate, has had, or accounting advisors would reasonably be expected to PalExhave, at the expense of PalEx, that the a Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;Sub Material Adverse Effect. (d) All conditions Parent and Merger Sub shall have delivered to the merger Company a certificate, dated the Effective Time and signed by a duly authorized officer or principal of Parent and by Merger Sub’s President, certifying to the other Founding Companieseffect that the conditions set forth in Sections 6.2(a), on substantially the same terms as provided herein, with subsidiaries of PalEx 6.2(b) and 6.2(c) have been satisfied. (e) Parent shall have been satisfied or waived by executed and delivered the applicable partyExchange Agreements to the respective Rollover Holders.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as Effective Time of the Consummation Date of additional following conditions, unless waived by the following additional conditionsCompany: (a) PalEx Parent and Subsidiary Sub shall have performed in all material respects its agreements all obligations contained in this Agreement required to be performed on or prior to the Closing Date and the Effective Time. (b) The representations and warranties of PalEx and Subsidiary contained Parent set forth in this Agreement shall be true and correct as of the date of this Agreement, and shall also be true and correct in all material respects on (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits and schedules to this Agreement if such exhibits and schedules were to speak as of the date made and Closing Date) on and as of the Closing Date with the same force and effect as if though made at on and as of such datethe Closing Date, except if and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of extent any failures to be true and correct would not, in the Merger;aggregate, have a Material Adverse Effect on Parent and its subsidiaries taken as a whole. (c) From the Company date of this Agreement through the Closing Date, Parent shall not have received an opinion from suffered any adverse changes in its business, operations or financial condition which are material to Parent and its subsidiaries taken as a whole (other than changes generally affecting the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, industries in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors Parent operates, including changes due to actual or proposed changes in providing such opinion;law or regulation). (d) All conditions Parent shall have performed all obligations required to be performed by it under this Agreement at or prior to the merger of Closing Date, except where any failures to perform would not, in the other Founding Companiesaggregate, have a Material Adverse Effect on substantially the same terms Parent and its subsidiaries taken as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partya whole.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary shall have performed in all material respects its their agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such date, and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders Stockholder of the Merger; (c) the Company shall have received an opinion from the legal or accounting advisors to of PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction reorganization under Section 351 368 of the Code to the extent of PalEx Common Stock received by the StockholdersCode, in which regard the Company and the Stockholders Stockholder shall provide representations reasonably required by such advisors in providing such opinion; (d) PalEx shall upon consummation of the Merger enter into a lease with the Stockholder for the real property described in SCHEDULE 9.2. The lease shall be for an initial term of five years with an option to renew for an additional five years. The rental shall be fair market rate to be adjusted upon the exercise of the option to extend the term.; and (e) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable party.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is subject to the fulfillment at satisfaction (or prior to waiver by the Closing Date and continued fulfillment as of the Consummation Date Company in its sole discretion) of the following additional further conditions: (a) PalEx The representations and Subsidiary warranties of Parent and Merger Sub set forth in this Agreement shall have performed been true and correct at in all material respects its agreements contained in this Agreement required to be performed on or prior to and as of the Closing Date date hereof and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and the Company shall have received a certificate dated the Closing Date signed on behalf of Parent by the chief executive officer President of PalEx and Subsidiary Parent to that such effect;. (b) no governmental authority Parent and Merger Sub shall have promulgated any statute, rule performed in all material respects all obligations required to be performed by them under this Agreement at or regulation which, when taken together with all such promulgations, would materially impair the value prior to the Stockholders Closing Date. The Company shall have received a certificate signed on behalf of Parent by the Merger;President or Chief Financial Officer of Parent to such effect. (c) The Escrow Agreement shall have been duly executed and delivered by Parent and the Escrow Agent. (d) The Company shall have received an opinion from the of legal or accounting advisors counsel for Parent in a form reasonably acceptable to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;its counsel. (de) All conditions Xxxxxx Xxxx, III shall have executed and delivered an employment agreement with Parent on or prior to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx Closing Date. (f) Parent shall have been satisfied or waived amended its Bylaws to increase the number of directors and shall have appointed the directors nominated by the applicable partyStockholders’ Representative to Parent’s Board of Directors.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is further subject to the fulfillment at following conditions, any or all of which may be waived, in whole or in part by the Company, on or prior to the Closing Date and continued fulfillment as of Effective Time, to the Consummation Date of the following additional conditionsextent permitted by applicable Law: (a) PalEx The representations and Subsidiary warranties of Parent and Acquisition (i) set forth in Sections 3.2(b), 3.2(c)(i), 3.2(q), 3.2(r) and 3.2(s) (the "PARENT SPECIFIED SECTIONS") shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (provided that, to the extent any such representation or warranty speaks as of a specified date, it need only be true and correct as of such specified date) and (ii) set forth in this Agreement (other than the Parent Specified Sections) shall be true and correct as of the Closing Date as though made on and as of the Closing Date (provided that, to the extent any such representation or warranty speaks as of a specified date, it need only be true and correct as of such specified date), except (A) in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct does not have, individually or in the aggregate, a Parent Material Adverse Effect and (B) in the case of clauses (i) and (ii), for any inaccuracy that results from or relates to the taking of any action, or failure to act, as required by this Agreement or at the direction of or after the consent of the Company, and the Company shall have received a certificate signed on behalf of Parent and Acquisition by their respective chief executive officers and chief financial officers to the effect set forth in this paragraph. (b) Parent and Acquisition shall have performed in all material respects its agreements contained in this Agreement the obligations required to be performed by them under this Agreement on or prior to the Closing Date and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such date, and the Company shall have received a certificate signed on behalf of Parent and Acquisition by their respective chief executive officers and chief financial officers to the effect set forth in this paragraph. (c) At least the greater of (i) 71.5% of the liabilities of Parent and its Subsidiaries outstanding as of March 31, 2003 (excluding any indebtedness outstanding under any LTDN Interim Notes) of a nature required by GAAP to be reflected in a consolidated balance sheet or (ii) $5,000,000 of such liabilities, (A) has been converted, or is subject to an agreement in writing to be converted on the Closing Date, to shares of Parent Common Stock or (B) has been cancelled or permanently reduced, or is subject to an agreement in writing to be cancelled or permanently reduced on the Closing Date, in connection with a settlement with such creditor (but only to the extent such liabilities are forgiven and are not required by such creditor to be repaid), in a manner reasonably satisfactory to the Company. (d) The Company shall have received a certificate signed on behalf of Parent by the chief executive officer and chief financial officer of PalEx and Subsidiary to that effect;Parent setting forth the information contained in Section 3.2(b)(i) as if the Capitalization Date was the Closing Date. (be) no governmental authority Parent shall not have promulgated any statuteoutstanding shares of Parent Preferred Stock, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger; (c) the Company shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code except to the extent the Company has consented to any such issuance. (f) The consummation of PalEx the Merger shall entitle the holders of Company Common Stock, Company Convertible Securities and Company Stock Options to acquire such number of shares of Parent Convertible Preferred Stock such that if the stockholders of Parent adopt the Certificate of Incorporation Amendment then upon conversion of the Parent Convertible Preferred Stock into Parent Common Stock received by such holders would own at least 58% of the Stockholders, in which regard outstanding shares of Parent Common Stock as of the Effective Time (excluding shares of Parent Common Stock issued to the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;or any of its Subsidiaries). (dg) All conditions Parent shall have executed and delivered to the merger of Company the other Founding Companies, on substantially Registration Rights Agreement in the same terms form attached hereto as provided herein, with subsidiaries of PalEx Exhibit D (the "REGISTRATION RIGHTS AGREEMENT") and such agreement shall be in full force and effect. (h) Parent shall have been satisfied or waived by executed and delivered to the applicable party.Company the Warrant Agreement and such agreement shall be in full force and effect

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is further subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx (i) The representations and Subsidiary warranties of Parent contained herein (other than the representation and warranties set forth in Sections 4.2 and 4.3(a)) shall have performed in all material respects its agreements contained in be true and correct as of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement required or some other date will be determined as of such date and not as of the Effective Time and (z) where any such failure of the representations and warranties in the aggregate to be performed true and correct would not reasonably be expected to have a Material Adverse Effect on Parent (without giving effect to any “materiality” or prior to the Closing Date “Material Adverse Effect” qualifications contained therein); and (ii) the representations and warranties of PalEx Parent set forth in Sections 4.2 and Subsidiary contained in this Agreement 4.3(a) shall be true and correct in all material respects on both when made and at and as of the date made Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and on and warranties that by their terms speak as of the Closing Date as if made at and date of this Agreement or some other date will be determined as of such date, and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority Parent shall have promulgated any statute, rule or regulation which, when taken together performed in all material respects all obligations and complied in all material respects with all such promulgations, would materially impair the value covenants required by this Agreement to be performed or complied with by it prior to the Stockholders of the MergerEffective Time; (c) The Board of Directors of Parent shall have taken all actions, including the adoption of resolutions (which resolutions shall remain in full force and effect), necessary to increase the number of directors constituting the Board of Directors of Parent in accordance with Section 5.17 and appoint those persons named in Section 5.17 of the Company shall have received an opinion from Disclosure Schedule to positions on the legal or accounting advisors to PalEx, at Board of Directors of Parent in the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinionclasses identified therein; (d) All conditions Parent shall have delivered to the merger Company a certificate, dated the Effective Time and signed by its Chief Executive Officer or any Executive Vice President certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied; and (e) Except as disclosed in the Parent SEC Documents (excluding any disclosures set forth in any section of a filed Parent SEC Document entitled “Risk Factors” or “Forward-Looking Statements” or any other disclosures included in such filings to the other Founding Companiesextent that they are forward-looking in nature) or in the Parent Disclosure Schedule or as expressly contemplated by this Agreement, on substantially since the same terms as provided hereindate of this Agreement, with subsidiaries of PalEx there shall have been satisfied no event, occurrence, development or waived by the applicable partystate of circumstances or facts that would reasonably be expected to have a Material Adverse Effect on Parent.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following additional conditions: (a) PalEx Parent and Merger Subsidiary shall have performed in all material respects its their agreements contained in this Agreement required to be performed on or prior to the Closing Date Effective Time and the representations and warranties of PalEx Parent and Merger Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date Effective Time as if made at and as of such date (except to the extent that such representations and warranties speak as of an earlier date, and which need be true and correct as of such earlier date) except for such failures to perform or to be true and correct that would not have a Parent Material Adverse Effect, and the Company shall have received a certificate of the chief executive officer or the chief financial officer of PalEx and Subsidiary Parent to that effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value Parent Statutory Approvals and Company Statutory Approvals required to the Stockholders be obtained in order to permit consummation of the Merger; (c) the Company shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx applicable law shall have been satisfied obtained, except for any such Parent Statutory Approvals or waived by Company Statutory Approvals the applicable party.unavailability of which would not, individually or in the aggregate (i) have a Company Material Adverse Effect after the Effective Time, or (ii) result in the Company or its subsidiaries failing to meet the standards for licensing, suitability or character under any Gaming Laws relating to the conduct of Parent's or the Company's business which (after taking into account the anticipated impact of such failure to so meet such standards on other authorities) would have a Company Material Adverse Effect (after giving effect to the Merger);

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as Effective Time of the Consummation Date of additional following conditions, unless waived by the following additional conditionsCompany: (a) PalEx Parent and Subsidiary Sub shall have performed in all material respects its agreements all obligations contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such dateEffective Time, and the Company shall have received a certificate of the chief executive officer President or a Vice-President of PalEx each of the Parent and Subsidiary Sub to that effect;. (b) no governmental authority The representations and warranties of Parent set forth in this Agreement shall have promulgated any statutebe true and correct as of the date of this Agreement, rule or regulation whichand shall also be true and correct in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits and schedules to this Agreement if such exhibits and schedules were to speak as of the Closing Date) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, when taken together with all such promulgations, would materially impair the value except if and to the Stockholders of extent any failures to be true and correct would not, in the Merger;aggregate, have a material adverse effect on Parent and its subsidiaries taken as a whole. (c) From the Company date of this Agreement through the Closing Date, except as otherwise set forth in the Parent Disclosure Schedule, Parent shall not have received an opinion from suffered any adverse changes in its business, operations or financial condition which are material to Parent and its subsidiaries taken as a whole (other than changes generally affecting the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, industries in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors Parent operates, including changes due to actual or proposed changes in providing such opinion;law or regulation). (d) All conditions Parent shall have performed all obligations required to be performed by it under this Agreement at or prior to the merger Closing Date, except where any failures to perform would not, in the aggregate, have a material adverse effect on Parent and its subsidiaries taken as a whole. (e) At the Closing, Parent and Sub shall have furnished the Company with copies of resolutions duly adopted by their respective Boards of Directors approving the execution, performance and delivery of this Agreement and all other Founding Companiesnecessary or proper corporate action to enable them to comply with the terms of this Agreement. (f) At the Closing, on Parent shall have furnished the Company with an opinion, dated the Closing Date, of counsel to the Parent and Sub, in substantially the same terms form attached hereto as provided hereinExhibit C. ***CONFIDENTIAL TREATMENT REQUESTED. 29 (g) The Linn Employment Agreement and the Xxxxxxxxx Employment Agreement in the forms attached hereto as Exhibit D and Exhibit E, with subsidiaries of PalEx respectively, shall have been satisfied or waived by executed and delivered and shall be in full force and effect. (h) The consultant agreement between Parent and Xxxxx Xxxxxxx (the applicable party"Consultant Agreement"), in the form attached hereto as Exhibit F, shall have been executed and delivered and shall be in full force and effect. (i) The Escrow Agreement shall have been executed and delivered and shall be in full force and effect. (j) The Registration Rights Agreement in the form attached hereto as Exhibit G shall have been executed and delivered and shall be in full force and effect.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is subject to the fulfillment at satisfaction (or prior to waiver by the Closing Date and continued fulfillment as of the Consummation Date Company in its sole discretion) of the following additional further conditions: (a) PalEx and Subsidiary shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the (i) The representations and warranties of PalEx Parent and Subsidiary contained Merger Sub in this Agreement Section 4.2 shall be true and correct in all material respects on and as of the date made of this Agreement and on and as of the Closing Date as if though such representations and warranties were made at on and as of such date, and (ii) all other representations and warranties of the Parent and Merger Sub in this Agreement, disregarding the phrase "in all material respects" or any material adverse effect qualifications contained in such representations and warranties, shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for representations and warranties which address matters only as to a specified date, which representations and warranties, disregarding the phrase "in all material respects" or any material adverse effect qualifications contained in such representations and warranties, shall be true and correct with respect to such specified date); provided, however, that any inaccuracies in such representations and warranties shall be disregarded unless all such inaccuracies, considered collectively, shall have had, and shall continue to have, a material adverse effect on Parent and Merger Sub or the ability of either of them to consummate the Merger or perform their respective obligations under this Agreement. The Company shall have received a certificate to such effect signed on behalf of the chief executive Parent and Merger Sub by a duly authorized officer of PalEx and Subsidiary to that effect;thereof. (b) no governmental authority Each of Parent and Merger Sub shall have promulgated any statute, rule performed in all material respects all obligations required to be performed by it under this Agreement at or regulation which, when taken together with all such promulgations, would materially impair the value prior to the Stockholders of the Merger; (c) the Closing Date. The Company shall have received an opinion from the legal or accounting advisors a certificate to PalEx, at the expense such effect signed on behalf of PalEx, that the Parent and Merger will constitute Sub by a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyduly authorized officer thereof.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary (i) Acquiror shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date Date, and (ii) the representations and warranties of PalEx Acquiror and Subsidiary contained Merger Sub set forth in this Agreement shall be true and correct in all material respects respects, in each case, on and as of the date made and on and as of the Closing Date as if made at on of such date except (x) to the extent that such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such date, (y) for changes required by this Agreement, and (z) where the failure to be true and correct (without regard to any materially, Acquiror Material Adverse Effect or knowledge qualifications contained therein), individually or in the aggregate, have not had, and are not reasonably likely to have, an Acquiror Material Adverse Effect). The Company shall have received a certificate of the chief executive officer President or a Vice President of PalEx and Subsidiary Acquiror, dated the Closing Date, certifying to that effect;the foregoing. (b) no governmental authority The Company shall have promulgated any statutebeen furnished with an opinion of XxXxxxxxx, rule or regulation whichWill & Xxxxx, when taken together with all such promulgationscounsel to Acquiror, would materially impair in substantially the value to the Stockholders form of the Merger;Exhibit 8.2(b) attached hereto. (c) the The Company shall have received an a written opinion from Xxxxx & Xxxxxxx, PC, counsel to the legal or accounting advisors Company, to PalEx, at the expense of PalEx, effect that the Merger will constitute qualify for federal income tax purposes as a tax-free transaction under reorganization within the meaning of Section 351 368(a) of the Code Code; provided, however, that if Xxxxx & Xxxxxxx, PC does not render such opinion, this condition shall nonetheless be deemed satisfied if XxXxxxxxx, Will & Xxxxx renders such opinion to the extent of PalEx Common Stock received by the Stockholders, in which regard Company (it being agreed that the Company and Acquiror shall each provide reasonable cooperation to XxXxxxxxx, Will & Xxxxx and Xxxxx & Xxxxxxx, PC, including making reasonable and customary representations to XxXxxxxxx, Will & Xxxxx and Xxxxx & Xxxxxxx, PC (and not to any other person, whether or not a party to this Agreement) substantially in the Stockholders form attached as Exhibit 8.2(c) attached hereto, to enable them to render such opinion and that counsel shall provide be entitled to rely on such representations reasonably required by such advisors and assumptions as they may deem appropriate in providing rendering such opinion;). (d) All conditions to the merger of Acquiror shall have executed a Registration Rights Agreement with Xxxx Xxxxxx and the other Founding Companies, on substantially signatories thereto in the same terms form attached hereto as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyExhibit 8.2(d).

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary shall have performed in all material respects its their agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such date, and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders Stockholder of the Merger; (c) the Company shall have received an opinion from the legal or accounting advisors to of PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders Stockholder shall provide representations reasonably required by such advisors in providing such opinion; (d) PalEx shall upon consummation of the Merger enter into a lease with the Stockholder for the real property described in SCHEDULE 9.2. The lease shall be for an initial term of five years with an option to renew for an additional five years. The rental shall be fair market rate to be adjusted upon the exercise of the option to extend the term.; and (e) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable party.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx (i) Parent and Subsidiary Merger Sub shall have performed in all material respects its agreements all obligations contained in this Agreement required to be performed by them on or prior to the Closing Date and Date, (ii) the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and (without regard to any materiality qualifiers therein) as of the Closing Date (except for changes contemplated by this Agreement and except that those representations and warranties which address matters only as if made at of a particular date shall have been true and correct as of such date), except where the failure to be true and correct would not, in the aggregate, have a Parent Material Adverse Effect, and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger; (ciii) the Company shall have received certificates of the President or a Vice President of Parent and Merger Sub dated the Closing Date, certifying to such effect with respect to Parent and Merger Sub, respectively. (b) The Company shall have received an opinion from of Xxxxx Xxxxxxxxxx LLP, special tax counsel to the legal or accounting advisors Company, dated as of the Closing Date, to PalEx, at the expense of PalEx, effect that the Merger will constitute qualify as a tax-free transaction under reorganization within the meaning of Section 351 368(a) of the Code and that no gain or loss will be recognized by a stockholder of the Company on the conversion of Company Common Stock into Parent ADSs and CVRs pursuant to the extent Merger, except with respect to the CVRs and cash received in lieu of PalEx Common Stock received a fractional share, provided that (i) the Company complies with the reporting requirements contained in Treasury Regulation Section 1.367(a)-3(c)(6) and (ii) the Company stockholder owns (including beneficial, indirect and constructive ownership) less than five percent of the total voting power and total value of Parent's outstanding stock immediately after the Merger. The issuance of such opinion shall be conditioned upon the receipt by such special tax counsel of customary representation letters from each of Parent, Merger Sub, and the StockholdersCompany, in which regard the Company each case in form and the Stockholders shall provide representations reasonably required by substance satisfactory to such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable party.special tax

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following additional conditions: (a) PalEx Parent and Merger Subsidiary shall have performed in all material respects its their agreements contained in this Agreement required to be performed on or prior to the Closing Date Effective Time and the representations and warranties of PalEx Parent and Merger Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date Effective Time as if made at and as of such date (except to the extent that such representations and warranties speak as of an earlier date), except for such failures to perform or to be true and correct that would not reasonably be expected to have a Parent Material Adverse Effect, and the Company shall have received a certificate of the chief executive officer or the chief financial officer of PalEx and Subsidiary Parent to that effect;; and (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value Parent Required Statutory Approvals and Company Required Statutory Approvals required to the Stockholders be obtained in order to permit consummation of the Merger; (c) the Company shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx applicable law shall have been satisfied obtained, except for any such Parent Required Statutory Approvals or waived by Company Required Statutory Approvals the applicable partyfailure of which to obtain would not, singly or in the aggregate, reasonably be expected to (i) have a Company Material Adverse Effect after the Effective Time, or (ii) result in the Company or its subsidiaries failing to meet the standards for licensing, suitability or character under any Gaming Laws relating to the conduct of Parent's or the Company's business which (after taking into account the anticipated impact of such failure to so meet such standards on other authorities) would reasonably be expected to have a Parent Material Adverse Effect (after giving effect to the Merger).

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment or waiver by the Company at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx Parent and Subsidiary Merger Sub shall have performed in all material respects its their respective covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement and in any document delivered in connection herewith (i) to the extent qualified by Parent Material Adverse Effect or any other materiality qualification shall be true and correct and (ii) to the extent not qualified by Parent Material Adverse Effect or any other materiality qualification shall be true and correct in all material respects on and respects, in each case as of the date made and on of this Agreement and as of the Closing Date as if (except for representations and warranties made at and as of such a specified date, which need be true and correct only as of the specified date), and the Company shall have received a certificate of Parent, executed on its behalf by its President or a Senior Vice President of Parent, dated the chief executive officer of PalEx and Subsidiary Closing Date, certifying to that such effect;. (b) no governmental authority The Company shall have promulgated any statutereceived the opinion of Vinson & Elkins L.L.P. or other nationally recognized tax counsel, rule or regulation which, when taken together with all such promulgations, would materially impair the value actxxx xx coxxxxx to the Stockholders Company, in form and substance reasonably satisfactory to the Company, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, a copy of which shall be furnished to Parent, to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) no gain or loss will be recognized by the Company or the stockholders of the Company to the extent they receive Parent Common Stock in exchange for Company Common Shares pursuant to the Merger;. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of the Company, Merger Sub and Parent as to such matters as such counsel may reasonably request. (c) the The Company Designees shall have received an opinion been duly elected or appointed as directors of Parent from and after the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Effective Time in accordance with Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;1.7 above. (d) All conditions to the merger Either (i) each of the other Founding CompaniesEmployment Agreement, on substantially as amended by the same terms Employment Agreement Amendment, and the Severance Agreement, as provided hereinamended by the Severance Agreement Amendment, with subsidiaries of PalEx or (ii) the New Employment Agreement, as applicable, shall not have been satisfied or waived repudiated by the applicable partyParent.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary Parent shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and Date, the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date Date, except that those representations and warranties which address matters only as if made at of a particular date shall have been true and correct as of such date, and the Company shall have received a certificate of the chief executive officer President or a Vice President of PalEx and Subsidiary Parent, dated the Closing Date, certifying to that such effect;. (b) no governmental authority The Company shall have promulgated any statutereceived the opinion of Fried, rule or regulation whichFrank, when taken together with all such promulgationsHarris, would materially impair the value Shriver & Jacobson, special counsel to the Stockholders Company, to the effect thax xxx Xergxx xxxx be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Merger;Code. (c) the The Company shall have received an opinion from a letter of its independent public accountants, dated the legal or accounting advisors Effective Time, in form and substance reasonably satisfactory to PalExit, at the expense of PalEx, stating that such accountants concur with management's conclusion that the Merger will constitute qualify as a tax-free transaction to be accounted for in accordance with the pooling of interests method of accounting under Section 351 the requirements of APB No. 16, provided that if such accountants are not able to deliver such letter due to a transaction of the Code type currently being considered by Parent, which has been described to the extent of PalEx Common Stock received by Company, such letter shall not be a condition to the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;Company's obligations hereunder. (d) All conditions to From the merger date of this Agreement through the other Founding CompaniesEffective Time, on substantially the same terms as provided herein, with subsidiaries of PalEx there shall not have been satisfied or waived by the applicable partyoccurred a Parent Material Adverse Effect.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary Parent shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and Date, the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such dateDate, and the Company shall have received a certificate of the chief executive officer President or a Vice President of PalEx Parent, dated the Closing Date, certifying to such effect; provided, however, that notwithstanding anything herein to the contrary, this Section 8.2(a) shall be deemed to have been satisfied even if such performance has not occurred or such representations or warranties are not true and Subsidiary correct, unless the failure to that effect;perform or the failure of any of the representations or warranties to be so true and correct would have or would be reasonably likely to have a Parent Material Adverse Effect. (b) no governmental authority There shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value been delivered to the Stockholders Company certificates, dated within five days of the Merger;Closing Date, of the Secretary of State of the State of Delaware and the State of Idaho, with respect to the incorporation, subsistence, and good legal standing of Parent and Merger Sub, respectively. (c) All consents and approvals of any third parties required in connection with the Company execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code been obtained and delivered to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;Company. (d) All conditions The average last sale price per share of Parent Common Stock for the ten (10) trading days prior to the merger of the other Founding CompaniesClosing Date shall not be lower than $3.40; provided, on substantially the same terms as provided hereinhowever, with subsidiaries of PalEx that if this closing condition shall not have been satisfied or waived prior to the Closing Date, the Company shall, if requested by Parent, negotiate in good faith with Parent to make such adjustments to the applicable partyterms and conditions of this Agreement as would enable the Company to proceed with the Merger on such adjusted terms. (e) There shall have been delivered to the Company certificates, dated the Closing Date, of the President or Vice President and Secretary, respectively, of Parent and Merger Sub (i) to the effect that the Certificate of Incorporation of Parent and Articles of Incorporation of Merger Sub have not been amended since the date of the Certificates referred to in Section 8.2(b) above, (ii) attaching a true and complete copy of the Bylaws of Parent and Merger Sub as in effect 49 on the Closing Date, and (iii) attaching a true and complete copy of the resolutions of the Board of Directors of Parent and Merger Sub approving the execution and delivery of this Agreement and authorizing the consummation of the transactions contemplated hereby. (f) There shall have been delivered to the Company certificates, dated the Closing Date, with respect to the incumbency and signatures of all officers of Parent and Merger Sub signing this Agreement and any other certificate, agreement, or instrument delivered on behalf of Parent in connection with this Agreement. (g) Parent shall have fully implemented a mutually agreed upon marketing plan in the first quarter of 1999, in accordance with the provisions of Exhibit E attached hereto, including, without limitation, fully funding the marketing spending levels set forth therein. (h) Parent shall have delivered to the Company an opinion of its counsel in the form attached hereto as Exhibit F.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary shall have performed in all material respects its agreements contained in this Agreement required to be performed satisfaction on or prior to the Closing Date and of the following additional conditions unless waived by the Company: (a) The representations and warranties of PalEx Parent and Subsidiary contained Sub set forth in this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made and on and as of the Closing Date as if made at Date; provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and as warranties relating to materiality or a Parent Material Adverse Effect, and provided, further, however, that for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such daterepresentations and warranties to be so true and correct, individually or in the aggregate, results or would reasonably be expected to result in a Parent Material Adverse Effect. Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date. The Company shall have received a certificate signed on behalf of Parent and Sub by the chief executive officer Chief Executive Officer and Chief Financial Officer of PalEx and Subsidiary Parent to that the foregoing effect;. (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger; (c) the The Company shall have received an opinion from of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP in form and substance reasonably satisfactory to the legal or accounting advisors Company, dated the Effective Time, substantially to PalExthe effect that, at on the expense basis of PalExfacts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing as of the Effective Time, for federal income tax purposes, the Merger will constitute a tax-free transaction under "reorganization" within the meaning of Section 351 368(a) of the Code to the extent Code. In rendering such opinion, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, may receive and rely upon representations contained in certificates of PalEx Common Stock received by the Stockholders, in which regard the Company and Parent typical for transactions such as the Stockholders Merger. (c) There shall provide representations not be pending any suit, action or proceeding by any Governmental Authority, nor shall there by any judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any Government Authority which could reasonably required be expected, if adversely determined, to result in criminal or uninsured and unindemnified or unindemnifiable personal liability on the part of one or more directors of the Company, (i) challenging or seeking to restrain or prohibit the consummation of the Merger or (ii) seeking to prohibit or limit the ownership or operation by such advisors in providing such opinion;the Company, Parent or any of their respective material Subsidiaries of any material portion of their respective business or Assets or to dispose of or hold separate any material portion of the business or Assets of the Company, Parent or any of their respective material Subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement. (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx The Parent Required Statutory Approvals shall have been satisfied obtained at or waived by prior to the applicable partyEffective Time pursuant to Final Orders; no such Final Order shall have imposed terms or conditions that would have a Parent Material Adverse Effect; and the Parent Required Consents shall have been obtained at or prior to the Effective Time. (e) From the date hereof through the Effective Time, no Parent Material Adverse Effect shall have occurred and there shall exist no fact or circumstance which could reasonably be expected to have a Parent Material Adverse Effect.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following additional conditions: (a) PalEx Parent and Merger Subsidiary shall have performed in all material respects its their agreements contained in this Agreement required to be performed on or prior to the Closing Date Effective Time and the representations and warranties of PalEx Parent and Merger Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date Effective Time as if made at and as of such date (except to the extent that such representations and warranties speak as of an earlier date), except for such failures to perform or to be true and correct that would not reasonably be expected to have a Parent Material Adverse Effect, and the Company shall have received a certificate of the chief executive officer or the chief financial officer of PalEx and Subsidiary Parent to that effect;; and (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value Parent Required Statutory Approvals and Company Required Statutory Approvals required to the Stockholders be obtained in order to permit consummation of the Merger; (c) the Company shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx applicable law shall have been satisfied obtained, except for any such Parent Required Statutory Approvals or waived by Company Required Statutory Approvals the applicable partyfailure of which to obtain would not, singly or in the aggregate, reasonably be expected to (i) have a Company Material Adverse Effect after the Effective Time, or (ii) result in the Company or its subsidiaries failing to meet the standards for licensing, suitability or character under any Gaming Laws relating to the conduct of Parent’s or the Company’s business which (after taking into account the anticipated impact of such failure to so meet such standards on other authorities) would reasonably be expected to have a Parent Material Adverse Effect (after giving effect to the Merger).

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is subject to the fulfillment at satisfaction (or prior to waiver by the Closing Date and continued fulfillment as of the Consummation Date Company in its sole discretion) of the following additional further conditions: (a) PalEx The representations and Subsidiary warranties of Parent and Merger Sub set forth in this Agreement shall have performed been true and correct at in all material respects its agreements contained in this Agreement required to be performed on or prior to and as of the Closing Date date hereof and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and the Company shall have received a certificate dated the Closing Date signed on behalf of Parent by the chief executive officer President of PalEx and Subsidiary Parent to that such effect;. (b) no governmental authority Parent and Merger Sub shall have promulgated any statute, rule performed in all material respects all obligations required to be performed by them under this Agreement at or regulation which, when taken together with all such promulgations, would materially impair the value prior to the Stockholders Closing Date. The Company shall have received a certificate signed on behalf of Parent by the Merger;President or Chief Financial Officer of Parent to such effect. (c) The Escrow Agreement shall have been duly executed and delivered by Parent and the Escrow Agent. (d) The Company shall have received an opinion from the of legal or accounting advisors counsel for Parent in a form reasonably acceptable to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;its counsel. (de) All conditions Xxxxxx Xxxx, III shall have executed and delivered an employment agreement with Parent on or prior to the merger Closing Date. (f) Parent shall have caused to be authorized an additional two directors and shall have appointed the directors nominated by Stockholders’ Representative to Parent’s Board of Directors, each effective as of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyEffective Time.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is subject to the fulfillment at satisfaction (or prior to waiver by the Closing Date and continued fulfillment as of the Consummation Date Company in its sole discretion) of the following additional further conditions: (a) PalEx and Subsidiary shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and Each of the representations and warranties of PalEx Parent and Subsidiary contained Sub set forth in this Agreement shall be true and correct in all material respects on (except for those representations qualified by materiality, which shall be true and as of the date made and on correct) at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and the warranties shall have been true and correct as of such earlier date. The Company shall have received a certificate signed on behalf of the chief executive Parent by an authorized officer of PalEx and Subsidiary Parent to that such effect;. (b) no governmental authority Parent and Sub shall have promulgated any statute, rule performed in all material respects all obligations required to be performed by them under this Agreement at or regulation which, when taken together with all such promulgations, would materially impair the value prior to the Stockholders Closing Date. The Company shall have received a certificate signed on behalf of the Merger;Parent by an authorized officer to such effect. (c) No Action shall be pending or threatened before any court or other Governmental Entity or other Person wherein an unfavorable Order would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation. No such Order shall be in effect. (d) The Indemnity Escrow Agreement shall have been duly executed and delivered by Parent and the Indemnity Escrow Agent. (e) The Company shall have received an a written opinion from the legal or accounting advisors to PalExXxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, at the expense of PalExLLP, that the Merger will constitute a tax-free transaction under Section 351 dated as of the Code to the extent of PalEx Common Stock received by the StockholdersClosing Date, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;form attached as Exhibit G hereto. (df) All conditions to the merger of the other Founding Companies, Parent shall have executed employment agreements on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyset forth on Schedule 7.2(p).

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is further subject to the fulfillment at following conditions, any or all of which may be waived, in whole or in part by the Company, on or prior to the Closing Date and continued fulfillment as of Effective Time, to the Consummation Date of the following additional conditionsextent permitted by applicable Law: (a) PalEx The representations and Subsidiary warranties of Parent and Acquisition (i) set forth in Sections 3.2(b), 3.2(c)(i), 3.2(q), 3.2(r) and 3.2(s) (the "PARENT SPECIFIED SECTIONS") shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (provided that, to the extent any such representation or warranty speaks as of a specified date, it need only be true and correct as of such specified date) and (ii) set forth in this Agreement (other than the Parent Specified Sections) shall be true and correct as of the Closing Date as though made on and as of the Closing Date (provided that, to the extent any such representation or warranty speaks as of a specified date, it need only be true and correct as of such specified date), except (A) in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct does not have, individually or in the aggregate, a Parent Material Adverse Effect and (B) in the case of clauses (i) and (ii), for any inaccuracy that results from or relates to the taking of any action, or failure to act, as required by this Agreement or at the direction of or after the consent of the Company, and the Company shall have received a certificate signed on behalf of Parent and Acquisition by their respective chief executive officers and chief financial officers to the effect set forth in this paragraph. (b) Parent and Acquisition shall have performed in all material respects its agreements contained in this Agreement the obligations required to be performed by them under this Agreement on or prior to the Closing Date and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such date, and the Company shall have received a certificate signed on behalf of Parent and Acquisition by their respective chief executive officers and chief financial officers to the effect set forth in this paragraph. (c) At least the greater of (i) 71.5% of the Parent Indebtedness outstanding as of March 31, 2003 (excluding any indebtedness outstanding under any LTDN Interim Notes) or (ii) $5,000,000 of such Parent Indebtedness, (A) has been converted, or is subject to an agreement in writing to be converted on the Closing Date, to shares of Parent Common Stock or (B) has been cancelled or permanently reduced, or is subject to an agreement in writing to be cancelled or permanently reduced on the Closing Date, in connection with a settlement with such creditor (but only to the extent such Parent Indebtedness is forgiven and is not required by such creditor to be repaid), in a manner reasonably satisfactory to the Company. (d) The Company shall have received the Excess Parent Liabilities Certificate. (e) Parent shall have entered into an agreement with Alfa-Pro Products GmbH ("THE ALFA-PRO AGREEMENT") in form and substance reasonably acceptable to the Company providing for the assignment of all patents and related Intellectual Property owned by Alfa-Pro Products GmbH to Parent in exchange for Parent Common Stock in an amount to be determined, which patents and related Intellectual Property shall be free and clear of all Liens at the time of such transfer and at the Effective Time, except for any Liens in favor of the Company, Parent or any of their respective Subsidiaries. (f) The Company shall have received a certificate signed on behalf of Parent by the chief executive officer and chief financial officer of PalEx and Subsidiary to that effect;Parent setting forth the information contained in Section 3.2(b)(i) as if the Parent Capitalization Date was the Closing Date. (bg) no governmental authority Parent shall not have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value outstanding shares of Parent Preferred Stock. (h) Parent shall exclusively own immediately prior to the Stockholders Closing all right, title and interest to and in the patents and related Parent Intellectual Property set forth on SCHEDULE 6.3(H) free and clear of any Liens, except for any Liens in favor of the Merger;Company. (ci) the The Company shall have received an opinion from obtained the legal or accounting advisors to PalEx, at the expense Financing Proceeds. (j) The consummation of PalEx, that the Merger will constitute a tax-free transaction under Section 351 shall entitle the holders of Company Common Stock, Company Convertible Securities and Company Stock Options to acquire such number of shares of Parent Common Stock such that after such issuance such holders own at least 58% of the Code outstanding shares of Parent Common Stock (excluding shares of Parent Common Stock issued to the extent Company or any of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyits Subsidiaries).

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The ------------------------------------------------------------ obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary Parent shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and Date, the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date Date, except that those representations and warranties which address matters only as if made at of a particular date shall have been true and correct as of such date, and the Company shall have received a certificate of the chief executive officer President or a Senior Vice President of PalEx and Subsidiary Parent, dated the Closing Date, certifying to that such effect;. (b) no governmental authority The Company shall have promulgated any statutereceived, rule or regulation which, when taken together with all such promulgations, would materially impair the value prior to the Stockholders effective date of the Merger;Registration Statement, the opinion of Xxxxx Xxxxxxxxxx LLP, counsel to the Company, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code, and that the Company, Parent and Merger Sub each will be a party to that reorganization within the meaning of section 368(b) of the Code, and such firm shall have reconfirmed such opinion as of the Closing Date. In rendering such opinion, Xxxxx Xxxxxxxxxx LLP may require and rely upon such certificates of the Company, Parent and Merger Sub and/or their respective officers or principal stockholders as are customary for such opinions. (c) the The Company shall have received an opinion from a letter of KPMG Peat Marwick LLP, its independent public accountants, dated as of the legal or accounting advisors Closing Date, in form and substance reasonably satisfactory to PalExthe Company, at the expense of PalEx, stating that such accountants concur with management's conclusion that the Merger will constitute qualify as a tax-free transaction to be accounted for in accordance with the pooling of interests method of accounting under Section 351 the requirements of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyAPB No. 16.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment by Parent and Merger Sub or waiver by the Company at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx Parent and Subsidiary Merger Sub shall have performed in all material respects its their respective covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement and in any document delivered in connection herewith (i) to the extent qualified by Parent Material Adverse Effect or any other materiality qualification shall be true and correct and (ii) to the extent not qualified by Parent Material Adverse Effect or any other materiality qualification shall be true and correct in all material respects on and respects, in each case as of the date made and on hereof and as of the Closing Date as if (except for representations and warranties made at and as of such a specified date, which need be true and correct only as of the specified date), and the Company shall have received a certificate of Parent, executed on its behalf by its President or a Vice President of Parent, dated the chief executive officer of PalEx and Subsidiary Closing Date, certifying to that such effect;. (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger; (c) the The Company shall have received an the opinion from of its counsel, in form and substance reasonably satisfactory to the legal or accounting advisors Company, on the basis of certain facts, representations and assumptions set forth therein, dated the Closing Date, a copy of which shall be furnished to PalExParent, at to the expense of PalEx, effect that (i) the Merger will constitute be treated for United States federal income tax purposes as a tax-free transaction under reorganization within the meaning of Section 351 368(a) of the Code and (ii) Parent, Merger Sub and the Company will each be a party to the extent reorganization within the meaning of PalEx Common Stock received by Section 368(b) of the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing Code. In rendering such opinion; (d) All conditions , such counsel shall be entitled to the merger receive and rely upon representations of officers of the other Founding CompaniesCompany, on substantially the same terms Merger Sub and Parent as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyto such matters as such counsel may reasonably request.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by In addition to the Companyconditions set forth in Section 8,1 above, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary Parent shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and Date, the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such dateDate, and the Company shall have received a certificate of the chief executive officer President or a Vice President of PalEx Parent, dated the Closing Date, certifying to such effect; provided, however, that notwithstanding anything herein to the contrary, this Section 8.2(a) shall be deemed to have been satisfied even if such performance has not occurred or such representations or warranties are not true and Subsidiary correct, unless the failure to that effect;perform or the failure of any of the representations or warranties to be so true and correct would have or would be reasonably likely to have a Parent Material Adverse Effect. (b) no governmental authority There shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value been delivered to the Stockholders Company certificates, dated within five days of the Merger;Closing Date, of the Secretary of State of the State of Delaware and the State of Georgia, with respect to the incorporation, subsistence, and good legal standing of Parent and Merger Sub, respectively. (c) All consents and approvals of any third parties required in connection with the Company execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code been obtained and delivered to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;Company. (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx There shall have been satisfied delivered to the Company certificates, dated the Closing Date, of the President or waived by Vice President and Secretary, respectively, of Parent and Merger Sub (i) to the applicable partyeffect that the Certificate of Incorporation of Parent and Articles of Incorporation of Merger Sub have not been amended since the date of the Certificates referred to in Section 8.2(b) above, (ii) attaching a true and complete copy of the Bylaws of Parent and Merger Sub as in effect on the Closing Date, and (iii) attaching a true and complete copy of the resolutions of the Board of Directors of Parent and Merger Sub approving the execution and delivery of this Agreement and authorizing the consummation of the transactions contemplated hereby. (e) There shall have been delivered to the Company certificates, dated the Closing Date, with respect to the incumbency and signatures of all officers of Parent and Merger Sub signing this Agreement and any other certificate, agreement, or instrument delivered on behalf of Parent in connection with this Agreement. (f) Parent shall have executed and delivered to the Company the Stockholders Agreement (as defined in Section 9.4). (g) Parent shall have delivered to the Company an opinion of its counsel in the form attached hereto as Exhibit C. (h) Parent shall have executed and delivered to each of Briax X. Xxxxx xxx Perrx Xxxxx xxx employment agreements set forth as Exhibit A-1 and A-2, respectively.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment satisfaction or waiver (to the extent permitted by Applicable Law and in accordance with the provisions hereof) at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx The representations and Subsidiary warranties of Parent and Merger Sub contained in this Agreement (i) that are qualified as to materiality or a Parent Material Adverse Effect shall have performed be true and correct as so qualified, and (ii) that are not so qualified shall be true and correct in all material respects its respects, in each case as of the date of this Agreement and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date). (b) Parent and Merger Sub shall have performed, in all material respects, the covenants and agreements contained in this Agreement required to be performed by them on or prior to the Closing Date and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of Date. (c) At any time after the date made of this Agreement, there shall not have occurred and on and be continuing as of the Closing Date as if made at and as Date, any change, event, occurrence, state of such datefacts or development that, and individually or in the aggregate, has had or would reasonably be likely to have a Parent Material Adverse Effect. (d) The Company shall have received a certificate of Parent and Merger Sub, executed on behalf of each of them by their Chief Executive Officer, President or Chief Financial Officer, dated the chief executive officer of PalEx and Subsidiary Closing Date, certifying to the effect that effect; the conditions set forth in Section 8.2(a), (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger; and (c) have been satisfied. (e) The authorizations, consents or approvals identified in Section 8.2(e) of the Parent Disclosure Letter shall have been obtained and evidence thereof reasonably satisfactory to the Company shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code been delivered to the extent Company. (f) The officers of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors its Subsidiaries named in providing such opinion; (dSection 7.15(a)(i) All conditions to the merger of the other Founding Companies, on substantially the same terms Company Disclosure Letter shall have entered into employment agreements with Parent as provided herein, with subsidiaries of PalEx in Section 7.15(a)(ii) and the Designated Directors shall have been satisfied or waived by the applicable partyentered into amended and restated indemnification agreements with Parent as provided in Section 7.15(b).

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date each of the following additional conditions:conditions (unless waived by the Company in accordance with the provisions of Section 7.6 hereof): (a) PalEx Each of ADS and Subsidiary Merger Sub shall have performed performed, in all material respects respects, all of its agreements contained in this Agreement herein that are required to be performed by ADS on or prior to the Closing Date and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such dateDate, and the Company shall have received a certificate of the chief executive officer Chairman or President of PalEx and Subsidiary ADS, dated the Closing Date, certifying to that such effect;. (b) no governmental authority The representations and warranties of ADS and Merger Sub contained in this Agreement and in any document delivered in connection herewith shall have promulgated any statutebe true and correct in all material respects, rule or regulation which, when taken together with all such promulgations, would materially impair as of the value Closing (except to the Stockholders extent such representations and warranties speak of the Merger; (c) a specified earlier date and except as specifically contemplated by this Agreement), and the Company shall have received a certificate of the President of ADS, dated the Closing Date, certifying to such effect. (c) The Company shall have received from ADS certified copies of the resolutions of ADS's and Merger Sub's Boards of Directors and stockholders approving and adopting this Agreement, the ADS Ancillary Documents and the transactions contemplated hereby and thereby. (d) From the date of this Agreement through the Effective Time, there shall not have occurred any event that has had an ADS Material Adverse Effect; provided, that such an event will not be deemed to have occurred solely as a result of fluctuations in the trading price of the ADS Common Stock or solely as a result of changes in the industry which generally impact on all companies in ADS's business (other than specifically on ADS). (e) The fairness opinion of Roth Xxxital Partners, to the effect that the Merger or Merger Consideration, as the case maybe, is fair to the stockholders of the Company from a financial point of view, as described in Section 4.33, has not been withdrawn; provided, however, that such withdrawal shall permit the legal Company not to fulfill its obligations to effect the Merger only 56 if the withdrawal of such opinion is a result of a material adverse change in the financial condition, business, operations or accounting advisors prospects of ADS and its Subsidiaries, taken as a whole. (f) The Company shall have received, prior to PalExthe earlier of the date the Company Proxy Statement is first mailed to the Company's stockholders and the effective date of the S-4, at the expense opinion of PalExWinthrop & Weinstine, P.A., counsel to the Company, to the effect that the Merger will constitute be treated for federal income tax purposes as a tax-free transaction under reorganization within the meaning of Section 351 368(a) of the Code to the extent of PalEx Common Stock received by the StockholdersCode, in which regard and that the Company and ADS will each be a party to that reorganization within the Stockholders shall provide representations reasonably required by such advisors in providing meaning of Section 368(b) of the Code. In rendering such opinion;, counsel shall be entitled to rely upon, among other things, reasonable assumptions as well as representations and covenants of ADS, Merger Sub and the Company. (dg) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx The Company shall have been satisfied received the opinion of Akerman, Senterfitt & Eidsxx, X.A. to such matters as the Company or waived by the applicable partyits counsel shall reasonably request.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment or waiver by the Company at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx Parent and Subsidiary Merger Sub shall have performed in all material respects its their respective covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement and in any document delivered in connection herewith (i) to the extent qualified by Parent Material Adverse Effect or any other materiality qualification shall be true and correct and (ii) to the extent not qualified by Parent Material Adverse Effect or any other materiality qualification shall be true and correct in all material respects on and respects, in each case as of the date made and on of this Agreement and as of the Closing Date as if (except for representations and warranties made at and as of such a specified date, which need be true and correct only as of the specified date), and the Company shall have received a certificate of Parent, executed on its behalf by its President or a Senior Vice President of Parent, dated the chief executive officer of PalEx and Subsidiary Closing Date, certifying to that such effect;. (b) no governmental authority The Company shall have promulgated any statutereceived the opinion of Vinson & Elkins L.L.P. or other nationally recognized tax counsel, rule or regulation which, when taken together with all such promulgations, would materially impair the value acxxxx xs cxxxxxx to the Stockholders Company, in form and substance reasonably satisfactory to the Company, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, a copy of which shall be furnished to Parent, to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) no gain or loss will be recognized by the Company or the stockholders of the Company to the extent they receive Parent Common Stock in exchange for Company Common Shares pursuant to the Merger;. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of the Company, Merger Sub and Parent as to such matters as such counsel may reasonably request. (c) the The Company Designees shall have received an opinion been duly elected or appointed as directors of Parent from and after the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Effective Time in accordance with Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;1.7 above. (d) All conditions to the merger Either (i) each of the other Founding CompaniesEmployment Agreement, on substantially as amended by the same terms Employment Agreement Amendment, and the Severance Agreement, as provided hereinamended by the Severance Agreement Amendment, with subsidiaries of PalEx or (ii) the New Employment Agreement, as applicable, shall not have been satisfied or waived repudiated by the applicable partyParent.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Effective Date of the following additional conditions, unless waived by the Company: (a) PalEx The Parent and Subsidiary Sub shall have performed in all material respects its their agreements contained in this Agreement required to be performed on or prior to the Closing Date Effective Date, and the representations and warranties of PalEx Parent and Subsidiary Sub contained in this Agreement shall be true and correct in all material respects on and as of the date when made and on and as of the Closing Effective Date as if made at on and as of such date (except to the extent they relate to a particular date), except as expressly contemplated or permitted by this Agreement, and the Company shall have received a certificate of the chief executive officer President or Chief Executive Officer or a Vice President of PalEx Parent and Subsidiary Sub to that effect;. 27 (b) no governmental authority Parent and Sub shall have promulgated any statutefurnished the Company with a certified copy of the resolutions adopted by their respective directors approving the terms, rule or regulation whichexecution and delivery of this Agreement, when taken the Merger contemplated hereby, and Parent's and Sub's performance hereunder, together with all such promulgationsa certificate of incumbency of Parent and Sub, would materially impair executed by their respective President or a Vice-President, and Secretary, which lists the value to the Stockholders officers and specimen signatures of the Merger;officers who have executed this Agreement and all other documents and instruments contemplated by this Agreement on behalf of Parent and Sub. (c) the The Company shall have received an opinion from the of Parent's and Sub's legal or accounting advisors to PalExcounsel, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 dated as of the Code Closing Date, as to the extent of PalEx Common Stock received by the Stockholdersmatters set forth on Exhibit 10.2(c) attached hereto, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions addressed to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyCompany.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary Parent shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and Date, the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date Date, except that those representations and warranties which address matters only as if made at of a particular date shall have been true and correct as of such date, and the Company shall have received a certificate of the chief executive officer President or a Vice President of PalEx and Subsidiary Parent, dated the Closing Date, certifying to that such effect;. (b) no governmental authority The Company shall have promulgated any statutereceived the opinion of Fried, rule or regulation whichFrank, when taken together with all such promulgationsHarris, would materially impair the value Xxxxxxx & Xxxxxxxx, special counsel to the Stockholders Company, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Merger;Code. (c) the The Company shall have received an opinion from a letter of its independent public accountants, dated the legal or accounting advisors Effective Time, in form and substance reasonably satisfactory to PalExit, at the expense of PalEx, stating that such accountants concur with management's conclusion that the Merger will constitute qualify as a tax-free transaction to be accounted for in accordance with the pooling of interests method of accounting under Section 351 the requirements of APB No. 16, provided that if such accountants are not able to deliver such letter due to a transaction of the Code type currently being considered by Parent, which has been described to the extent of PalEx Common Stock received by Company, such letter shall not be a condition to the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;Company's obligations hereunder. (d) All conditions to From the merger date of this Agreement through the other Founding CompaniesEffective Time, on substantially the same terms as provided herein, with subsidiaries of PalEx there shall not have been satisfied or waived by the applicable partyoccurred a Parent Material Adverse Effect.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is further subject to the fulfillment (or waiver in a writing signed by the Company, to the extent permissible under applicable Law) at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following additional conditions: (a) PalEx and Subsidiary shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the (i) The representations and warranties of PalEx Parent and Subsidiary contained Merger Sub set forth in this Agreement ARTICLE IV that are qualified by a “Parent Material Adverse Effect” qualification shall be true and correct in all material respects on and as of the date made and on so qualified at and as of the Closing Date as if though made at and as of such date, the Closing Date and (ii) the Company representations and warranties of Parent and Merger Sub set forth in ARTICLE IV that are not qualified by a “Parent Material Adverse Effect” qualification shall have received a certificate be true and correct at and as of the chief executive officer Closing Date as though made at and as of PalEx the Closing Date, except for such failures to be true and Subsidiary to correct that effect;have not had, individually or in the aggregate, a Parent Material Adverse Effect; provided that representations and warranties set forth in ARTICLE IV that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) or (ii) of this Section 6.2(a), as applicable) only as of such date or period. (b) no governmental authority Parent and Merger Sub shall have promulgated any statuteperformed and complied with, rule in each case, in all material respects, all covenants required by this Agreement to be performed or regulation which, when taken together complied with all such promulgations, would materially impair the value by them prior to the Stockholders of the Merger;Effective Time. (c) Parent and Merger Sub each shall have delivered to the Company shall have received an opinion from a certificate, dated the legal or accounting advisors Closing Date and signed by a duly authorized executive officer in their capacity as such (and not individually) of each of Parent and Merger Sub, certifying to PalEx, at the expense of PalEx, effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) for each of Parent and Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the StockholdersSub, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companiesrespectively, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partysatisfied.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is further subject to the fulfillment at following conditions, any or all of which may be waived, in whole or in part by the Company, on or prior to the Closing Date and continued fulfillment as of Effective Time, to the Consummation Date of the following additional conditionsextent permitted by applicable Law: (a) PalEx The representations and Subsidiary warranties of Parent and Acquisition set forth in this Agreement that are qualified as to materiality shall be true and correct, and the representations and warranties of Parent and Acquisition set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (provided that, to the extent any such representation or warranty speaks as of a specified date, it need only be true and correct as of such specified date) and the Company shall have received a certificate signed on behalf of Parent and Acquisition by their respective presidents to the effect set forth in this paragraph. (b) Parent and Acquisition shall have performed in all material respects its agreements contained in this Agreement the obligations required to be performed by them under this Agreement on or prior to the Closing Date and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such date, and the Company shall have received a certificate signed on behalf of the chief executive officer of PalEx Parent and Subsidiary to that effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value Acquisition by their respective presidents to the Stockholders of the Merger;effect set forth in this paragraph. (c) the Company Parent and Acquisition shall have received an opinion from obtained the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 proceeds of the Code Financing or alternative financing in an aggregate amount that is sufficient to allow the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions Surviving Corporation to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyfulfill its obligations under Article II hereof.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is further subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (ai) PalEx The representations and Subsidiary warranties of Parent contained herein (other than the representation and warranties set forth in Sections 4.2 and 4.3(a)) shall have performed in all material respects its agreements contained in be true and correct as of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement required or some other date will be determined as of such date and not as of the Effective Time and (z) where any such failure of the representations and warranties in the aggregate to be performed true and correct would not reasonably be expected to have a Material Adverse Effect on Parent (without giving effect to any “materiality” or prior to the Closing Date “Material Adverse Effect” qualifications contained therein); and (ii) the representations and warranties of PalEx Parent set forth in Sections 4.2 and Subsidiary contained in this Agreement 4.3(a) and 4.4(b) shall be true and correct in all material respects on both when made and at and as of the date made Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and on and warranties that by their terms speak as of the Closing Date as if made at and date of this Agreement or some other date will be determined as of such date, and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority Parent shall have promulgated any statute, rule or regulation which, when taken together performed in all material respects all obligations and complied in all material respects with all such promulgations, would materially impair the value covenants required by this Agreement to be performed or complied with by it prior to the Stockholders of the MergerEffective Time; (c) The Board of Directors of Parent shall have taken all actions, including the adoption of resolutions (which resolutions shall remain in full force and effect), necessary to increase the number of directors constituting the Board of Directors of Parent in accordance with Section 5.17 and appoint those persons named in Section 5.17 of the Company shall have received an opinion from Disclosure Schedule to positions on the legal or accounting advisors to PalEx, at Board of Directors of Parent in the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinionclasses identified therein; (d) All conditions Parent shall have delivered to the merger Company a certificate, dated the Effective Time and signed by its Chief Executive Officer or any Executive Vice President certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied; and (e) Except as disclosed in the Parent SEC Documents (in each case excluding any disclosures set forth in any section of a filed Parent SEC Document entitled “Risk Factors” or “Forward-Looking Statements” or any other disclosures included in such filings to the other Founding Companiesextent that they are forward-looking in nature) or in the Parent Disclosure Schedule or as expressly contemplated by this Agreement, on substantially since the same terms as provided hereindate of this Agreement, with subsidiaries of PalEx there shall have been satisfied no event, occurrence, development or waived by the applicable partystate of circumstances or facts that would reasonably be expected to have a Material Adverse Effect on Parent.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall and the other transactions to be effected at the Closing as contemplated hereby is further subject to the fulfillment (or waiver in writing by the Company) at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following additional conditions: (a) PalEx (i) The representations and Subsidiary warranties of Parent and Merger Sub set forth in this Agreement which are qualified by a “Parent Material Adverse Effect” qualification shall be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (ii) the representations and warranties of Parent and Merger Sub set forth in this Agreement which are not qualified by a “Parent Material Adverse Effect” qualification shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; provided, however, that with respect to clauses (i) and (ii) hereof, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) or (ii), as applicable), only as of such date or period. (b) Parent and Merger Sub shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date all obligations and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct complied in all material respects on and as of with all covenants required by this Agreement to be performed or complied with by them prior to the date made and on and Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date as if made at and as of such datesigned by its Chief Executive Officer or another senior officer, and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger; (c) the Company shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, certifying that the Merger will constitute a tax-free transaction under conditions set forth in Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company 7.2(a) and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (dSection 7.2(b) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partysatisfied.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is further subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx (i) The representations and Subsidiary warranties of Parent contained herein (other than the representation and warranties set forth in Sections 4.2 and 4.3(a)) shall have performed in all material respects its agreements contained in be true and correct as of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement required or some other date will be determined as of such date and not as of the Effective Time and (z) where any such failure of the representations and warranties in the aggregate to be performed true and correct would not reasonably be expected to have a Material Adverse Effect on Parent (without giving effect to any “materiality” or prior to the Closing Date “Material Adverse Effect” qualifications contained therein); and (ii) the representations and warranties of PalEx Parent set forth in Sections 4.2 and Subsidiary contained in this Agreement 4.3(a) and 4.4(b) shall be true and correct in all material respects on both when made and at and as of the date made Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and on and warranties that by their terms speak as of the Closing Date as if made at and date of this Agreement or some other date will be determined as of such date, and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority Parent shall have promulgated any statute, rule or regulation which, when taken together performed in all material respects all obligations and complied in all material respects with all such promulgations, would materially impair the value covenants required by this Agreement to be performed or complied with by it prior to the Stockholders of the MergerEffective Time; (c) The Board of Directors of Parent shall have taken all actions, including the adoption of resolutions (which resolutions shall remain in full force and effect), necessary to increase the number of directors constituting the Board of Directors of Parent in accordance with Section 5.17 and appoint those persons named in Section 5.17 of the Company shall have received an opinion from Disclosure Schedule to positions on the legal or accounting advisors to PalEx, at Board of Directors of Parent in the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinionclasses identified therein; (d) All conditions Parent shall have delivered to the merger Company a certificate, dated the Effective Time and signed by its Chief Executive Officer or any Executive Vice President certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied; and (e) Except as disclosed in the Parent SEC Documents (in each case excluding any disclosures set forth in any section of a filed Parent SEC Document entitled “Risk Factors” or “Forward-Looking Statements” or any other disclosures included in such filings to the other Founding Companiesextent that they are forward-looking in nature) or in the Parent Disclosure Schedule or as expressly contemplated by this Agreement, on substantially since the same terms as provided hereindate of this Agreement, with subsidiaries of PalEx there shall have been satisfied no event, occurrence, development or waived by the applicable partystate of circumstances or facts that would reasonably be expected to have a Material Adverse Effect on Parent.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as Effective Time of the Consummation Date of the following additional conditions, unless waived by the Company, that: (a) PalEx Parent and Merger Subsidiary shall have performed in all material respects its their respective agreements and covenants contained in this Merger Agreement required to be performed on at or prior to the Closing Date Effective Time and the representations and warranties of PalEx Parent and Merger Subsidiary contained in this Merger Agreement shall be true when made and correct in all material respects on (except for representations and warranties made as of a specified date, which need only be true as of such date) at and as of the date made and on and as of the Closing Date Effective Time as if made at and as of such datetime, except as contemplated by this Merger Agreement and except for inaccuracies in representations and warranties and failures to perform their respective agreements that in the aggregate do not constitute a Parent Material Adverse Effect; and the Company shall have received a certificate of the chief executive an officer of PalEx Parent and of Merger Subsidiary to that effect;. (b) no governmental authority The Company shall have promulgated any statutereceived from Xxxxxx, rule or regulation whichHall & Xxxxxxx, when taken together with all such promulgations, would materially impair the value counsel to the Stockholders Company, or counsel to Parent, on the Closing Date, a written opinion dated as of such date that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Merger;Code. (c) the Company Parent shall have received an opinion from executed and delivered the legal or accounting advisors to PalEx, at the expense Declaration of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;Registration Rights attached as EXHIBIT D hereto. (d) All conditions The Related Agreements referred to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx in Section 7.4(b) shall have been satisfied or waived duly authorized, executed and delivered by parties thereto other than the applicable partyCompany and shall be in full force and effect.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as Effective Time of the Consummation Date of the following additional conditions, unless waived by the Company, that: (a) PalEx Parent and Merger Subsidiary shall have performed in all material respects its their respective agreements contained in this Agreement required to be performed on at or prior to the Closing Date Effective Time and the representations and warranties of PalEx Parent and Merger Subsidiary contained in this Agreement shall be true when made and correct in all material respects on (except for representations and warranties made as of a specified date, which need only be true as of such date) at and as of the date made and on and as of the Closing Date Effective Time as if made at and as of such datetime, except as contemplated by this Agreement or cured prior to the Effective Time and except for inaccuracies that in the aggregate do not constitute a Parent Material Adverse Effect; and the Company and each Stockholder shall have received a certificate of the chief executive an officer of PalEx and Subsidiary to that effect;. (b) no governmental authority The Escrow Agreement shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger; (c) the Company shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received been executed and delivered by the Stockholders, in which regard parties thereto other than the Company and the Stockholders and shall provide representations reasonably required be in full force and effect. (c) The Registration Rights Agreement shall have been executed and delivered by such advisors in providing such opinion;Parent. (d) All conditions The Company shall have received from Xxxxxx Beach LLP counsel to the merger Company, a written opinion dated as of the other Founding CompaniesClosing Date, based on substantially appropriate representations, including representations of Parent and the same terms Company, that the Merger qualifies as provided hereina reorganization within the meaning of Section 368(a) of the Code; provided, with subsidiaries of PalEx however, in the event that counsel to the Company is unwilling to render such opinion this condition shall have been be satisfied or waived by if counsel to Parent renders such an opinion that is reasonably satisfactory to the applicable partyCompany.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at fulfillment, or the Company's express written waiver, on or prior to the Closing Date and continued fulfillment as of the Consummation Date Date, of the following additional conditions: (a) PalEx and Subsidiary Each of the GW Parties shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and Date, the representations and warranties of PalEx and Subsidiary each of the GW Parties contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects (except for such representations and warranties that are qualified by material, materiality or similar words, which shall be true and correct) as if made on and as of the date made and on and as of the Closing Date (or to the extent that any such representation or warranty is expressly made as if made at of another specified date, the same shall be true and correct, or true and correct in all material respects, as applicable, as of such specified date), and the Company shall have received a certificate of the chief executive officer President or a Vice President of PalEx and Subsidiary each of the GW Parties, dated the Closing Date certifying to that such effect;. (b) no governmental authority All material consents and approvals of any third parties required of each of the GW Parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have promulgated any statutebeen obtained by each of the GW Parties, rule or regulation whichas the case may be, when taken together with all such promulgations, would materially impair the value and delivered to the Stockholders of the Merger;Company. (c) All filings, if any, required to be made under the HSR Act shall have been made, and any applicable waiting period thereunder shall have expired or terminated. (d) There shall be no Parent Material Adverse Effect. (e) The Company shall have received an opinion from of counsel to Parent, in the legal or accounting advisors to PalEx, at the expense of PalExform attached as Exhibit B, that the Merger Shares will be legally issued and will constitute a taxfully paid and non-free transaction under Section 351 assessable shares of Parent. (f) The Company Security Holders shall have received, the Code certificates representing the Merger Shares as set forth in Final Schedule 2.5(c). (g) The Parent shall have wire-transferred the Merger Cash as set forth in Final Schedule 2.5(c) to the extent of PalEx Common Stock received accounts designated by the Stockholders, in which regard the Company Security Holders and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyClosing Escrow Agent.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: : (a) PalEx and Subsidiary Parent shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and Date, the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date Date, except that those representations and warranties which address matters only as if made at of a particular date shall have been true and correct as of such date, and the Company shall have received a certificate of the chief executive officer President or a Senior Vice President of PalEx and Subsidiary Parent, dated the Closing Date, certifying to that such effect; . (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger; (c) the The Company shall have received an received, prior to the effective date of the Registration Statement, the opinion from of Xxxxx Xxxxxxxxxx LLP, counsel to the legal or accounting advisors Company, to PalEx, at the expense of PalEx, effect that the Merger will constitute be treated for federal income tax purposes as a tax-free transaction under Section 351 reorganization within the meaning of section 368(a) of the Code Code, and that the Company, Parent and Merger Sub each will be a party to that reorganization within the extent meaning of PalEx Common Stock received by section 368(b) of the StockholdersCode, in which regard and such firm shall have reconfirmed such opinion as of the Company and the Stockholders shall provide representations reasonably required by such advisors in providing Closing Date. In rendering such opinion; (d) All conditions to the merger , Xxxxx Xxxxxxxxxx LLP may require and rely upon such certificates of the other Founding CompaniesCompany, on substantially the same terms Parent and Merger Sub and/or their respective officers or principal stockholders as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyare customary for such opinions.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by In addition to the Companyconditions set forth in Section 6.1 above, the obligation of the Company to effect the Merger shall will be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx Each of Parent and Subsidiary shall Merger Sub will have performed in all material respects its agreements and covenants contained in this Agreement required to be performed on or prior to the Closing Date and Date. (b) Other than the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in Section 4.2 (Authorization, Validity, and Effect of Agreements), the representations and warranties of Parent and Merger Sub contained in this Agreement shall and in any document delivered in connection herewith (disregarding for this purpose any limitation or qualification by “materiality” or “Parent Material Adverse Effect”) will be true and correct as of the Closing Date, and the Company will have received a certificate of the President or a Vice President of each of Parent and Merger Sub, dated the Closing Date, certifying to such effect; provided, however, that notwithstanding anything herein to the contrary, this Section 6.2(b) will be deemed to have been satisfied even if such representations or warranties are not true and correct, unless the failure to perform or the failure of any of the representations or warranties to be so true and correct would have or would reasonably be likely to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The representations and warranties of Parent and Merger Sub contained in Section 4.2 (Authorization, Validity, and Effect of Agreements) will be true and correct in all material respects on and as of the date made and on hereof and as of the Closing Date Date, as if made at on the Closing Date. (d) There will have been delivered to the Company certificates, dated within five days of the Closing Date, (i) of the Secretary of State of the State of Delaware, with respect to the incorporation and as good standing of such dateParent and (ii) of the Secretary of State of the State of Nevada, with respect to the incorporation and good standing of Merger Sub. (e) All consents and approvals of any third parties required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will have been obtained and delivered to the Company. (f) There will have been delivered to the Company shall certificates, dated the Closing Date, of the President or Vice President and Secretary, respectively, of Parent and Merger Sub, attaching a true and complete copy of the resolutions of the Board of Directors of Parent and Merger Sub approving the execution and delivery of this Agreement and authorizing the consummation of the transactions contemplated hereby. (g) Each of Parent and Merger Sub will have received delivered to the Company a certificate of the chief executive officer President or a Vice President of PalEx Parent and Subsidiary to that effect; (b) no governmental authority shall have promulgated any statuteMerger Sub, rule or regulation whichrespectively, when taken together with all such promulgationsdated the Closing Date, would materially impair the value certifying as to the Stockholders satisfaction of the Merger; (cconditions specified in Sections 6.2(a), 6.2(b) the Company shall have received an opinion from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable party6.2(c).

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary (i) Acquiror shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and (ii) the representations and warranties of PalEx Acquiror and Subsidiary contained Merger Sub set forth in this Agreement shall be true and correct in all material respects respects, in each case, on and as of the date made and except to the extent that such representations and warranties speak as of an earlier date on and as of the Closing Date as if made at and as of such date, and the . (b) The Company shall have received a certificate of the chief executive officer President or an Executive Vice President of PalEx and Subsidiary to Acquiror, dated the Closing Date, certifying that effect; (bthe conditions set forth in Section 8.2(a) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger;been satisfied. (c) the The Company shall have received been furnished with an opinion from the legal or accounting advisors of MxXxxxxxx, Will & Exxxx, counsel to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the StockholdersAcquiror, in which regard substantially the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;form of Exhibit 8.2(c) attached hereto. (d) All conditions Acquiror shall have delivered immediately available funds in the amount of the Merger Consideration to the merger of Exchange Agent. (e) Acquiror and the Escrow Agent shall have executed and delivered to the Company the Escrow Agreement. (f) Acquiror and the Exchange Agent shall have executed and delivered to the Company the Exchange Agreement. (g) Each other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx Transaction Document shall have been satisfied or waived by executed and delivered and be in full force and effect as of the applicable partyClosing Date.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment or waiver by the Company at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx and Subsidiary Parent shall have performed in all material respects its covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement and in any document delivered in connection herewith (i) to the extent qualified by Parent Material Adverse Effect or any other materiality qualification shall be true and correct and (ii) to the extent not qualified by Parent Material Adverse Effect or any other materiality qualification shall be true and correct in all material respects on and respects, in each case as of the date made and on of this Agreement and as of the Closing Date as if (except for representations and warranties made at and as of such a specified date, which need be true and correct only as of the specified date), and the Company shall have received a certificate of Parent, executed on its behalf by its President or a Senior Vice President of Parent, dated the chief executive officer of PalEx and Subsidiary Closing Date, certifying to that such effect;. (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger; (c) the The Company shall have received an the opinion from of Vinxxx & Elkxxx X.L.P., counsel to the legal or accounting advisors Company, in form and substance reasonably satisfactory to PalExthe Company, at on the expense basis of PalExcertain facts, representations and assumptions set forth in such opinion, dated the Closing Date, a copy of which shall be furnished to Parent, to the effect that (i) the Merger will constitute be treated for federal income tax purposes as a tax-free transaction under reorganization within the meaning of Section 351 368(a) of the Code and (ii) no gain or loss will be recognized by the Company or the stockholders of the Company to the extent of PalEx they receive Parent Common Stock received by in exchange for Company Shares pursuant to the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing Merger. In rendering such opinion; (d) All conditions , such counsel shall be entitled to the merger receive and rely upon representations of officers of the other Founding CompaniesCompany, on substantially the same terms Merger Sub and Parent as provided herein, with subsidiaries of PalEx shall have been satisfied or waived by the applicable partyto such matters as such counsel may reasonably request.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following additional conditions: (a) PalEx Parent and Subsidiary Merger Sub shall have performed in all material respects its (or in all respects in the case of any agreement containing any materiality qualification) their agreements contained in this Agreement required to be performed on or prior to the Closing Date and Date; (b) the representations and warranties of PalEx Parent and Subsidiary Merger Sub contained in this Agreement shall be true and correct in all material respects (or in all respects in the case of any representation or warranty containing any materiality qualification) on and as of the date made and on and as of the Closing Date as if made at and as of such date, and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the Merger; (c) the Company shall have received an opinion from the legal or accounting advisors to PalEx, at the expense a certificate executed on behalf of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received Parent by the Stockholders, in which regard Chief Executive Officer or a Vice President of Parent and on behalf of Merger Sub by the Company President or a Vice President of Merger Sub with respect to (a) and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion(b) above; (d) All conditions Shareholders shall have received a legal opinion from Parent's in-house counsel, in the form attached hereto as EXHIBIT C; (e) Merger Sub shall have entered into new real property leases with respect to properties owned by the merger Shareholders, or any Affiliates of the Shareholders, in form attached hereto as EXHIBIT D; PROVIDED, HOWEVER, in no event shall such lease payments under such leases exceed the aggregate amount paid for such properties under current leases; and (f) all waivers, consents and approvals from third parties necessary for the transfer of any material contracts, financial assurances and any other Founding Companiesrights and benefits in connection with the Merger, on substantially or necessary for the same terms as provided herein, with subsidiaries consummation of PalEx the Merger and the transactions contemplated hereby shall have been satisfied or waived by obtained and be in effect at the applicable partyClosing Date.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following additional conditions: (a) PalEx The Parent and Subsidiary the Merger Sub shall have performed or be in compliance in all material respects its with agreements contained in this Agreement required to be performed on or prior to the Closing Date and the Date. The representations and warranties of PalEx the Parent and Subsidiary the Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such dateDate, and the Company shall have received a certificate of the chief executive officer President of PalEx and Subsidiary the Parent, dated the Closing Date, certifying to that such effect;. (b) no governmental authority There shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value been delivered to the Stockholders Company certificates, dated within five days of the Merger;Closing Date, of the Secretary of State of the State of Nevada and the State of California, with respect to the incorporation, subsistence, and good legal standing of the Parent and the Merger Sub, respectively. (c) All consents and approvals of any third parties required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained and delivered to the Company shall have received an opinion including a Release from the legal or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion;each executive officer. (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx There shall have been satisfied delivered to the Company certificates, dated as of the Closing Date, of the President and Secretary, respectively, of the Parent and the Merger Sub as set forth as Exhibit 9.2(d), (i) to the effect that the Articles of Incorporation of the Parent and Articles of Incorporation of Merger Sub have not been amended since the date of this Agreement, (ii) attaching a true and complete copy of the Bylaws of the Parent and the Merger Sub as in effect on the Closing Date, (iii) attaching a true and complete copy of the resolutions of the Board of Directors of the Parent and the Merger Sub approving the execution and delivery of this Agreement and authorizing the consummation of the transactions contemplated hereby; and (iv) to the effect that each of the provisions of Section 9.2(a) are true and correct as of the Closing Date. (e) There shall have been delivered to the Company certificates, dated as of the Closing Date, with respect to the incumbency and signatures of all officers of the Parent and the Merger Sub signing this Agreement and any other certificate, agreement, or waived by instrument delivered on behalf of the applicable partyParent and the Merger Sub in connection with this Agreement. (f) The Parent shall have delivered to the Company an opinion of its counsel in the form attached hereto as Exhibit "9.2". (g) Since the Closing Date, there shall not have been any material adverse change in the condition (financial or otherwise), business, properties or assets of the Parent or the Subsidiaries.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to effect the Merger shall be is, in addition to the conditions set forth in Section 7.1, further subject to the fulfillment satisfaction or (to the extent not prohibited by Law) waiver by the Company at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following additional conditions: (a) PalEx each of the representations and Subsidiary warranties of Parent and Acquisition Sub contained in this Agreement, without giving effect to any materiality or “Parent Material Adverse Effect” or similar qualifications therein, shall be true and correct as of the Closing Date, except for such failures to be true and correct as would not have a Parent Material Adverse Effect (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); (b) Parent and Acquisition Sub shall have performed or complied in all material respects its agreements contained in with their respective obligations required under this Agreement required to be performed or complied with on or prior to the Closing Date and the representations and warranties of PalEx and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such date, and the Company shall have received a certificate of the chief executive officer of PalEx and Subsidiary to that effect; (b) no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Stockholders of the MergerDate; (c) any waiting period (or any extension thereof) applicable to the Company consummation of the Merger under the HSR Act shall have received an opinion from the legal expired or accounting advisors to PalEx, at the expense of PalEx, that the Merger will constitute a tax-free transaction under Section 351 of the Code to the extent of PalEx Common Stock received by the Stockholders, in which regard the Company and the Stockholders shall provide representations reasonably required by such advisors in providing such opinion; (d) All conditions to the merger of the other Founding Companies, on substantially the same terms as provided herein, with subsidiaries of PalEx been terminated or early termination thereof shall have been satisfied or waived by granted, and the applicable party.waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust and Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or clearance decisions shall have been obtained, and there shall not be in effect any voluntary agreement with a Governmental Authority not to consummate the Merger; and