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 consummate the Merger shall be subject to the fulfillment at or prior to the Merger Effective Time of the following additional conditions: (a) (i) the representations and warranties of the Yuma Entities set forth in Sections 4.02 (Capitalization), and 4.03(a) – (c) (Authority; Non-Contravention) shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date) and (ii) the other representations and warranties of the Yuma Entities contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date), except in the case of this clause (ii) for changes expressly permitted by this Agreement. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to that effect; (b) each Yuma Entity shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Merger Effective Time and the Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to that effect; (c) Prior to the Merger Effective Time, each of the seven (7) Persons named on Exhibit G, attached hereto shall have agreed to serve as a member of the board of Yuma Delaware if elected, and the Yuma board of directors shall have confirmed that upon the election of such persons, the Yuma Delaware Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals; (d) Pursuant to terms of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) shall be set and established at seven (7) members and each of the Persons named on Exhibit G attached hereto shall be elected to serve as directors of Yuma Delaware to hold office in accordance with the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected or appointed and qualified; (e) the Company shall have received the opinion of Xxxxxx Xxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, on the date on which the Registration Statement is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which are consistent with the state of facts existing as of the date on which the Registration Statement is filed and the Merger Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Yuma Delaware will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 8.02(e), Xxxxxx Xxxxxx LLP shall have received and may rely upon the certificates and representations referred to in Section 6.14(f); (f) Yuma and Yuma Delaware must have delivered to its counsel, the Company and the Company’s counsel a certificate signed on behalf of Yuma and Yuma Delaware by a duly authorized officer of Yuma and Yuma Delaware certifying the representations set forth in Section 4.13 and as otherwise reasonably requested by the Company’s or Yuma and Yuma Delaware’s tax counsel; (g) the Company shall have been furnished with evidence satisfactory to it that Yuma has obtained the consents, approvals and waivers set forth in Section 8.02(g) of the Yuma Disclosure Schedule; (h) the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable to the Company in its reasonable discretion at the Merger Effective Time; and (i) the Registration Rights Agreement in the form of Exhibit H shall be executed by Yuma Delaware and delivered for execution to (A) the Registration Rights Persons and (B) each of the Additional DPAC Holders who sign both a Lock-Up Agreement pursuant to Section 6.26 and a voting agreement in substantially the form of the Company Voting Agreement pursuant to Section 6.28.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company and the Selling Stockholders to consummate effect the Merger shall be subject to the fulfillment at or prior to the Merger Effective Time Closing Date of the following additional conditions:conditions (unless waived by the Company in accordance with the provisions of Section 8.6 hereof): (a) (i) the representations iOwn and warranties of the Yuma Entities set forth in Sections 4.02 (Capitalization)iOwn Sub shall have performed, and 4.03(a) – (c) (Authority; Non-Contravention) shall be true and correct in all material respects as respects, all of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date) and (ii) the other representations and warranties of the Yuma Entities its agreements contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date), except in the case of this clause (ii) for changes expressly permitted by this Agreement. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to herein that effect; (b) each Yuma Entity shall have performed in all material respects all obligations are required to be performed by it under this Agreement iOwn and iOwn Sub on or prior to the Merger Effective Time Closing Date, and the Company shall have received a certificate of the chief executive officer Chairman or President of iOwn and iOwn Sub, dated the chief financial officer Closing Date, certifying to such effect. (b) The representations and warranties of Yuma iOwn and iOwn Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct as of the Closing in all material respects, and the Company shall have received a certificate of the President or Chief Financial Officer of iOwn, dated the Closing Date, certifying to that such effect;. (c) Prior to the Merger Effective Time, each The Company shall have received from iOwn certified copies of the seven (7) Persons named on Exhibit Gresolutions of iOwn's and iOwn Sub's Boards of Directors approving and adopting this Agreement, attached hereto shall have agreed to serve as a member of the board of Yuma Delaware if elected, iOwn Ancillary Documents and the Yuma board of directors shall have confirmed that upon the election of such persons, the Yuma Delaware Board shall have a sufficient number of “independent directors” to satisfy applicable SEC transactions contemplated hereby and NYSE MKT rules. The Yuma Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals;thereby. (d) Pursuant From the date of this Agreement through the Effective Time, there shall not have occurred any event that would have or would be reasonably likely to terms have a Material Adverse Effect in the financial condition, business, operations or prospects of the MergeriOwn and iOwn Sub, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) shall be set and established at seven (7) members and each of the Persons named on Exhibit G attached hereto shall be elected to serve taken as directors of Yuma Delaware to hold office in accordance with the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected or appointed and qualified;a whole. (e) iOwn shall have executed and delivered the Notes and security documents to each of the Selling Stockholders. (f) iOwn and iOwn Sub shall have executed and delivered such other documents and taken such other actions as the Company or the Selling Stockholders shall reasonably request. (g) iOwn shall have paid [*] into the Company at the time of the Closing. (h) The Company shall have received the opinion of Xxxxxx Xxxxxx LLP, counsel to Xxxxxxx Coie LLP in the Company, in form and substance reasonably satisfactory to the Company, on the date on which the Registration Statement is filed and on the Closing Date, in each case dated attached hereto as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which are consistent with the state of facts existing as of the date on which the Registration Statement is filed and the Merger Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Yuma Delaware will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 8.02(e), Xxxxxx Xxxxxx LLP shall have received and may rely upon the certificates and representations referred to in Section 6.14(f); (f) Yuma and Yuma Delaware must have delivered to its counsel, the Company and the Company’s counsel a certificate signed on behalf of Yuma and Yuma Delaware by a duly authorized officer of Yuma and Yuma Delaware certifying the representations set forth in Section 4.13 and as otherwise reasonably requested by the Company’s or Yuma and Yuma Delaware’s tax counsel; (g) the Company shall have been furnished with evidence satisfactory to it that Yuma has obtained the consents, approvals and waivers set forth in Section 8.02(g) of the Yuma Disclosure Schedule; (h) the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable to the Company in its reasonable discretion at the Merger Effective Time; andExhibit G. [*] Confidential Treatment Requested -39- (i) Promptly after the Registration Rights Agreement Closing, the Surviving Corporation shall assign the rights to and delegate all obligations under the identified automobile leases in the form of Exhibit H shall be executed by Yuma Delaware and delivered for execution Disclosure Statement to (A) the Registration Rights Persons and (B) each of the Additional DPAC Holders who sign both a Lock-Up Agreement pursuant Selling Stockholders, as directed by such individuals. Each Selling Stockholder agrees to Section 6.26 hold harmless and a voting agreement in substantially indemnify the form Surviving Corporation and iOwn for any and all liabilities arising from such leases at and after the effective date of the Company Voting Agreement pursuant to Section 6.28assignment and delegation. All parties shall reasonably cooperate with each other in concluding such transactions.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to consummate effect the Merger shall will be subject to the fulfillment at or prior to the Merger Effective Time of the additional following additional conditions: (a) (i) the representations AccuMed and warranties of the Yuma Entities set forth in Sections 4.02 (Capitalization), and 4.03(a) – (c) (Authority; Non-Contravention) shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date) and (ii) the other representations and warranties of the Yuma Entities contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date), except in the case of this clause (ii) for changes expressly permitted by this Agreement. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to that effect; (b) each Yuma Entity shall Acquisition Sub will have performed in all material respects all obligations their agreements contained in this Agreement required to be performed by it under this Agreement on them at or prior to the Merger Effective Time and the representations and warranties of AccuMed and Acquisition Sub set forth in this Agreement if qualified by materiality are true in all respects and if not so qualified are true in all material respects when made and at and as of the Effective Time as if made at and as of such time and the Company shall will have received a certificate of AccuMed and Acquisition Sub executed on behalf of each such corporation by the chief executive officer or the chief financial officer Chief Executive Officer of Yuma such corporations to that effect;. (b) The Company will have received the opinion of Joycx X. Xxxxxxx, Xxq., counsel to AccuMed and Acquisition Sub, substantially to the effect set forth in Exhibit B. (c) Prior There will have been no material adverse change in the financial condition, results of operations, assets, liabilities or business of AccuMed since the date of this Agreement. (d) AccuMed will execute and deliver indemnification agreements, satisfactory to the Merger Company and AccuMed's newly elected Board of Directors, pursuant to which AccuMed will indemnify, defend and hold harmless each member of AccuMed's Board of Directors as of the Effective Time. (e) AccuMed will issue a proxy statement for use in connection with a special meeting of its stockholders to vote upon the Merger, each and include proposals for (i) amending AccuMed's Certificate of Incorporation to change AccuMed's corporate name to Microsulis Medical Corporation, (ii) electing seven (7) directors to serve new terms beginning as of the Effective Time and continuing until the next annual meeting of stockholders, and (iii) approving a new AccuMed stock option plan, which was approved by the Company prior to the submission of such plan to AccuMed's shareholders. Of the seven (7) Persons named on Exhibit Gnominees for directors, attached hereto four shall have agreed be qualified nominees submitted by Gillxxx Xxxxxx xx AccuMed's Board of Directors in writing within a reasonable amount of time prior to serve as a member of the board of Yuma Delaware if elected, and the Yuma board of directors shall have confirmed that upon the election anticipated filing of such persons, the Yuma Delaware Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals; (d) Pursuant to terms of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) shall be set and established at seven (7) members and each of the Persons named on Exhibit G attached hereto shall be elected to serve as directors of Yuma Delaware to hold office in accordance with the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected or appointed and qualified; (e) the Company shall have received the opinion of Xxxxxx Xxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, on the date on which the Registration Statement is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which are consistent with the state of facts existing as of the date on which the Registration Statement is filed and the Merger Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Yuma Delaware will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 8.02(e), Xxxxxx Xxxxxx LLP shall have received and may rely upon the certificates and representations referred to in Section 6.14(f);proxy statement. (f) Yuma and Yuma Delaware must have delivered to its counsel, the Company and the Company’s counsel a certificate signed on behalf of Yuma and Yuma Delaware by a duly authorized officer of Yuma and Yuma Delaware certifying the representations set forth in Section 4.13 and as otherwise reasonably requested by the Company’s or Yuma and Yuma Delaware’s tax counsel; (g) the Company shall There will have been furnished with evidence satisfactory to it that Yuma has obtained the consents, approvals and waivers set forth in Section 8.02(g) of the Yuma Disclosure Schedule; (h) the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable to the Company in its reasonable discretion at the Merger Effective Time; and (i) the Registration Rights Agreement no material adverse change in the form financial condition, results of Exhibit H shall be executed by Yuma Delaware and delivered for execution to (A) operations, assets, liabilities or business of AccuMed since the Registration Rights Persons and (B) each date of the Additional DPAC Holders who sign both a Lock-Up Agreement pursuant to Section 6.26 and a voting agreement in substantially the form of the Company Voting Agreement pursuant to Section 6.28this Agreement.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to consummate effect the Merger shall be subject to the fulfillment at or prior to the Merger Effective Time Date of the following additional conditions, unless waived by the Company: (a) (i) Parent shall have performed in all material respects its agreements contained in this Merger Agreement required to be performed on or prior to the Effective Date, and except as contemplated or permitted by this Merger Agreement, the representations and warranties of the Yuma Entities set forth Parent contained in Sections 4.02 (Capitalization), and 4.03(a) – (c) (Authority; Non-Contravention) this Merger Agreement that are subject to a Parent Material Adverse Effect qualifier shall be true and correct in all material respects as of the date hereof when made and on and as of the Merger Effective Time Date as if made on and as of the Merger Effective Time (or, if given as of a specific such date, at and as of such date) and (ii) the other representations and warranties of the Yuma Entities Parent contained in this Merger Agreement that are not subject to such a qualifier shall be true and correct in all material respects as of (except where the date hereof failure to be true and correct, alone or taken together with other failures to be true and correct, would not have a Parent Material Adverse Effect) when made and on and as of the Merger Effective Time Date as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date), except in the case of this clause . (iib) for changes expressly permitted by this Agreement. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to that effect; (b) each Yuma Entity shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Merger Effective Time an opinion from Gravel and the Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to that effect; (c) Prior to the Merger Effective TimeShea, each of the seven (7) Persons named on Exhibit GBurlington, attached hereto shall have agreed to serve as a member of the board of Yuma Delaware if elected, and the Yuma board of directors shall have confirmed that upon the election of such persons, the Yuma Delaware Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals; (d) Pursuant to terms of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) shall be set and established at seven (7) members and each of the Persons named on Exhibit G attached hereto shall be elected to serve as directors of Yuma Delaware to hold office in accordance with the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected or appointed and qualified; (e) the Company shall have received the opinion of Xxxxxx Xxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, on the date on which the Registration Statement is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which are consistent with the state of facts existing as of the date on which the Registration Statement is filed and the Merger Effective Time, as applicableXxxmont, to the effect that (i) the Merger will qualify as constitute a reorganization within the meaning of Section 368(a) of the Code Code, which opinion may be based upon reasonable representations of fact provided by officers of Parent and the Company. (iic) the The Company and Yuma Delaware will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 8.02(e), Xxxxxx Xxxxxx LLP shall have received and may rely upon an opinion from Ballard Spahr Andxxxx & Xxxxxxxxx, Xxxxxxxxxxxx, Xxnnsylvania, substantially to the certificates and representations referred to in Section 6.14(f); (f) Yuma and Yuma Delaware must have delivered to its counsel, the Company and the Company’s counsel a certificate signed on behalf of Yuma and Yuma Delaware by a duly authorized officer of Yuma and Yuma Delaware certifying the representations effect set forth in Section 4.13 and as otherwise reasonably requested by the Company’s or Yuma and Yuma Delaware’s tax counsel;Exhibit 8.2(c) hereto. (gd) the The Company shall have been furnished with evidence satisfactory to it received a certificate, dated the Effective Date, signed by the President or Chief Executive Officer of Parent and Merger Sub, certifying that Yuma has obtained the consents, approvals and waivers set forth conditions specified in Section 8.02(g8.2(a) of the Yuma Disclosure Schedule;have been fulfilled. (he) From the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable date hereof to the Company in its reasonable discretion at Effective Date, there shall not have occurred any material adverse change (other than one resulting from or relating to this Merger Agreement or the Merger Effective Time; and (itransactions contemplated hereby) the Registration Rights Agreement in the form business, properties, assets, conditions (financial or otherwise), executive management, liabilities or operations of Exhibit H shall be executed by Yuma Delaware Parent and delivered for execution to (A) the Registration Rights Persons and (B) each of the Additional DPAC Holders who sign both its subsidiaries, taken as a Lock-Up Agreement pursuant to Section 6.26 and a voting agreement in substantially the form of the Company Voting Agreement pursuant to Section 6.28whole.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to consummate the Merger shall be subject to the fulfillment at or prior to the Merger Effective Time of the following additional conditions: (a) (i) the representations and warranties of the Yuma Pyramid Entities set forth in Sections 4.02 6.02 (Capitalization), and 4.03(a5.03(a) – (c) (Authority; Non-Contravention) shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date) and (ii) the other representations and warranties of the Yuma Pyramid Entities contained in this Agreement Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Pyramid Material Adverse Effect, shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date), except in the case of this clause (ii) (x) for changes expressly permitted by this AgreementAgreement or (y) where the failure to be true and correct would not reasonably be expected to have a Pyramid Material Adverse Effect. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma Pyramid to that effect; (b) each Yuma Pyramid Entity shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Merger Effective Time Time, including terminating its 5304-Simple Plan if requested by the Company, and the Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma Pyramid to that effect; (c) Prior to the Merger Effective Timeat Closing, each all of the seven (7) Persons named on Exhibit G, attached hereto directors and officers of Pyramid shall have agreed to serve resigned in writing from their positions as a member directors and officers of the board of Yuma Delaware if elected, and the Yuma board of directors shall have confirmed that Pyramid effective upon the election of such personsthe persons designated in Exhibit E attached hereto (the “New Pyramid Board”), and the Yuma Delaware appointment of the persons designated in Exhibit E attached hereto, each to hold office in accordance with the articles of incorporation and the bylaws of Pyramid until their respective successors are duly elected or appointed and qualified; provided that the New Pyramid Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma Delaware Board directors of Pyramid shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals; (d) Pursuant the environmental report prepared for the Company with respect to terms any material property of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) Pyramid shall be set reasonably acceptable to the Company and established at seven (7) members and each the Company’s land due diligence of the Persons named on Exhibit G attached hereto Pyramid properties shall be elected reasonably acceptable to serve as directors of Yuma Delaware the Company, provided that such report and such due diligence, respectively, shall be deemed to hold office be acceptable to the Company if the Company does not notify Pyramid in accordance with writing to the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected contrary on or appointed and qualifiedbefore February 20, 2014; (e) the Board of Directors of the Company shall have received the opinion of Xxxxxx Xxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, on a good faith belief that the date on which the Registration Statement S-4 is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which are consistent with the state of facts existing as of the date on which the Registration Statement is filed and the Merger Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Yuma Delaware Pyramid will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 8.02(e), Xxxxxx Xxxxxx LLP shall have received and may rely upon the certificates and representations referred to in Section 6.14(f);; and (f) Yuma and Yuma Delaware must have delivered to its counsel, the Company and the Company’s counsel a certificate signed on behalf of Yuma and Yuma Delaware by a duly authorized officer of Yuma and Yuma Delaware certifying the representations set forth in Section 4.13 and as otherwise reasonably requested by the Company’s or Yuma and Yuma Delaware’s tax counsel; (g) the Company shall have been furnished with evidence satisfactory to it that Yuma Pyramid has obtained the consents, approvals and waivers set forth in Section 8.02(g9.02(f) of the Yuma Pyramid Disclosure Schedule; (h) the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable to the Company in its reasonable discretion at the Merger Effective Time; and (i) the Registration Rights Agreement in the form of Exhibit H shall be executed by Yuma Delaware and delivered for execution to (A) the Registration Rights Persons and (B) each of the Additional DPAC Holders who sign both a Lock-Up Agreement pursuant to Section 6.26 and a voting agreement in substantially the form of the Company Voting Agreement pursuant to Section 6.28.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to consummate effect the Merger shall be subject to the fulfillment at or prior to the Merger Effective Time Date of the additional following additional conditions, un- less waived by the Company: (a) (i) Parent and Sub shall have performed in all mate- rial respects their agreements contained in this Merger Agree- ment required to be performed on or prior to the Effective Date and the representations and warranties of the Yuma Entities set forth Parent and Sub con- tained in Sections 4.02 (Capitalization), and 4.03(a) – (c) (Authority; Non-Contravention) this Merger Agreement shall be true and correct in all material respects as of the date hereof when made and on and as of the Merger Effective Time Date as if made on and as of the such date, except (i) as contemplated or per- mitted by this Merger Effective Time Agreement, (or, if given ii) for representations and warranties which are by their express provisions made as of a specific datedate or dates, which were or will be true in all mate- rial respects at and such time or times as of such date) stated therein, and (iiiii) that if the other representations and warranties of Effective Date occurs after the Yuma Entities contained in this Agreement shall be true and correct in all material respects as nine month anniversary of the date hereof pursuant to the second proviso of Section 9.1(b), then the representations and warranties need only be true as of the Merger Effective Time as if made on and as nine month anniversary of the Merger Effective Time (or, if given as of a specific date, at and as of such date), except in the case date of this clause (ii) for changes expressly permitted by this Merger Agreement. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to that effect; (b) each Yuma Entity shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Merger Effective Time , and the Company shall have received a certificate of the chief executive officer President or the chief financial officer Chief Executive Officer or a Vice President of Yuma Parent to that effect;. (cb) Prior to the Merger Effective Time, each of the seven (7) Persons named on Exhibit G, attached hereto shall have agreed to serve as a member of the board of Yuma Delaware if elected, and the Yuma board of directors shall have confirmed that upon the election of such persons, the Yuma Delaware Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals; (d) Pursuant to terms of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) shall be set and established at seven (7) members and each of the Persons named on Exhibit G attached hereto shall be elected to serve as directors of Yuma Delaware to hold office in accordance with the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected or appointed and qualified; (e) the Company shall have received the a favorable opinion of Xxxxxx Xxxxxx Baer Marks & Upham LLP, counsel to the based upon certain factual rexxxxentations xx xhe Company, in form Parent and substance Sub reasonably satisfactory to re- quested by such counsel, dated the Company, on the date on which the Registration Statement is filed and on the Closing Effective Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which are consistent with the state of facts existing as of the date on which the Registration Statement is filed and the Merger Effective Time, as applicable, to the effect ef- fect that (i) the Merger will qualify as constitute a reorganization "reorganization" for federal income tax purposes within the meaning of Section 368(a) of the Code and Code. (iic) the Company and Yuma Delaware will each be a “party to the reorganization” within the meaning of Section 368 The consummation of the Code. In rendering the opinion described in this Section 8.02(e), Xxxxxx Xxxxxx LLP shall have received and may rely upon the certificates and representations referred to in Section 6.14(f); (f) Yuma and Yuma Delaware must have delivered to its counsel, the Company Merger and the Company’s counsel a certificate signed on behalf other transactions contemplated hereby shall not give rise to any Parent Right becoming exercisable for any security or asset of Yuma and Yuma Delaware by a duly authorized officer of Yuma and Yuma Delaware certifying the representations set forth in Section 4.13 and as otherwise reasonably requested by the Company’s or Yuma and Yuma Delaware’s tax counsel; (g) the Company shall have been furnished with evidence satisfactory to it that Yuma has obtained the consents, approvals and waivers set forth in Section 8.02(g) of the Yuma Disclosure Schedule; (h) the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable to the Company in its reasonable discretion at the Merger Effective Time; and (i) the Registration Rights Agreement in the form of Exhibit H shall be executed by Yuma Delaware and delivered for execution to (A) the Registration Rights Persons and (B) each of the Additional DPAC Holders who sign both a Lock-Up Agreement pursuant to Section 6.26 and a voting agreement in substantially the form of the Company Voting Agreement pursuant to Section 6.28any person.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to consummate effect the Merger shall be subject to the fulfillment at or prior to the Merger Effective Time Date of the following additional conditions: (a) Except as contemplated or permitted by this Agreement, (i) Parent and Acquisition shall have performed in all material respects each of their agreements contained in this Agreement required to be performed on or prior to the Effective Date; and (ii) the representations and warranties of the Yuma Entities set forth in Sections 4.02 (Capitalization), Parent and 4.03(a) – (c) (Authority; Non-Contravention) shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date) and (ii) the other representations and warranties of the Yuma Entities Acquisition contained in this Agreement shall be true and correct in all material respects as of the date hereof on and as of the Merger Effective Time Date as if made on and as of the Merger Effective Time (or, if given as of a specific such date, at and as of such date), except in the case of this clause (ii) for changes expressly permitted by this Agreement. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to that effect; (b) each Yuma Entity shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Merger Effective Time and the Company shall have received a certificate of Parent, signed by the chief executive officer or President and the chief financial officer Chief Financial Officer of Yuma Parent, to that effect;. (cb) Prior to the Merger Effective Time, each of the seven (7) Persons named on Exhibit G, attached hereto shall have agreed to serve as a member of the board of Yuma Delaware if elected, and the Yuma board of directors shall have confirmed that upon the election of such persons, the Yuma Delaware Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals; (d) Pursuant to terms of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) shall be set and established at seven (7) members and each of the Persons named on Exhibit G attached hereto shall be elected to serve as directors of Yuma Delaware to hold office in accordance with the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected or appointed and qualified; (e) the Company shall have received the an opinion of Xxxxxx Xxxxxx LLPfrom Freedman, Levy, Kroll & Simonds, counsel to Parent and Acquisition, dated the Company, in form and substance reasonably satisfactory to the Company, on the date on which the Registration Statement is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which are consistent with the state of facts existing as of the date on which the Registration Statement is filed and the Merger Effective Time, as applicableEffectxxx Xxxx, to the effect that that: (i) Parent and Acquisition are each a corporation duly organized and validly existing under the Merger will qualify as a reorganization within the meaning of Section 368(a) laws of the Code and State of Delaware. (ii) Parent and Acquisition each has the corporate power to enter into the Agreement and to consummate the transactions contemplated hereby; and the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby have been duly authorized by requisite corporate action taken on the part of Parent and Acquisition, respectively. (iii) The Agreement has been executed and delivered by each of Parent and Acquisition and (assuming the valid authorization, execution and delivery of the Agreement by the Company) is a valid and binding obligation of Parent and Acquisition enforceable in accordance with its terms, except (A) as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, and (B) as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) Neither the execution, delivery nor performance of the Agreement by Parent and Acquisition, nor the consummation of the transactions contemplated thereby, will violate the Certificate of Incorporation or Bylaws of Parent or Acquisition and, to the actual knowledge of such counsel, without having made any independent investigation, will not constitute a violation of or a default under (except for any such violation or default as to which requisite waivers or consent either shall have been obtained by Parent and Acquisition by the Effective Date or shall have been waived by the Company in writing) any material contract, agreement or instrument to which Parent or Acquisition is subject and Yuma Delaware which has been specifically identified to such counsel by Parent or Acquisition in connection with rendering such opinion. (v) The shares of Parent Common Stock to be issued in connection with the transactions contemplated by the Agreement, are duly authorized and reserved for issuance and, when issued as contemplated by the Agreement will each be a “party validly issued, fully paid and non-assessable. As to the reorganization” within the meaning any matter in such opinion which involves matters of Section 368 of the Code. In rendering the opinion described in this Section 8.02(e)fact, Xxxxxx Xxxxxx LLP shall have received and such counsel may rely upon the certificates of officers and representations referred to in Section 6.14(f);directors of Parent and Acquisition and of public officials. (fc) Yuma and Yuma Delaware must There shall not have delivered to its counsel, the Company and the Company’s counsel a certificate signed on behalf of Yuma and Yuma Delaware by a duly authorized officer of Yuma and Yuma Delaware certifying the representations set forth in Section 4.13 and as otherwise reasonably requested by the Company’s or Yuma and Yuma Delaware’s tax counsel; (g) the Company shall have been furnished with evidence satisfactory to it that Yuma has obtained the consents, approvals and waivers set forth in Section 8.02(g) of the Yuma Disclosure Schedule; (h) the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable arisen prior to the Company in Effective Date any event that causes a Material Adverse Effect upon Parent and its reasonable discretion at the Merger Effective Time; and (i) the Registration Rights Agreement in the form of Exhibit H shall be executed by Yuma Delaware and delivered for execution to (A) the Registration Rights Persons and (B) each of the Additional DPAC Holders who sign both subsidiaries, taken as a Lock-Up Agreement pursuant to Section 6.26 and a voting agreement in substantially the form of the Company Voting Agreement pursuant to Section 6.28whole.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to consummate effect the Merger shall be is further subject to the fulfillment at or prior to the Merger Effective Time of the following additional conditions: (a) (i) the The representations and warranties of the Yuma Entities ESOP and Merger Sub set forth in Sections 4.02 (Capitalization), and 4.03(a) – (c) (Authority; Non-Contravention) herein shall be true and correct in all material respects as of the date hereof both when made and at and as of the Merger Effective Time Closing Date, as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date) and time (ii) except to the other representations and warranties of the Yuma Entities contained in this Agreement shall be true and correct in all material respects extent expressly made as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific an earlier date, at and in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” qualifiers set forth therein) would not have, individually or in the case of this clause aggregate, an ESOP Material Adverse Effect. (iib) for changes expressly permitted The ESOP shall have in all material respects performed all obligations and complied with all covenants required by this Agreement. Agreement to be performed or complied with by it prior to the Effective Time. (c) The FCC Order shall not impose any condition on the ESOP, the Company or any Subsidiary of the Company that, individually or in combination with one or more other conditions, would reasonably be expected to have a material adverse effect on the business, assets, financial condition, results of operations on an ongoing basis or continuing operations of the broadcasting business of the Company and its Subsidiaries, taken as a whole. (d) The ESOP shall have delivered to the Company a certificate, dated the Effective Time and signed on its behalf by the ESOP Fiduciary, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied. (e) The Company shall have received a certificate of the chief executive officer obtained an opinion from Valuation Research Corporation or the chief financial officer of Yuma to that effect; (b) each Yuma Entity shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Merger Effective Time and the Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to that effect; (c) Prior to the Merger Effective Time, each of the seven (7) Persons named on Exhibit G, attached hereto shall have agreed to serve as a member of the board of Yuma Delaware if elected, and the Yuma board of directors shall have confirmed that upon the election of such persons, the Yuma Delaware Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals; (d) Pursuant to terms of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) shall be set and established at seven (7) members and each of the Persons named on Exhibit G attached hereto shall be elected to serve as directors of Yuma Delaware to hold office in accordance with the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected or appointed and qualified; (e) the Company shall have received the opinion of Xxxxxx Xxxxxx LLP, counsel another nationally recognized firm reasonably satisfactory to the Company, in form and substance reasonably satisfactory to the Company, on the date on which the Registration Statement is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which are consistent with the state of facts existing as of the date on which the Registration Statement is filed and the Merger Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Yuma Delaware will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 8.02(e), Xxxxxx Xxxxxx LLP shall have received and may rely upon the certificates and representations referred to in Section 6.14(f); (f) Yuma and Yuma Delaware must have delivered to its counsel, the Company and the Company’s counsel a certificate signed on behalf of Yuma and Yuma Delaware by a duly authorized officer of Yuma and Yuma Delaware certifying the representations set forth in Section 4.13 and as otherwise reasonably requested by the Company’s or Yuma and Yuma Delaware’s tax counsel; (g) the Company shall have been furnished with evidence satisfactory to it that Yuma has obtained the consents, approvals and waivers set forth in Section 8.02(g) of the Yuma Disclosure Schedule; (h) the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable to the Company in its reasonable discretion at the Merger Effective Time; and (i) the Registration Rights Agreement in the form of Exhibit H shall be executed by Yuma Delaware and delivered for execution to (A) the Registration Rights Persons and (B) each of the Additional DPAC Holders who sign both a Lock-Up Agreement pursuant to Section 6.26 and a voting agreement in substantially the form solvency of the Company Voting after giving effect to the transactions contemplated by this Agreement pursuant to Section 6.28(including any financing in connection with the transactions contemplated hereby and including the closing of the transactions contemplated by the Tribune Purchase Agreement and the ESOP Purchase Agreement).

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to consummate the Merger shall be subject to the fulfillment at or prior to the Merger Effective Time of the following additional conditions: (a) (i) the representations and warranties of the Yuma Pyramid Entities set forth in Sections 4.02 6.02 (Capitalization), and 4.03(a5.03(a) – (c) (Authority; Non-Contravention) shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date) and (ii) the other representations and warranties of the Yuma Pyramid Entities contained in this Agreement Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Pyramid Material Adverse Effect, shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date), except in the case of this clause (ii) (x) for changes expressly permitted by this AgreementAgreement or (y) where the failure to be true and correct would not reasonably be expected to have a Pyramid Material Adverse Effect. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma Pyramid to that effect; (b) each Yuma Pyramid Entity shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Merger Effective Time Time, including terminating its 5304-Simple Plan if requested by the Company, and the Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma Pyramid to that effect; (c) Prior to the Merger Effective Timeat Closing, each all of the seven (7) Persons named on Exhibit G, attached hereto directors and officers of Pyramid Delaware shall have agreed to serve resigned in writing from their positions as a member directors and officers of the board of Yuma Pyramid Delaware if elected, and the Yuma board of directors shall have confirmed that effective upon the election of such personsthe persons designated in Exhibit E attached hereto (the “New Pyramid Board”), and the Yuma appointment of the persons designated in Exhibit E attached hereto, each to hold office in accordance with the certificate of incorporation and the bylaws of Pyramid Delaware until their respective successors are duly elected or appointed and qualified; provided that the New Pyramid Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma directors of Pyramid Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals; (d) Pursuant the environmental report prepared for the Company with respect to terms any material property of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) Pyramid shall be set reasonably acceptable to the Company and established at seven (7) members and each the Company’s land due diligence of the Persons named on Exhibit G attached hereto Pyramid properties shall be elected reasonably acceptable to serve as directors of Yuma Delaware the Company, provided that such report and such due diligence, respectively, shall be deemed to hold office be acceptable to the Company if the Company does not notify Pyramid in accordance with writing to the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected contrary on or appointed and qualifiedbefore February 20, 2014; (e) the Board of Directors of the Company shall have received the opinion of Xxxxxx Xxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, on a good faith belief that the date on which the Registration Statement S-4 is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which are consistent with the state of facts existing as of the date on which the Registration Statement is filed and the Merger Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Yuma Pyramid Delaware will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 8.02(e), Xxxxxx Xxxxxx LLP shall have received and may rely upon the certificates and representations referred to in Section 6.14(f);; and (f) Yuma and Yuma Delaware must have delivered to its counsel, the Company and the Company’s counsel a certificate signed on behalf of Yuma and Yuma Delaware by a duly authorized officer of Yuma and Yuma Delaware certifying the representations set forth in Section 4.13 and as otherwise reasonably requested by the Company’s or Yuma and Yuma Delaware’s tax counsel; (g) the Company shall have been furnished with evidence satisfactory to it that Yuma Pyramid has obtained the consents, approvals and waivers set forth in Section 8.02(g9.02(f) of the Yuma Pyramid Disclosure Schedule; (h) the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable to the Company in its reasonable discretion at the Merger Effective Time; and (i) the Registration Rights Agreement in the form of Exhibit H shall be executed by Yuma Delaware and delivered for execution to (A) the Registration Rights Persons and (B) each of the Additional DPAC Holders who sign both a Lock-Up Agreement pursuant to Section 6.26 and a voting agreement in substantially the form of the Company Voting Agreement pursuant to Section 6.28.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to consummate effect the Merger shall be subject to the fulfillment at satisfaction on or prior to the Merger Effective Time Closing Date of the following additional conditionsconditions unless waived by the Company: (a) (i) the The representations and warranties of the Yuma Entities Parent and Sub set forth in Sections 4.02 (Capitalization), and 4.03(a) – (c) (Authority; Non-Contravention) shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date) and (ii) the other representations and warranties of the Yuma Entities contained in this Agreement shall be true and correct in all material respects as of the date hereof of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Merger Effective Time Closing Date as if though made on and as of the Merger Effective Time (orClosing Date; provided, if however, that for purposes of determining the satisfaction of this condition, no effect shall be given as to any exception in such representations and warranties relating to materiality or a Parent Material Adverse Effect, and provided, further, however, that for purposes of a specific datethis condition, at such representations and as warranties shall be deemed to be true and correct in all respects unless the failure or failures of such date)representations and warranties to be so true and correct, except individually or in the case of this clause (ii) for changes expressly permitted by this Agreementaggregate, results or would reasonably be expected to result in a Parent Material Adverse Effect. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to that effect; (b) each Yuma Entity Parent and Sub shall have performed in all material respects all obligations required to be performed by it them under this Agreement on at or prior to the Merger Effective Time and the Closing Date. The Company shall have received a certificate signed on behalf of Parent and Sub by the chief executive officer or Chief Executive Officer and Chief Financial Officer of Parent to the chief financial officer of Yuma to that foregoing effect;. (cb) Prior to the Merger Effective Time, each of the seven (7) Persons named on Exhibit G, attached hereto shall have agreed to serve as a member of the board of Yuma Delaware if elected, and the Yuma board of directors shall have confirmed that upon the election of such persons, the Yuma Delaware Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals; (d) Pursuant to terms of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) shall be set and established at seven (7) members and each of the Persons named on Exhibit G attached hereto shall be elected to serve as directors of Yuma Delaware to hold office in accordance with the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected or appointed and qualified; (e) the Company shall have received the an opinion of Xxxxxx Xxxxxx LLPSkadden, counsel to the CompanyArps, Slate, Meagher & Flom LLP in form and substance xxx xxxstaxxx reasonably satisfactory to the Company, on dated the date on which Effective Time, substantially to the Registration Statement is filed and on the Closing Dateeffect that, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which that are consistent with the state of facts existing as of the date on which the Registration Statement is filed and the Merger Effective Time, as applicablefor federal income tax purposes, to the effect that (i) the Merger will qualify as constitute a reorganization "reorganization" within the meaning of Section 368(a) of the Code and (ii) the Company and Yuma Delaware will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described such opinion, Skadden, Arps, Slate, Meagher & Flom LLP, may recxxxx xxd rxxx upon representations contained in this Section 8.02(e), Xxxxxx Xxxxxx LLP shall have received and may rely upon the certificates and representations referred to in Section 6.14(f); (f) Yuma and Yuma Delaware must have delivered to its counsel, of the Company and Parent typical for transactions such as the Merger. (c) There shall 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 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’s counsel a certificate signed on behalf , (i) challenging or seeking to restrain or prohibit the consummation of Yuma and Yuma Delaware by a duly authorized officer of Yuma and Yuma Delaware certifying the representations set forth in Section 4.13 and as otherwise reasonably requested Merger or (ii) seeking to prohibit or limit the ownership or operation by the Company’s , Parent or Yuma and Yuma Delaware’s tax counsel;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. (gd) the Company The Parent Required Statutory Approvals shall have been furnished with evidence satisfactory obtained at or prior to it the Effective Time pursuant to Final Orders; no such Final Order shall have imposed terms or conditions that Yuma has would have a Parent Material Adverse Effect; and the Parent Required Consents shall have been obtained at or prior to the consents, approvals and waivers set forth in Section 8.02(g) of the Yuma Disclosure Schedule;Effective Time. (he) From the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable to date hereof through the Company in its reasonable discretion at the Merger Effective Time; and (i) the Registration Rights Agreement in the form of Exhibit H , no Parent Material Adverse Effect shall have occurred and there shall exist no fact or circumstance which could reasonably be executed by Yuma Delaware and delivered for execution expected to (A) the Registration Rights Persons and (B) each of the Additional DPAC Holders who sign both have a Lock-Up Agreement pursuant to Section 6.26 and a voting agreement in substantially the form of the Company Voting Agreement pursuant to Section 6.28Parent Material Adverse Effect.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to consummate the Merger shall be subject to the fulfillment at or prior to the Merger Effective Time of the following additional conditions: (a) (i) the representations and warranties of the Yuma Entities CytRx and Merger Subsidiary set forth in Sections 4.02 (Capitalization), and 4.03(a) – (c) (Authority; Non-Contravention) shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date) and (ii) the other representations and warranties of the Yuma Entities CytRx and Merger Subsidiary contained in this Agreement Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or CytRx Material Adverse Effect, shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date), except in the case of this clause (ii) (x) for changes expressly permitted by this AgreementAgreement or (y) where the failure to be true and correct would not reasonably be expected to have a CytRx Material Adverse Effect. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma the CytRx to that effect;; and (b) each Yuma Entity of CytRx and Merger Subsidiary shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Merger Effective Time Time, and the Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma CytRx to that effect; (c) Prior to the Merger Effective Time, each of the seven (7) Persons named on Exhibit G, attached hereto shall have agreed to serve as a member of the board of Yuma Delaware if elected, and the Yuma board of directors shall have confirmed that upon the election of such persons, the Yuma Delaware Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals; (d) Pursuant to terms of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) shall be set and established at seven (7) members and each of the Persons named on Exhibit G attached hereto shall be elected to serve as directors of Yuma Delaware to hold office in accordance with the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected or appointed and qualified; (e) the Company shall have received the opinion of Xxxxxx Xxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, on the date on which the Registration Statement is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which are consistent with the state of facts existing as of the date on which the Registration Statement is filed and the Merger Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Yuma Delaware will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 8.02(e), Xxxxxx Xxxxxx LLP shall have received and may rely upon the certificates and representations referred to in Section 6.14(f); (f) Yuma and Yuma Delaware must have delivered to its counsel, the Company and the Company’s counsel a certificate signed on behalf of Yuma and Yuma Delaware by a duly authorized officer of Yuma and Yuma Delaware certifying the representations set forth in Section 4.13 and as otherwise reasonably requested by the Company’s or Yuma and Yuma Delaware’s tax counsel; (g) the Company shall have been furnished with evidence satisfactory to it that Yuma has obtained the consents, approvals and waivers set forth in Section 8.02(g) of the Yuma Disclosure Schedule; (h) the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable to the Company in its reasonable discretion at the Merger Effective Time; and (i) the Registration Rights Agreement in the form of Exhibit H shall be executed by Yuma Delaware and delivered for execution to (A) the Registration Rights Persons and (B) each of the Additional DPAC Holders who sign both a Lock-Up Agreement pursuant to Section 6.26 and a voting agreement in substantially the form of the Company Voting Agreement pursuant to Section 6.28.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to consummate effect the Merger shall be subject to the fulfillment satisfaction or waiver by the Company at or prior to the Merger Effective Time of the following additional conditions: (a) (i) each of Sponsor and Merger Sub shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time; the representations and warranties of the Yuma Entities set forth in Sections 4.02 (Capitalization), Sponsor and 4.03(a) – (c) (Authority; Non-Contravention) shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date) and (ii) the other representations and warranties of the Yuma Entities Sub contained in this Agreement shall be true and correct in all material respects (but without regard to any qualifications as to materiality or Sponsor Material Adverse Effect contained in any specific representation or warranty) as of the date hereof of this Agreement and as of the Merger Effective Time with the same effect as if though made on and as of the Merger Effective Time except (ori) for changes specifically permitted by the terms of this Agreement, if given (ii) that the accuracy of representations and warranties that by their terms speak as of a specific date, at and the date of this Agreement or some other date will be determined as of such date), except and (iii) where any such failure of the representations and warranties in the case of this clause (ii) for changes expressly permitted by this Agreement. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma aggregate to that effect; (b) each Yuma Entity shall have performed be true and correct in all material respects all obligations required to be performed by it under this Agreement on or prior to the Merger Effective Time would not have a Sponsor Material Adverse Effect; and the Company shall have received a certificate of the chief executive officer Chief Executive Officer or the chief financial officer Chief Financial Officer of Yuma Sponsor as to that effect;the satisfaction of this condition; and (c) Prior to the Merger Effective Time, each of the seven (7) Persons named on Exhibit G, attached hereto shall have agreed to serve as a member of the board of Yuma Delaware if elected, and the Yuma board of directors shall have confirmed that upon the election of such persons, the Yuma Delaware Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals; (d) Pursuant to terms of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) shall be set and established at seven (7) members and each of the Persons named on Exhibit G attached hereto shall be elected to serve as directors of Yuma Delaware to hold office in accordance with the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected or appointed and qualified; (eb) the Company shall have received the an opinion of Xxxxxx Xxxxxx LLPfrom Debevoise & Plimpton, special counsel to the Company, in form and substance reasonably satisfactory to dated the CompanyEffective Time, on the date on which the Registration Statement is filed and on the Closing Datetx xxx xxfect that, in each case dated as of such respective date, rendered on the basis of certain facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which are consistent with the state of stated facts existing as of at the date on which the Registration Statement is filed and the Merger Effective Time, as applicable, to the effect that (A) either (i) the Merger will qualify be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and Code, or (ii) if, pursuant to Section 2.1(d), a different structure is used to consummate the acquisition of the Company and Yuma Delaware will each be a “party to by the reorganization” within the meaning of Section 368 Sponsor, Eligible Policyholders receiving solely common stock of the Code. In rendering Sponsor (or any corporation specifically formed for the opinion described in this Section 8.02(e), Xxxxxx Xxxxxx LLP shall have received and may rely upon purpose of consummating the certificates and representations referred to in Section 6.14(f); (facquisition) Yuma and Yuma Delaware must have delivered to its counsel, the Company and the Company’s counsel will not recognize gain or loss for federal income tax purposes as a certificate signed on behalf of Yuma and Yuma Delaware by a duly authorized officer of Yuma and Yuma Delaware certifying the representations set forth in Section 4.13 and as otherwise reasonably requested by the Company’s or Yuma and Yuma Delaware’s tax counsel; (g) the Company shall have been furnished with evidence satisfactory to it that Yuma has obtained the consents, approvals and waivers set forth in Section 8.02(g) result of the Yuma Disclosure Schedule; (h) consummation of the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable to the Company in its reasonable discretion at the Merger Effective Time; and (i) the Registration Rights Agreement in the form of Exhibit H shall be executed by Yuma Delaware and delivered for execution to (A) the Registration Rights Persons acquisition and (B) each the crediting of the Additional DPAC Holders who sign both a Lock-Up Agreement Policy Credits pursuant to Section 6.26 the Conversion and a voting agreement in substantially the form of Merger will not, with respect to any Tax Advantaged Policy issued by the Company Voting Agreement pursuant before the Effective Time, constitute a distribution from, or a contribution to, such policy for federal income tax purposes that would adversely affect the tax-favored status accorded such policy under the Code or result in penalties or any other material adverse federal income tax consequence to the holders of such policy under the Code; provided that the condition contained in this Section 6.288.2(b)(B) may only be waived by both the Company and Sponsor.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to consummate effect the Merger shall be is further subject to the fulfillment at or prior to the Merger Effective Time of the following additional conditions: (a) (i) the The representations and warranties of the Yuma Entities Parent and Merger Sub set forth in Sections 4.02 (Capitalization), and 4.03(a) – (c) (Authority; Non-Contravention) this Agreement that are qualified by Parent Material Adverse Effect shall be true and correct in all material respects respects, and the representations and warranties of Parent and Merger Sub set forth in this Agreement that are not qualified by Parent Material Adverse Effect shall be true and correct (without giving effect to any "materiality" qualifiers set forth therein) 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, in each case (or, in the case of those representations and warranties that are made as of a particular date or period, as of such date or period) as of the date hereof Closing Date as though made at and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date) and (ii) the other Closing Date. The representations and warranties of Parent and Merger Sub set forth in the Yuma Entities contained in first sentence of Section 4.2(a) (Authorization) of this Agreement shall be true and correct in all material respects as of the date hereof Closing Date as though made at and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date), except in the case of this clause (ii) for changes expressly permitted by this Agreement. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to that effectClosing Date; (b) each Yuma Entity Parent shall have performed in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time and the Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to that effectTime; (c) Prior Parent shall have delivered to the Company a certificate, signed by its Chief Executive Officer or Chief Financial Officer, to the effect that, at the Effective Time, after giving effect to the Merger Effective Timeand the transactions contemplated hereby, each including, without limitation, the Financing, and assuming the accuracy of the seven (7) Persons named on Exhibit Grepresentations and warranties made by the Company in this Agreement in all respects, attached hereto shall have agreed to serve Parent and its Subsidiaries, taken as a member whole, will not (i) be insolvent (either because the financial condition is such that the sum of its debts is greater than the board fair value of Yuma Delaware if electedits 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 the Yuma board of directors shall have confirmed that upon the election of such persons, the Yuma Delaware Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals;matured; and (d) Pursuant Parent shall have delivered to terms of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) shall be set and established at seven (7) members and each of the Persons named on Exhibit G attached hereto shall be elected to serve as directors of Yuma Delaware to hold office in accordance with the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected or appointed and qualified; (e) the Company shall have received a certificate, dated the opinion Effective Time and signed by its Chief Executive Officer on behalf of Xxxxxx Xxxxxx LLPParent, counsel to the Company, in form and substance reasonably satisfactory to the Company, on the date on which the Registration Statement is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which are consistent with the state of facts existing as of the date on which the Registration Statement is filed and the Merger Effective Time, as applicable, certifying to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Yuma Delaware will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 8.02(e), Xxxxxx Xxxxxx LLP shall have received and may rely upon the certificates and representations referred to in Section 6.14(f); (f) Yuma and Yuma Delaware must have delivered to its counsel, the Company and the Company’s counsel a certificate signed on behalf of Yuma and Yuma Delaware by a duly authorized officer of Yuma and Yuma Delaware certifying the representations conditions set forth in Section 4.13 Sections 6.2(a) and as otherwise reasonably requested by the Company’s or Yuma and Yuma Delaware’s tax counsel; (g6.2(b) the Company shall have been furnished with evidence satisfactory to it that Yuma has obtained the consents, approvals and waivers set forth in Section 8.02(g) of the Yuma Disclosure Schedule; (h) the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable to the Company in its reasonable discretion at the Merger Effective Time; and (i) the Registration Rights Agreement in the form of Exhibit H shall be executed by Yuma Delaware and delivered for execution to (A) the Registration Rights Persons and (B) each of the Additional DPAC Holders who sign both a Lock-Up Agreement pursuant to Section 6.26 and a voting agreement in substantially the form of the Company Voting Agreement pursuant to Section 6.28satisfied.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to consummate effect the Merger shall be subject to the fulfillment at or prior to the Merger Effective Time Closing Date of the following additional conditions: (a) (i) Parent and Subsidiary shall have performed in all material respects their agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of the Yuma Entities set forth in Sections 4.02 (Capitalization), Parent and 4.03(a) – (c) (Authority; Non-Contravention) shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date) and (ii) the other representations and warranties of the Yuma Entities Subsidiary contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given date made and on and as of a specific date, the Closing Date as if made at and as of such date), except in the case of this clause (ii) for changes expressly permitted by this Agreement. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to that effect; (b) each Yuma Entity shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Merger Effective Time and the Company shall have received a certificate of the chief executive officer Chairman of the Board and Chief Executive Officer, the President or a Vice President of Parent and of the chief financial officer President and Chief Executive Officer or a Vice President of Yuma Subsidiary to that effect; (c) Prior to the Merger Effective Time, each of the seven (7) Persons named on Exhibit G, attached hereto shall have agreed to serve as a member of the board of Yuma Delaware if elected, and the Yuma board of directors shall have confirmed that upon the election of such persons, the Yuma Delaware Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals; (d) Pursuant to terms of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) shall be set and established at seven (7) members and each of the Persons named on Exhibit G attached hereto shall be elected to serve as directors of Yuma Delaware to hold office in accordance with the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected or appointed and qualified; (eb) the Company shall have received the an opinion of Xxxxxx Xxxxxx LLPGibsxx Xxxn & Xrutxxxx XXX, special counsel to the Company, in form and substance reasonably satisfactory to the Company, on the date on which the Registration Statement is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which are consistent with the state of facts existing effective as of the date Closing Date and based on which representations of the Registration Statement is filed Company and the Merger Effective Time, as applicableParent, to the effect that (i) the Merger of Subsidiary with and into the Company pursuant to the Merger Agreement and applicable state law will qualify be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and Code; (ii) the Parent, Subsidiary and Company and Yuma Delaware will each be a “party to the reorganization” reorganization within the meaning of Section 368 368(b) of the Code. In rendering ; and (iii) the stockholders of the Company will not recognize gain or loss as a result of the Merger, except to the extent such stockholders receive cash in lieu of fractional shares, and such opinion described shall not have been withdrawn or modified in this Section 8.02(eany material respect, substantially in the form of Exhibit 8.2(b), Xxxxxx Xxxxxx LLP ; (c) the Company shall have received an opinion or opinions from Ballxxx Xxxxx Xxxxxxx & Xngersoll, special counsel to Parent and may rely upon Subsidiary, dated the certificates Closing Date, reasonably satisfactory to the Company substantially in the form set forth in Exhibit 8.2(c) attached hereto; (d) the Company shall have received "comfort" letters in customary form from Coopers & Lybrxxx X.X.P., certified public accountants for Parent and representations referred Subsidiary, dated the date of the Proxy Statement, the effective date of the Registration Statement and the Closing Date (or such other date reasonably acceptable to the Company) with respect to certain financial statements and other financial information included in Section 6.14(f)the Registration Statement and any subsequent changes in specified balance sheet and income statement items, including total assets, working capital, total stockholders' equity, total revenues and the total and per share amounts of net income related to Parent; (e) since the date hereof, there shall have been no changes that have, and no event or events shall have occurred which have resulted in or have, a Parent Material Adverse Effect; (f) Yuma all governmental waivers, consents, orders, and Yuma Delaware must have delivered to its counsel, approvals legally required for the Company consummation of the Merger and the Company’s counsel a certificate signed on behalf transactions contemplated hereby 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 Parent of Yuma and Yuma Delaware by a duly authorized officer of Yuma and Yuma Delaware certifying the representations set forth in Section 4.13 and as otherwise reasonably requested by the Company’s or Yuma and Yuma Delaware’s tax counselMerger; (g) the Company shall have been furnished with evidence satisfactory received from Jeffxxxxx & Xompany, Inc. (or other nationally recognized investment banking firm reasonably acceptable to it that Yuma has obtained the consentsParent) an opinion, approvals and waivers set forth in Section 8.02(g) dated as of the Yuma Disclosure Scheduledate on which the Proxy Statement and Prospectus is first distributed to the stockholders of the Company, to the effect that the consideration to be received by the stockholders of the Company in the Merger is fair, from a financial point of view, to the holders of Company Common Stock, and such opinion shall not have been withdrawn; (h) Deloitte & Touche LLP, independent public accountants for the certificate of incorporation of Delaware Merger Subsidiary Company, shall be have delivered a letter, dated the Closing Date, addressed to the Company, in a form and substance acceptable reasonably satisfactory to the Company, stating that the Company in its reasonable discretion at has not taken any action that would affect the ability to account for the Merger Effective Timeas a pooling-of-interests transaction under APB 16; and (i) the Registration Rights Agreement in the The parent shall have entered into an employment agreement with Waltxx X. Xxxxxx ("Xr. Xxxxxx"), a form of which is attached hereto as Exhibit H shall be executed by Yuma Delaware and delivered for execution to (A) the Registration Rights Persons and (B) each of the Additional DPAC Holders who sign both a Lock-Up Agreement pursuant to Section 6.26 and a voting agreement in substantially the form of the Company Voting Agreement pursuant to Section 6.288.2(i).

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the The obligation of the Company to consummate effect the Merger shall be subject to the fulfillment satisfaction at or prior to the Merger Effective Time of the following additional conditions:, unless waived in writing by the Company (but only with the prior approval of the Special Committee): (a1) (i) the representations and warranties of the Yuma Entities set forth in Sections 4.02 (Capitalization), and 4.03(a) – (c) (Authority; Non-Contravention) shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date) and (ii) the other representations and warranties of the Yuma Entities contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date), except in the case of this clause (ii) for changes expressly permitted by this Agreement. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to that effect; (b) each Yuma Entity shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Merger Effective Time and the Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma to that effect; (c) Prior to the Merger Effective Time, each of the seven (7) Persons named on Exhibit G, attached hereto shall have agreed to serve as a member of the board of Yuma Delaware if elected, and the Yuma board of directors shall have confirmed that upon the election of such persons, the Yuma Delaware Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals; (d) Pursuant to terms of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) shall be set and established at seven (7) members and each of the Persons named on Exhibit G attached hereto shall be elected to serve as directors of Yuma Delaware to hold office in accordance with the certificate of incorporation and the bylaws of Yuma Delaware until their respective successors are duly elected or appointed and qualified; (e) the Company shall have received the an opinion of Xxxxxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special tax counsel to the Company, in form and substance reasonably satisfactory to the Company, on the date on which the Registration Statement is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma and Yuma Delaware, all of which are consistent with the state of facts existing as of the date on which the Registration Statement is filed and the Merger Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) Code. The issuance of such opinion shall be conditioned upon the Company and Yuma Delaware will receipt by such tax counsel of customary representation letters from each be a “party to the reorganization” within the meaning of Section 368 of the CodeBidder and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. In rendering The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion described and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 8.02(e), Xxxxxx Xxxxxx LLP 5.3(a) shall have received not be waivable after receipt of the Company Stockholder Approval and may rely upon the certificates and representations Bidder Stockholder Approval referred to in Section 6.14(fSections 5.1(a) and 5.1(b);, unless further Company stockholder approval is obtained with appropriate disclosure. (f2) Yuma The representations and Yuma Delaware must have delivered to its counselwarranties of the Bidder set forth in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct, and the representations and warranties of the Company set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case, as if such representations or warranties were made as of the Company’s counsel Effective Time (other than those that speak as of a specific date or as of the date hereof, which representations and warranties shall be true and correct or true and correct in all material respects, as the case may be, as of such specific date or as of the date hereof, respectively). (3) The Bidder shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed and complied with by it on or prior to the Closing Date. (4) The Bidder shall have furnished a certificate signed on behalf of Yuma and Yuma Delaware by a duly authorized an executive officer of Yuma and Yuma Delaware certifying the representations Bidder to evidence compliance with the conditions set forth in Section 4.13 5.3(b) and as otherwise reasonably requested by the Company’s or Yuma and Yuma Delaware’s tax counsel; (g) the Company shall have been furnished with evidence satisfactory to it that Yuma has obtained the consents, approvals and waivers set forth in Section 8.02(gc) of the Yuma Disclosure Schedule; (h) the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable to the Company in its reasonable discretion at the Merger Effective Time; and (i) the Registration Rights Agreement in the form of Exhibit H shall be executed by Yuma Delaware and delivered for execution to (A) the Registration Rights Persons and (B) each of the Additional DPAC Holders who sign both a Lock-Up Agreement pursuant to Section 6.26 and a voting agreement in substantially the form of the Company Voting Agreement pursuant to Section 6.28this Agreement.

Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to consummate the Merger shall be subject to the fulfillment at or prior to the Merger Effective Time of the following additional conditions: (a) (i) the representations and warranties of the Yuma SES Entities set forth in Sections 4.02 3.02 (Capitalization), and 4.03(a3.03(a) – (c) (Authority; Non-Contravention) shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date) and (ii) the other representations and warranties of the Yuma SES Entities contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Merger Effective Time as if made on and as of the Merger Effective Time (or, if given as of a specific date, at and as of such date), except in the case of this clause (ii) for changes expressly permitted by this Agreement. The Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma SES to that effect; (b) each Yuma SES Entity shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Merger Effective Time and the Company shall have received a certificate of the chief executive officer or the chief financial officer of Yuma SES to that effect; (c) Prior to the Merger Effective Time, each of the seven (7) Persons named on Exhibit G, attached hereto shall have agreed to serve as a member of the board of Yuma Delaware if elected, and the Yuma board of directors shall have confirmed that upon the election of such persons, the Yuma Delaware Board shall have a sufficient number of “independent directors” to satisfy applicable SEC and NYSE MKT rules. The Yuma Delaware Board shall take such action as may be necessary or desirable regarding such election and appointment of the foregoing individuals; (d) Pursuant pursuant to terms of the Merger, and concurrently with the effectiveness thereof, the board of directors of Yuma Delaware (the “Yuma Delaware Board”) shall be set and established at seven (7) members and each of Company immediately prior to the Persons named on Exhibit G attached hereto Merger Effective Time shall be elected to serve as directors of Yuma Delaware Surviving Company to hold office in accordance with the certificate of incorporation and the bylaws of Yuma Delaware Surviving Company until their respective successors are duly elected or appointed and qualified; (ed) the Company shall have received the opinion of Xxxxxx Xxxxxx Jxxxx Day LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, on the date on which the Registration Statement is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of the Company, Yuma SES and Yuma DelawareMerger Subsidiary, all of which are consistent with the state of facts existing as of the date on which the Registration Statement is filed and the Merger Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Yuma Delaware SES will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 8.02(e6.02(d), Xxxxxx Xxxxxx Jxxxx Day LLP shall have received and may rely upon the certificates and representations referred to in Section 6.14(f5.14(f); (fe) Yuma SES and Yuma Delaware Merger Subsidiary must have delivered to its counsel, the Company and the Company’s counsel a certificate signed on behalf of Yuma SES and Yuma Delaware Merger Subsidiary by a duly authorized officer of Yuma SES and Yuma Delaware Merger Subsidiary certifying the representations set forth in Section 4.13 and as otherwise reasonably requested by the Company’s or Yuma SES and Yuma Delaware’s SES’ tax counsel; (gf) the Company shall have been furnished with evidence satisfactory to it that Yuma SES has obtained the consents, approvals and waivers set forth in Section 8.02(g6.02(f) of the Yuma SES Disclosure Schedule;; and (hg) the certificate of incorporation of Delaware Merger Subsidiary shall be in a form and substance acceptable to the Company in its reasonable discretion at the Merger Effective Time; and (i) the Registration Rights Agreement in the form of Exhibit H shall be executed by Yuma Delaware and delivered for execution to (A) the Registration Rights Persons and (B) each of the Additional DPAC Holders who sign both a Lock-Up Agreement pursuant to Section 6.26 and a voting agreement in substantially the form of the Company Voting Agreement pursuant to Section 6.28.