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

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Company), as of the Closing, of the following additional conditions: (a) each of the representations and warranties of Acquiror and Merger Sub contained in (i) Section 6.12 shall be true and correct in all but de minimis respects as of the Closing and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to the Closing; (c) Acquiror shall have delivered to the Company a certificate signed by an officer of Acquiror and an officer of Merger Sub, dated as of the Closing Date, certifying that, to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (d) the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount; (e) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (h) the Sponsor Support Agreement shall be in full force and effect and shall not have been rescinded by any of the parties thereto.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause consummate the transactions to be consummated, performed by it in connection with the Merger Closing is subject to the satisfaction (orfulfillment, prior to the extent permitted by applicable Law, waiver by the Company), as of or at the Closing, of each of the following additional conditions:conditions (any or all of which may be waived by the Company if it executes a writing unambiguously so stating at or prior to the Closing.): (a) each of the all representations and warranties of Acquiror and Merger Sub contained the Shareholders set forth in (i) Section 6.12 4 shall be true and correct in all but de minimis Material respects at and as of the Closing and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier timeClosing; (b) Acquiror and Merger Sub the Shareholders shall have performed or and complied with all of its covenants hereunder in all material Material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to or at the Closing; (c) Acquiror there will not be any action, suit or proceeding pending or threatened before any Governmental Entity or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement or any Company Ancillary Agreement, (ii) cause any of the transactions contemplated by this Agreement or any Company Ancillary Agreement to be rescinded following consummation, (iii) affect materially and adversely the right of the Company following the Closing to own TLW Shares or to control TLW, or (iv) affect materially and adversely, the right of TLW to own its assets or to operate its businesses as presently operated (and no such injunction, judgment, order, decree, ruling or charge will be in effect); (d) the Shareholders will have obtained all consents, releases, waivers and other documentation required in order for the Shareholders to transfer and deliver all of the TLW Shares to the Company and to fulfill their other obligations hereunder; (e) the Shareholders' Representative shall have delivered to the Company a certificate to the effect that each of the conditions specified in Section 10.1 above are satisfied in all respects; (f) any relevant Shareholders shall have delivered to the Company an executed counterpart of each of the Company Ancillary Agreements to which such Shareholders are a signatory; (g) the Company shall have received the resignations, effective as of the Closing, of each of the directors, officers, signing agents and attorneys-in-fact of TLW on the Closing Date of TLW, other than those whom the Company has specified in writing at least five business days prior to the Closing to continue in such capacities; (h) the Company shall have received consents, to the extent requested by Company, substantially in the form attached hereto as Exhibit A, executed by the respective spouse of each Shareholders; (i) TLW shall have, in all Material respects, taken and accomplished all actions that Shareholders are required to cause TLW to take; (j) each of the Shareholders shall have executed and delivered to the Company a counterpart executed by such Shareholder of the Shareholder Ancillary Agreements; (k) all actions to be taken by the Shareholders or TLW in connection with consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Company; (l) an affidavit, in a form reasonably satisfactory to the Company, of the Shareholders stating under penalties of perjury such Shareholder's United States taxpayer identification number and that such Shareholder is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (m) a good standing certificate for TLW from the Secretary of State of the State of its incorporation or formation dated the Closing Date; (n) the Escrow Agreement, dated the Closing Date, executed by the Shareholders, together with any counterparts signed by the Escrow Agent and blank stock powers executed by such Shareholder with respect to the Escrowed Shares; (o) an officer of Acquiror opinion by TLW's counsel, in the form and an officer of Merger Subsubstance as set forth in Exhibit D attached hereto, addressed to the Company, and dated as of the Closing Date, certifying that, to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (d) the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount; (e) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (hp) the Sponsor Support Agreement shall be signatory card in full force and effect and shall not have been rescinded by any of the parties theretoblank for all TLW bank accounts acceptable to each bank where TLW maintains an account.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause consummate the transactions to be consummated, performed by it in connection with the Merger Closing is subject to the satisfaction (orfulfillment, prior to the extent permitted by applicable Law, waiver by the Company), as of or at the Closing, of each of the following additional conditions:conditions (any or all of which may be waived by the Company in writing at or prior to the Closing): (a) each of the all representations and warranties of Acquiror and Merger Sub contained the Shareholders set forth in (i) Section 6.12 4 shall be true correct and correct in all but de minimis respects as of the Closing and complete (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that the aggregate of all Losses that could arise from the inaccuracy or incompleteness of any such representation statements, individually or warranty expressly speaks collectively, contained in Section 4 do not exceed One Hundred Thousand Dollars ($100,000)) at and as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier timethe Closing Date; (b) Acquiror and Merger Sub the Shareholders shall have performed or and complied with all of their covenants hereunder in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to or at the Closing; (c) Acquiror there will not be any action, suit or proceeding pending or threatened before any Governmental Entity or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement or any Shareholders' Ancillary Agreement, (ii) cause any of the transactions contemplated by this Agreement or any Shareholders' Ancillary Agreement to be rescinded following consummation, (iii) affect materially and adversely the right of the Company following the Closing to own Maynxxx Xxxres or to control Maynxxx, xx (iv) affect materially and adversely, the right of Maynxxx xx own its assets or to operate its businesses as presently operated (and no such injunction, judgment, order, decree, ruling or charge will be in effect); (d) the Shareholders will have obtained all consents, releases, waivers and other documentation required in order for the Shareholders to transfer and deliver all of the Maynxxx Xxxres to the Company and to fulfill their other obligations hereunder, including but not limited to the spousal consents substantially in the form attached hereto as Exhibit A; (e) the Company shall have received the resignations, effective as of the Closing, of each of the directors, officers, signing agents and attorneys-in-fact of Maynxxx, xxher than those whom the Company has specified in writing at least five business days prior to the Closing to continue in such capacities; (f) Maynxxx xxxll have, in all material respects, taken and accomplished all actions that Shareholders are required to cause Maynxxx xx take; (g) each of the Shareholders shall have executed and delivered to the Company a counterpart executed by such Shareholder of the following documents: (i) Consulting Agreement substantially in the form attached hereto as Exhibit B; (ii) Non-Compete and Non-Solicitation Agreement substantially in the form attached hereto as Exhibit C; (iii) the First Addendum dated the Closing Date to that certain American Industrial Real Estate Association Standard Industrial/Commercial Single-Tenant Lease-Net dated February 1, 1998 by and between Georxx X. Xxxxxxx xxx Debi X. Xxxxxxx xx Lessor therein and Maynxxx Xxxcision, Inc., a California corporation as Lessee therein, in substantially in the form attached hereto as Exhibit D; (h) all actions to be taken by the Shareholders or Maynxxx xx connection with consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Company; (i) the Shareholders shall have delivered to the Company a good standing certificate signed for Maynxxx xxxm the Secretary of State of the State of California dated within thirty (30) days of the Closing Date; (j) the Shareholders shall have executed and delivered to the Company the Escrow Agreement substantially in the form attached hereto as Exhibit E-1 and the Custody Agreement substantially in the form attached hereto as Exhibit E-2; (k) the Shareholders shall have delivered an opinion by an officer of Acquiror Maynxxx'x xxxnsel, in the form and an officer of Merger Subsubstance as set forth in Exhibit F attached hereto, addressed to the Company, and dated as of the Closing Date, certifying that, to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (d) the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount; (e) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (hl) the Sponsor Support Agreement Shareholders shall be have delivered a signatory card in full force and effect and shall not have been rescinded by any of the parties theretoblank for all Maynxxx xxxk accounts acceptable to each bank where Maynxxx xxxntains an account.

Conditions to Obligation of the Company. The obligation of the Company and the Consenting Stockholders to consummate, or cause consummate the transactions to be consummated, performed by it in connection with the Merger Closing is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Company), as of the Closing, of the following additional conditions: (ai) each of the representations and warranties of Acquiror and Merger Sub contained set forth in (i) Section 6.12 4 above shall be true and correct in all but de minimis material respects as of the Closing date of this Agreement and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects at and as of the Closing as though then made, except Date without giving effect to any supplement to the extent that any such representation or warranty expressly speaks as Disclosure Schedule; (ii) the Buyer and each Fleet Entity shall have performed and complied with all of an earlier time, in which case such representation or warranty shall be true its covenants hereunder and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) under each other Related Agreement in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to through the Closing; (ciii) Acquiror no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Buyer to own the capital stock of the Surviving Corporation and to control the Surviving Corporation and its Subsidiaries, or (D) affect adversely the right of any of the Surviving Corporation and its Subsidiaries to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer shall have delivered to the Company a certificate signed by to the effect that each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects; (v) this Agreement and the Merger shall have received the Required Statutory Stockholder Approval; (vi) all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(d) and Section 4(d) above; (vii) the Company and the Consenting Stockholders shall have received from counsel to the Buyer an officer of Acquiror opinion in form and an officer of Merger Subsubstance as set forth in Exhibit E attached hereto, addressed to the Company and the Consenting Stockholders, and dated as of the Closing Date, certifying that, to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (dviii) the Acquiror Closing Cash Amount shall not be less Buyer, each of the Fleet Entities and each other Person who is a party thereto (other than the Minimum Acquiror Closing Cash Amount; (eConsenting Stockholders, members of the Management Group, employees or officers of the Company or any of its Subsidiaries or the Company) Acquiror shall have executed and delivered each of the Related Agreements to which it is a party to the Consenting Stockholders and the Company evidence reasonably acceptable and each of the obligations contemplated thereby to be performed by the Buyer, the Fleet Entities or any such other Persons on or prior to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities Effective Time shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing dateperformed; and (hix) all actions to be taken by the Sponsor Support Agreement shall be Buyer in full force and effect and shall not have been rescinded by any connection with consummation of the parties theretotransactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Company and the Consenting Stockholders. The Company may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Company. The obligation obligations of the Company to consummate, or cause effect the Asset Purchase and to be consummated, consummate the Merger other transactions contemplated hereby and to perform its other obligations hereunder is also subject to the satisfaction (or, at or prior to the extent permitted by applicable Law, waiver by the Company), as of the Closing, Closing Date of the following additional conditions: (a) each of the The representations and warranties of Acquiror and Merger Sub contained set forth in (i) Section 6.12 Article 5 shall be true and correct in all but de minimis material respects at and as of the Closing and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier timeDate; (b) Acquiror and Merger Sub Torita shall have performed or and complied with all of its covenants hereunder in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to through the ClosingClosing Date; (c) Acquiror Torita shall have procured all of the third party consents and approvals necessary in order that this Agreement and the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of any contract or agreement to which Torita is a party or any Encumbrance on any of Torita's assets pursuant to the provisions of any agreement, arrangement or understanding or any license, franchise or permit, in any such case which is material to Torita; (d) An officer of Torita shall have delivered to the Company a certificate signed by an officer of Acquiror and an officer of Merger Sub, dated as of the Closing Date, certifying that, Torita to the knowledge and belief effect that each of such officers, the conditions specified above in Section 10.3(a12.2(a) and Section 10.3(bthrough (c) have been satisfied; (d) the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amountis satisfied in all respects; (e) Acquiror shall have delivered All actions to be taken by Torita in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a)and its counsel; (f) Acquiror’s total outstanding Liabilities No court action or proceeding (excluding Acquiror Transaction Expensesand to the actual knowledge of Torita, Company Transaction Expenses no investigation by a Governmental Body that has a substantial likelihood of leading to an action or proceeding) to restrain or prohibit the transactions contemplated by this Agreement and any Acquiror Warrant Liabilitiesthe agreements related hereto and at the Effective Time, there shall be no Claims, whether or not fully covered by insurance that (i) shall not exceed $5,000,000have a substantial probability of restraining or prohibiting or creating damages in connection with the transactions contemplated by this Agreement and the agreements related thereto, or (ii) have a substantial probability of resulting in a material adverse change of business, operations, properties or assets or in the condition, financial or otherwise, of Torita; (g) the Registration Statement Securities There shall have been approved for listing on Nasdaqno material adverse change, subject only from the Closing Date until the Closing Date, in the Torita Assets or in the business, operations, condition, financial or otherwise, of Torita, and the Company shall have received a certificate to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days effect as of the listing date; andClosing Date and executed by a Manager of Torita and the person primarily responsible for its financial affairs; (h) the Sponsor Support Agreement shall be in full force and effect and The Company shall not have been rescinded discovered the existence of any further transaction which materially and adversely differs from any representation or warranty of Torita. (i) Torita shall have delivered all documents required by Section 10.2. The Company may waive any of condition, in whole or in part, specified in this Section 12.2 if the parties theretoCompany executes a writing so stating at or prior to the Closing Date.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause consummate the transactions to be consummated, performed by it in connection with the Merger Closing is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Company), as of the Closing, of the following additional conditions: (a) each of the representations and warranties of Acquiror Parent and Merger Sub contained in (i) Section 6.12 this Agreement shall be true and correct in all but de minimis respects as of the Closing and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks date of this Agreement and as of an earlier timethe Closing Date (other than representations and warranties which address matters only as of a particular date, in which case such representation or warranty representations and warranties shall be true and correct (disregarding any limitation or exception as to materialitycorrect, material adverse effect or similar qualification set forth therein) in all material respects on and as of such earlier timeparticular date), with the same force and effect as if then made; (b) Acquiror Parent and Merger Sub shall have performed or and complied with all of their covenants hereunder in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to through the Closing; (c) Acquiror Parent and Merger Sub shall have delivered to the Company Shareholder Representative a certificate signed executed by an a senior executive officer of Acquiror each of Parent and an officer of Merger Sub, dated as of the Closing Date, certifying that, Sub to the knowledge and belief effect that each of such officers, the conditions specified in Section 10.3(a8.2(a) and Section 10.3(b8.2(b) have been satisfied; (d) Parent shall have delivered to the Acquiror Closing Cash Amount shall not be less than Escrow Agent the Minimum Acquiror Closing Cash AmountEscrow Agreement, duly executed by Parent; (e) Acquiror Parent shall have delivered to assumed or amended, restated or otherwise replaced the Company’s and its Subsidiaries’ current lines of credit, and following such amendment(s), restatement(s) or other modification(s), the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closingand its Subsidiaries shall have, as provided of the Effective Time, excess cash and/or immediate availability under one or more lines of credit in Section 8.6(a);an aggregate amount of no less than $15,000,000. (f) Acquiror’s total outstanding Liabilities no action, suit, or proceeding shall be pending before any federal or state court of competent jurisdiction or other governmental authority wherein an unfavorable injunction, judgment, order, decree, ruling or charge has been or is reasonably likely to be issued (excluding Acquiror Transaction Expensesi) preventing consummation of the transactions contemplated by this Agreement, Company Transaction Expenses and or (ii) causing any Acquiror Warrant Liabilities) shall not exceed $5,000,000;of the transactions contemplated by this Agreement to be rescinded following consummation; and (g) the Registration Statement Securities all required HSR Act and Foreign Monopoly Law filings shall have been approved for listing made and any applicable waiting period (and extensions thereof) under the HSR Act and Foreign Monopoly Laws shall have expired or terminated. The Shareholder Representative, on Nasdaqbehalf of the Company Shareholders, subject only may waive any condition specified in this Section 8.2 if the Shareholder Representative executes a writing so stating at or prior to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (h) the Sponsor Support Agreement shall be in full force and effect and shall not have been rescinded by any of the parties theretoClosing.

Conditions to Obligation of the Company. The to Effect the Purchase. -------------------------------------------------------------- Unless waived by the Company, the obligation of the Company to consummate, or cause to effect the Purchase shall be consummated, the Merger is subject to the satisfaction (or, fulfillment at or prior to the extent permitted by applicable Law, waiver by the Company), as of the Closing, Closing of the following additional conditions: (a) Compass and each of the Other Founding Companies shall have performed in all material respects their agreements contained in this Agreement and each Other Stock Purchase Agreement required to be performed on or prior to the Closing Date and the representations and warranties of Acquiror and Merger Sub Compass contained in (i) Section 6.12 this Agreement and each Other Stock Purchase Agreement shall be true and correct in all but de minimis material respects on and as of the date made and on and as of the Closing Date as if made at and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier timedate, and the Company shall have received a certificate of the Chief Executive Officer or President of Compass to that effect; (b) Acquiror and Merger Sub no governmental authority shall have performed promulgated any statute, rule or complied regulation which, when taken together with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior such promulgations, would materially impair the value to the ClosingStockholder of the Purchase; (c) Acquiror the Company and the Stockholder shall have delivered to the Company a certificate signed by received an officer of Acquiror and an officer of Merger Subopinion from Xxxxxx Xxxxxx & Xxxxx, dated as of the Closing Date, certifying thatcontaining the substantive opinions set forth on Exhibit 9.2(c), to the knowledge and belief final form of such officers, -------------- opinion to be in form and substance acceptable to counsel for the conditions specified in Section 10.3(a) Company and Section 10.3(b) have been satisfiedthe Stockholder; (d) the Acquiror Company and the Stockholder shall have received an opinion from Xxxxxx Xxxxxx & Zavis, dated as of the Closing Cash Amount shall Date, customary for transactions of this nature, that the receipt by the Stockholder of Compass Common Stock to be issued to the Stockholder pursuant to this Agreement will not be less than taxable pursuant to Section 351 of the Minimum Acquiror Closing Cash AmountCode; (e) Acquiror the Stockholder shall have been afforded the opportunity to enter into an employment agreement in the form attached hereto as Exhibit 9.2(e); -------------- (f) Compass shall have delivered to the Company evidence reasonably acceptable and the Underwriters a certificate, dated as of a date no later than ten (10) days prior to the Company Closing Date, duly issued by the Secretary of State of the State of Delaware, showing that the Acquiror Board will be constituted, immediately after the Closing, as provided Compass is in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000good standing; (g) the Registration Statement Securities Stockholder, the stockholders of the other Founding Companies who are to receive shares of Compass Common Stock pursuant to the Other Stock Purchase Agreements, and the other stockholders of Compass other than those acquiring stock in the IPO shall have been approved for listing on Nasdaq, subject only to entered into a stockholders agreement in the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, form attached hereto as Exhibit 9.2(g) (the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date"Stockholders' -------------- Agreement"); and (h) all conditions to the Sponsor Support Agreement Other Purchases on substantially the same terms as provided herein, shall be in full force and effect and shall not have been rescinded satisfied or waived by any of the parties applicable party thereto.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause to consummate the Closing shall be consummated, the Merger is subject to the satisfaction (or, or waiver in writing by the Company to the extent permitted by applicable Law, waiver by the Company), as of at or prior to the Closing, of each of the following additional conditions: (a) each of the representations and warranties of Acquiror the Purchaser and Merger Sub contained in (i) contained in this Agreement (other than in Section 6.12 4.1), without giving effect to any qualification as to materiality or Purchaser Material Adverse Effect contained therein, shall be true and correct as of the date hereof and shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such earlier date), except to the extent that any such untruth or incorrectness would not, individually or in the aggregate, result in a Purchaser Material Adverse Effect; and (ii) contained in Section 4.1 shall be true and correct in all but de minimis material respects as of the Closing date hereof and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing Date as though then made, except to the extent that any such representation or warranty expressly speaks made on and as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier timethe Closing Date; (b) Acquiror each of the covenants and Merger Sub shall have performed or complied with agreements contained in all material respects all agreements and covenants required under this Agreement to be performed by the Purchaser or complied with by them Merger Sub at or prior to before the Closing shall have been performed in all material respects by the Purchaser or Merger Sub, as applicable, at or before the Closing; (c) Acquiror since December 31, 2011, there shall not have occurred any Purchaser Material Adverse Effect; (d) the Purchaser shall have made or caused to have been made each of the payments of Estimated Merger Consideration substantially simultaneously with the consummation of the Closing; (e) the Purchaser shall have delivered to the Company a certificate signed by of an executive officer of Acquiror and an officer of Merger Sub, dated as of the Closing Date, certifying that, Purchaser to the knowledge and belief effect that each of such officers, the conditions specified above in Section 10.3(aSections 6.2(a), 6.2(b) and Section 10.3(b6.2(c) have has been satisfied; (d) the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount; (e) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided satisfied in Section 8.6(a);all respects; and (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities Purchaser shall have been approved for listing made the Restricted Stock Unit Grants as described on NasdaqExhibit 6.2(f) attached hereto (as may be amended from time to time after the date hereof by mutual written agreement of the Purchaser and the Senior Executives), subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, recipient thereof having executed and delivered to the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (h) the Sponsor Support Agreement shall be in full force and effect and shall not have been rescinded by any of the parties theretoPurchaser a Non-Compete Agreement.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause to consummate the Transactions will be consummated, the Merger is subject to the satisfaction (oror waiver by such Party, if permissible under applicable Law) on or prior to the extent permitted by applicable Law, waiver by the Company), as of the Closing, Closing Date of the following additional conditions: (a) each of the The representations and warranties of the Acquiror and Merger Sub contained Parties set forth in (i) Section 6.12 shall be this Agreement are true and correct in all but de minimis respects material respects, as of the Closing date hereof and as of the Closing, except (i) to the extent of changes or developments contemplated by the terms of this Agreement and (ii) Article VI for such representations and warranties that speak as of a specific date or time (other than Section 6.12) shall which need be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects only as of such earlier date or time); (b) The Acquiror and Merger Sub shall Parties have performed or complied with in all material respects with all agreements and covenants required under by this Agreement to be performed or complied with by them the Acquiror Parties at or prior to the Closing; (c) There has been no event that is continuing that would individually, or in the aggregate, reasonably be expected to have a Acquiror shall Material Adverse Effect; (d) The Company has received a certificate, signed by the chief executive officer or chief financial officer of Acquiror, certifying as to the matters set forth in Section 8.3(a), Section 8.3(b) and ‎Section 8.3(c); (e) Each Acquiror Party, Rxxx and C-H have executed and delivered to the Company a certificate counterpart signature page to each of the Transaction Documents to which it is a party; (f) The Post-Closing Holdings Directors have been appointed to the board of Holdings effective as of the Closing; (g) To the extent not previously executed and delivered to the Company, Holdings has executed and delivered to the Company the ROFR Joinder; (h) Holdings has executed and delivered to the Company a joinder to the Convertible Notes Purchase Agreement as required thereunder; (i) Acquiror has delivered to the Company a certificate, signed by an officer of Acquiror certifying true, complete and correct copies of the resolutions duly adopted by the Acquiror Required Vote at the Acquiror Stockholders’ Meeting; (j) Acquiror has delivered to the Company a certificate, signed by an officer of the respective Acquiror Party, certifying true, complete and correct copies of (i) the resolutions of the sole stockholder of Holdings approving the consummation of the Transactions, (ii) the resolutions duly adopted by the sole stockholder of Merger SubSub Corp approving the RH Merger and the consummation of the Transactions; (ii) the resolutions duly adopted by the sole member of Merger Sub LLC approving the PCT Merger and the consummation of the Transactions, (v) the resolutions duly adopted by Acquiror’s Board of Directors, Holdings’ board of directors, Merger Sub Corp’s board of directors and Merger Sub LLCs’ board of managers authorizing the execution, delivery and performance of this Agreement; and (vi) written resignations, in forms satisfactory to the Company, dated as of the Closing DateDate and effective as of the Closing, certifying thatexecuted by (x) all officers of Acquiror and Holdings, and Merger Sub LLC and Merger Sub Corp, if any and (y) all persons serving as directors of Acquiror, Holdings, Merger Sub LLC and Merger Sub Corp, immediately prior to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfiedClosing; (dk) the Except for shares of Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount; (e) Acquiror shall have delivered Common Stock issued pursuant to the Company evidence reasonably acceptable to Subscription Agreements, from the Company that the Acquiror Board will be constituted, immediately after date of this Agreement through the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding no shares of Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities shall Common Stock have been approved for listing on Nasdaq, subject only issued to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing dateany Person; and (hl) The Available Closing Date Total Cash is equal to or greater than the Sponsor Support Agreement shall be in full force and effect and shall not have been rescinded by Minimum Cash without any breach, inaccuracy or failure to perform of any of the parties theretorepresentations, warranties or covenants set forth in ‎Section 4.5 or Section 6.1. If the Closing occurs, all Closing conditions set forth in ‎Section 8.1 and ‎Section 8.3 that have not been fully satisfied as of the Closing will be deemed to have been waived by the Company.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause to be consummated, effect the Merger is subject to the satisfaction (oror waiver, if permissible under applicable law) on or prior to the extent permitted by applicable Law, waiver by the Company), as of the Closing, Closing Date of the following additional conditions: (a) each of the representations and warranties of Acquiror Parent and Merger Sub contained in (i) Section 6.12 this Agreement shall be true and correct accurate in all but de minimis respects as of the Closing Closing, with the same force and effect as if made as of the Closing, except that any inaccuracies in such representations and warranties will be disregarded for purposes of this Section 6.2(a) if such inaccuracies (iiconsidered collectively) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, do not have a material adverse effect or similar qualification set forth therein) in all material respects as of on the Closing as though then made, except economic benefits to be derived by the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier timeCompany Shareholders from the Merger; (b) Acquiror Parent and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required to be performed by them under this Agreement to be performed or complied with by them at or prior to the Closing; (c) Acquiror Parent shall have delivered to provided the Company a certificate signed by an officer of Acquiror and an officer of Merger Sub, dated as of with satisfactory evidence that the payments required to be made at the Closing Date, certifying that, pursuant to Article 1 will be made at the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfiedClosing; (d) the Acquiror Closing Cash Amount Company shall not be less than have obtained the Minimum Acquiror Closing Cash AmountWritten Consent of the Requisite Shareholders; (e) Acquiror Parent and the Escrow Agent shall have delivered executed the Escrow Agreement and Parent shall have deposited or caused to be deposited all amounts required by Section 2.4(d) to be contributed to the Company evidence reasonably acceptable to Escrow Fund with the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a)Escrow Agent; (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) there shall not exceed $5,000,000have occurred a Parent Material Adverse Effect, and no event shall have occurred or circumstance exist that, in combination with any other events or circumstances, could reasonably be expected to have a Parent Material Adverse Effect; (g) there shall not be pending any action by a governmental authority seeking to restrain, prohibit or enjoin the Registration Statement Securities shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days consummation of the listing date; andMerger; (h) the Sponsor Support Fairness Hearing shall have been held, and the California Permit shall have been issued, such that the Stock Consideration shall constitute exempt securities with the meaning of Section 3(a)(10) of the Act; and (i) no legal action shall have been commenced against Parent or Merger Sub by a Person other than a Key Employee or an Affiliate thereof seeking to prevent or enjoin the Merger and other transactions contemplated by this Agreement, and no injunction or other order preventing the Merger shall have been issued since the date of this Agreement by any United States federal or state court of competent jurisdiction; and no United States federal or state law that makes the Merger illegal shall be in full force and effect have been enacted since the date of this Agreement and shall not have been rescinded by any of the parties theretoremain in effect.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause to consummate the Transactions will be consummated, the Merger is subject to the satisfaction (oror waiver by such Party, if permissible under applicable Law) on or prior to the extent permitted by applicable Law, waiver by the Company), as of the Closing, Closing Date of the following additional conditions: (a) each of the The representations and warranties of the Acquiror and Merger Sub contained set forth in (i) Section 6.12 shall be this Agreement are true and correct in all but de minimis respects material respects, as of the Closing date hereof and as of the Closing, except (i) to the extent of changes or developments contemplated by the terms of this Agreement or (ii) Article VI for such representations and warranties that speak as of a specific date or time (other than Section 6.12) shall which need be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects only as of such earlier date or time); (b) The Acquiror and Merger Sub shall have performed or complied with in all material respects with all agreements and covenants required under by this Agreement to be performed or complied with by them the of the Acquiror and Merger Sub at or prior to the Closing; (c) There has been no event that is continuing that would individually, or in the aggregate, reasonably be expected to have a Acquiror shall Material Adverse Effect; (d) The Company has received a certificate, signed by the chief executive officer or chief financial officer of Acquiror, certifying as to the matters set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c); (e) Each Acquiror Party, Xxxx and C-H have executed and delivered to the Company a certificate signed by an officer of Acquiror and an officer of Merger Sub, dated as counterpart signature page to each of the Closing Date, certifying that, Transaction Documents to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (d) the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount; (e) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a)which it is a party; (f) Acquiror’s total outstanding Liabilities (excluding All members of the Acquiror Transaction Expenses, Company Transaction Expenses Board and any all officers of Acquiror Warrant Liabilities) shall not exceed $5,000,000will have executed written resignations effective as of the Effective Time; (g) the Registration Statement Securities shall The Post-Closing Directors will have been approved for listing on Nasdaq, subject only appointed to the receipt board of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days effective as of the listing dateClosing; (h) The Certificate of Incorporation will have been amended and restated in the form of the Acquiror A&R Charter; (i) Except for shares of Acquiror Common Stock issued pursuant to the Subscription Agreements, from the date of this Agreement through the Closing, no shares of Acquiror Common Stock will have been issued to any Person; (j) The Company will have received the Closing Tax Opinion; and (hk) The Available Closing Date Total Cash is equal to or greater than the Sponsor Support Agreement shall be in full force and effect and shall not have been rescinded by Minimum Cash without any breach, inaccuracy or failure to perform of any of the parties theretorepresentations, warranties or covenants set forth in ‎Section 4.5 or Section 6.1. If the Closing occurs, all Closing conditions set forth in ‎Section 8.1 and Section 8.3 that have not been fully satisfied as of the Closing will be deemed to have been waived by the Company.

Conditions to Obligation of the Company. The to Effect the Purchase. -------------------------------------------------------------- Unless waived by the Company, the obligation of the Company to consummate, or cause to effect the Purchase shall be consummated, the Merger is subject to the satisfaction (or, fulfillment at or prior to the extent permitted by applicable Law, waiver by the Company), as of the Closing, Closing of the following additional conditions: (a) Compass and each of the Other Founding Companies shall have performed in all material respects their agreements contained in this Agreement and each Other Stock Purchase Agreement required to be performed on or prior to the Closing Date and the representations and warranties of Acquiror and Merger Sub Compass contained in (i) Section 6.12 this Agreement and each Other Stock Purchase Agreement shall be true and correct in all but de minimis material respects on and as of the date made and on and as of the Closing Date as if made at and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier timedate, and the Company shall have received a certificate of the Chief Executive Officer or President of Compass to that effect; (b) Acquiror and Merger Sub no governmental authority shall have performed promulgated any statute, rule or complied regulation which, when taken together with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior such promulgations, would materially impair the value to the ClosingStockholders of the Purchase; (c) Acquiror the Company and the Stockholders shall have delivered to the Company a certificate signed by received an officer of Acquiror and an officer of Merger Subopinion from Xxxxxx Xxxxxx & Xxxxx, dated as of the Closing Date, certifying thatcontaining the substantive opinions set forth on Exhibit 9.2(c), to the knowledge and belief final form of such officers, -------------- opinion to be in form and substance acceptable to counsel for the conditions specified in Section 10.3(a) Company and Section 10.3(b) have been satisfiedStockholders; (d) the Acquiror Company and the Stockholders shall have received an opinion from Xxxxxx Xxxxxx & Zavis, dated as of the Closing Cash Amount shall Date, customary for transactions of this nature, that the receipt by the Stockholders of Compass Common Stock to be issued to the Stockholders pursuant to this Agreement will not be less than taxable pursuant to Section 351 of the Minimum Acquiror Closing Cash AmountCode; (e) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constitutedX. X. Xxxxxxx ("Xxxxxxx"), immediately after the Closing, as provided in Section 8.6(a); Xxxx Xxxxxxx (f"X. Xxxxxxx") Acquiror’s total outstanding Liabilities and Xxxx Xxxxxxx (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities"X. Xxxxxxx") shall not exceed $5,000,000; (g) the Registration Statement Securities shall have been approved for listing on Nasdaqafforded the opportunity to enter into an employment agreement in the forms attached hereto as Exhibits -------- 9.2(e)-1, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (h) the Sponsor Support Agreement shall be in full force 9.2(e)-2 and effect and shall not have been rescinded by any of the parties thereto.9.2

Conditions to Obligation of the Company. The to Effect the Purchase. -------------------------------------------------------------- Unless waived by the Company, the obligation of the Company to consummate, or cause to effect the Purchase shall be consummated, the Merger is subject to the satisfaction (or, fulfillment at or prior to the extent permitted by applicable Law, waiver by the Company), as of the Closing, Closing of the following additional conditions: (a) Compass and each of the Other Founding Companies shall have performed in all material respects their agreements contained in this Agreement and each Other Stock Purchase Agreement required to be performed on or prior to the Closing Date and the representations and warranties of Acquiror and Merger Sub Compass contained in (i) Section 6.12 this Agreement and each Other Stock Purchase Agreement shall be true and correct in all but de minimis material respects on and as of the date made and on and as of the Closing Date as if made at and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier timedate, and the Company shall have received a certificate of the Chief Executive Officer or President of Compass to that effect; (b) Acquiror and Merger Sub no governmental authority shall have performed promulgated any statute, rule or complied regulation which, when taken together with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior such promulgations, would materially impair the value to the ClosingStockholders of the Purchase; (c) Acquiror the Company and the Stockholders shall have delivered to the Company a certificate signed by received an officer of Acquiror and an officer of Merger Subopinion from Xxxxxx Xxxxxx & Xxxxx, dated as of the Closing Date, certifying thatcontaining the substantive opinions set forth on Exhibit 9.2(c), to the knowledge and belief final form of such officers, -------------- opinion to be in form and substance acceptable to counsel for the conditions specified in Section 10.3(a) Company and Section 10.3(b) have been satisfiedthe Stockholders; (d) the Acquiror Company and the Stockholders shall have received an opinion from Xxxxxx Xxxxxx & Zavis, dated as of the Closing Cash Amount shall Date, customary for transactions of this nature, that the receipt by the Stockholders of Compass Common Stock to be issued to the Stockholders pursuant to this Agreement will not be less than taxable pursuant to Section 351 of the Minimum Acquiror Closing Cash AmountCode; (e) Acquiror Leeds Xxxxxxx, the Company's Chairman and Chief Executive Officer ("Xxxxxxx"), shall have been afforded the opportunity to enter into an employment agreement in the form attached hereto as Exhibit 9.2(e); ------- ------ (f) Compass shall have delivered to the Company evidence reasonably acceptable and the Underwriters a certificate, dated as of a date no later than ten (10) days prior to the Company Closing Date, duly issued by the Secretary of State of the State of Delaware, showing that the Acquiror Board will be constituted, immediately after the Closing, as provided Compass is in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000good standing; (g) each of the Registration Statement Securities Stockholders, the stockholders of the other Founding Companies who are to receive shares of Compass Common Stock pursuant to the Other Stock Purchase Agreements, and the other stockholders of Compass other than those acquiring stock in the IPO shall have been approved for listing on Nasdaq, subject only to entered into a stockholders agreement (the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, "Stockholders Agreement") in the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing dateform attached hereto as Exhibit 9.2(g); andand -------------- (h) all conditions to the Sponsor Support Agreement Other Purchases, on substantially the same terms as provided herein, shall be in full force and effect and shall not have been rescinded satisfied or waived by any of the parties applicable party thereto.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause consummate the transactions to be consummated, the Merger performed by it in connection with this Agreement is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Company), as of the Closing, of the following additional conditions: (ai) each of the representations and warranties of Acquiror and Merger Sub contained set forth in (i) Section 6.12 4 above shall be true and correct in all but de minimis material respects at and as of the Closing and Date; (ii) Article VI (other than Section 6.12) USMG shall be true have performed and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) complied with all of its respective covenants hereunder in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to through the Closing; (ciii) Acquiror there shall not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) The Company shall have completed its due diligence of USMG to its satisfaction; (v) USMG shall have received shareholder approval to: (1) reverse split its outstanding shares to result in 2,500,000 shares of its Common Stock to be outstanding prior to the Closing, (2) Increase its authorized Common Stock to 100,000,000 and Preferred Stock to 20,000,000; (vi) USMG shall have retired the convertible note shown on its balance sheet, with a face value of $30,000; (vii) USMG shall have delivered to the Company a certificate signed by an officer of Acquiror and an officer of Merger Sub, dated as of the Closing Date, certifying that, to the knowledge and belief effect that each of such officers, the conditions specified above in this Section 10.3(a7(b) and Section 10.3(b) have been satisfiedis satisfied in all respects; (dviii) all actions to be taken by USMG in connection with consummation of the Acquiror Closing Cash Amount shall not transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be less than reasonably satisfactory in form and substance to the Minimum Acquiror Closing Cash Amount; (e) Acquiror Company. Without limiting the generality of the foregoing, USMG shall have delivered the following: A. A certificate of the corporate secretary of USMG and of the USMG Subsidiary attaching with respect to each the Certificate of Incorporation, bylaws, board of director and shareholder resolutions authorizing the transactions contemplated hereby, and a statement as to the incumbency of the persons executing this agreement or any document, certificate or instrument contemplated thereby. The Company evidence reasonably acceptable may waive any condition specified in this Section 7(b) if it executes a writing so stating at or prior to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (h) the Sponsor Support Agreement shall be in full force and effect and shall not have been rescinded by any of the parties thereto.

Conditions to Obligation of the Company. The to Effect the Purchase. -------------------------------------------------------------- Unless waived by the Company, the obligation of the Company to consummate, or cause to effect the Purchase shall be consummated, the Merger is subject to the satisfaction (or, fulfillment at or prior to the extent permitted by applicable Law, waiver by the Company), as of the Closing, Closing of the following additional conditions: (a) Compass and each of the Other Founding Companies shall have performed in all material respects their agreements contained in this Agreement and each Other Stock Purchase Agreement required to be performed on or prior to the Closing Date and the representations and warranties of Acquiror and Merger Sub Compass contained in (i) Section 6.12 this Agreement and each Other Stock Purchase Agreement shall be true and correct in all but de minimis material respects on and as of the date made and on and as of the Closing Date as if made at and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier timedate, and the Company shall have received a certificate of the Chief Executive Officer or President of Compass to that effect; (b) Acquiror and Merger Sub no governmental authority shall have performed promulgated any statute, rule or complied regulation which, when taken together with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior such promulgations, would materially impair the value to the ClosingStockholders of the Purchase; (c) Acquiror the Company and the Stockholders shall have delivered to the Company a certificate signed by received an officer of Acquiror and an officer of Merger Subopinion from Xxxxxx Xxxxxx & Xxxxx, dated as of the Closing Date, certifying thatcontaining the substantive opinions set forth on Exhibit 9.2(c), to the knowledge and belief final form of such officers, -------------- opinion to be in form and substance acceptable to counsel for the conditions specified in Section 10.3(a) Company and Section 10.3(b) have been satisfiedthe Stockholders; (d) the Acquiror Company and the Stockholders shall have received an opinion from Xxxxxx Xxxxxx & Zavis, dated as of the Closing Cash Amount shall Date, customary for transactions of this nature, that the receipt by the Stockholders of Compass Common Stock to be issued to the Stockholders pursuant to this Agreement will not be less than taxable pursuant to Section 351 of the Minimum Acquiror Closing Cash AmountCode; (e) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); Xxxxxx X. XxXxxx (f"X.X. XxXxxx") Acquiror’s total outstanding Liabilities and Xxxxx XxXxxx (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g"X. XxXxxx") the Registration Statement Securities Company's Co-Presidents, shall have been approved for listing on Nasdaq, subject only afforded the opportunity to enter into an employment agreement in the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing dateform attached hereto as Exhibit ------- 9.2(e); and (h) the Sponsor Support Agreement shall be in full force and effect and shall not have been rescinded by any of the parties thereto.------

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause consummate the transactions to be consummated, the Merger performed by it in connection with this Agreement is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Company), as of the Closing, of the following additional conditions: (ai) each of the representations and warranties of Acquiror and Merger Sub contained set forth in (i) Section 6.12 4 above shall be true and correct in all but de minimis material respects at and as of the Closing and Date; (ii) Article VI (other than Section 6.12) Xxxx Wolf shall be true have performed and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) complied with all of its respective covenants hereunder in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to through the Closing; (ciii) Acquiror there shall not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) Xxxx Xxxx shall have amended its Certificate of Incorporation to provide for a series of the Xxxx Wolf Preferred Shares having the rights, preferences and designations as described on Exhibit H hereto; (v) The Company shall have completed its due diligence of Xxxx Xxxx to its satisfaction; (vi) Xxxx Wolf shall have delivered to the Company a certificate signed by an officer of Acquiror and an officer of Merger Sub, dated as of the Closing Date, certifying that, to the knowledge and belief effect that each of such officers, the conditions specified above in this Section 10.3(a7(b) and Section 10.3(b) have been satisfiedis satisfied in all respects; (dvii) the Acquiror Closing Cash Amount Xxxx Xxxx shall not be less than the Minimum Acquiror Closing Cash Amounthave changed its name to CORGENIX MEDICAL CORPORATION; (eviii) Acquiror Xxxx Wolf shall have (A) entered into and consummated the transactions contemplated by certain Subscription Agreements, each among Xxxx Xxxx and the Purchaser(s) thereto; (B) obtained aggregate proceeds from sale of securities pursuant to such agreements of $1,000,000; and (C) deposited the net proceeds thereof at Eagle National Bank, N.A., in account #0121-898; (ix) all actions to be taken by Xxxx Wolf in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Company. Without limiting the generality of the foregoing, Xxxx Xxxx shall have delivered the following: A. A certificate of the corporate secretary of Xxxx Wolf and of the Xxxx Xxxx Subsidiary attaching with respect to each the Certificate of Incorporation, bylaws, board of director and shareholder resolutions authorizing the transactions contemplated hereby, and a statement as to the incumbency of the persons executing this agreement or any document, certificate or instrument contemplated thereby. The Company evidence reasonably acceptable may waive any condition specified in this Section 7(b) if it executes a writing so stating at or prior to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (h) the Sponsor Support Agreement shall be in full force and effect and shall not have been rescinded by any of the parties thereto.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause consummate the transactions to be consummated, performed by the Merger Company in connection with the Closing is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Company), as of the Closing, of the following additional conditions: (ai) each of the representations and warranties of Acquiror set forth in Section 5 that are qualified with reference materiality shall be true and Merger Sub contained in (i) Section 6.12 correct and the representations and warranties that are not so qualified shall be true and correct in all but de minimis material respects at and as of the Closing and Date; (ii) Article VI (other than Section 6.12) the Buyer shall be true have performed and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) complied with all of its covenants hereunder in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to through the Closing; (ciii) Acquiror there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or seeking substantial damages therefrom, and there shall be no pending action which, in the reasonable judgment of Buyer, could reasonably be expected to result in any such judgment or damages; (iv) the Buyer shall have delivered to the Company a certificate signed by an officer of Acquiror and an officer of Merger Sub, dated as of the Closing Date, certifying that, its Chief Executive Officer or Chief Financial Officer to the knowledge and belief effect that each of such officers, the conditions specified above in Section 10.3(a8(b)(i)-(iii) and Section 10.3(b) have been satisfiedis satisfied in all respects; (dv) all applicable waiting periods (and any extensions thereof) under the Acquiror Closing Cash Amount Hart-Scott-Rodino Act shall not be less than the Minimum Acquiror Closing Cash Amounthave expired or otherwise been terminatex; (evi) Acquiror AIG Insurance or another insurance with similar ratings shall have delivered issued a coverage binder effective at or before Closing committing to issue an environmental insurance policy substantially in the form attached as EXHIBIT L hereto naming the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, and Parent as provided in Section 8.6(a)additional insureds; (fvii) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses each of TransAmerica Commercial Finance Corporation and Textron Financial Corporation shall have consented to the assumption by the Buyer of the Dealer Network Financing Programs and Parent shall have been released from any Acquiror Warrant Liabilities) and all guarantees pursuant to which Parent shall not exceed $5,000,000have guaranteed any such obligations of the Company; (gviii) the Registration Statement Securities Buyer shall have been approved for listing on Nasdaq, subject only to executed and delivered the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, Assumption Agreement and the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing dateTransition Services Agreement; and (hix) all actions to be taken by the Sponsor Support Agreement Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in full force form and effect substance to the Company. The Company may waive any condition specified in this Section 8(b) if Parent and shall not have been rescinded by any of the parties thereto.Company execute a writing so stating at or prior to the Closing. 39

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause consummate the transactions to be consummated, performed by it in connection with the Merger Closing is subject to the satisfaction (orfulfillment, prior to the extent permitted by applicable Law, waiver by the Company), as of or at the Closing, of each of the following additional conditions:conditions (any or all of which may be waived by the Company in writing at or prior to the Closing): (a) each of the all representations and warranties of Acquiror and Merger Sub contained the Shareholders set forth in (i) Section 6.12 4 shall be true correct and correct in all but de minimis respects as of the Closing and complete (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that the aggregate of all Losses that could arise from the inaccuracy or incompleteness of any such representation statements, individually or warranty expressly speaks collectively, contained in Section 4 do not exceed One Hundred Thousand Dollars ($100,000)) at and as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier timethe Closing Date; (b) Acquiror and Merger Sub the Shareholders shall have performed or and complied with all of their covenants hereunder in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to or at the Closing; (c) Acquiror there will not be any action, suit or proceeding pending or threatened before any Governmental Entity or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the consummation of any of the transactions contemplated by this Agreement or any Company Ancillary Agreement, (ii) cause any of the transactions contemplated by this Agreement or any Company Ancillary Agreement to be rescinded following consummation, (iii) affect materially and adversely the right of the Company following the Closing to own Xxxxx Shares or to control Xxxxx, or (iv) affect materially and adversely, the right of Xxxxx to own its assets or to operate its businesses as presently operated (and no such injunction, judgment, order, decree, ruling or charge will be in effect); (d) the Shareholders will have obtained all consents, releases, waivers and other documentation required in order for the Shareholders to transfer and deliver all of the Xxxxx Shares to the Company and to fulfill their other obligations hereunder; (e) the Shareholders' Representative shall have delivered to the Company a certificate signed to the effect that each of the conditions specified in Section 10.1 above are satisfied in all respects; (f) Xxx Xxxxxxxxxxxx shall have delivered to the Company an executed counterpart of the Consulting Agreement; (g) the Company shall have received the resignations, effective as of the Closing, of each of the directors, officers, signing agents and attorneys-in-fact of Xxxxx, other than those whom the Company has specified in writing at least five business days prior to the Closing to continue in such capacities; (h) the Company shall have received consents, to the extent requested by Company, substantially in the form attached hereto as Exhibit D, executed by the respective spouse of each Shareholder; (i) Xxxxx shall have, in all material respects, taken and accomplished all actions that Shareholders are required to cause Xxxxx to take; (j) each of the Shareholders shall have executed and delivered to the Company a counterpart executed by such Shareholder of the Non-Compete and Non-Solicitation Agreement; (k) all actions to be taken by the Shareholders or Xxxxx in connection with the consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Company; (l) the Shareholders shall have delivered to the Company a good standing certificate for Xxxxx from the Secretary of State of the State of California dated within thirty (30) days of the Closing Date; (m) the Shareholders' Representative shall have executed and delivered to the Company the Escrow Agreement; (n) the Shareholders' Representative shall have delivered an officer of Acquiror opinion by Alson's counsel, in the form and an officer of Merger Subsubstance as set forth in Exhibit E attached hereto, addressed to the Company, and dated as of the Closing Date, certifying that, to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (d) the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount; (e) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (ho) the Sponsor Support Agreement Shareholders shall be have delivered a signatory card in full force and effect and shall not have been rescinded by any of the parties theretoblank for all Xxxxx bank accounts acceptable to each bank where Xxxxx maintains an account.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause consummate the transactions to be consummated, performed by it in connection with the Merger Closing is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Company), as of the Closing, of the following additional conditions: (ai) each of this Agreement and the Merger shall have received the Requisite Stockholder Approval; (ii) the representations and warranties of Acquiror the Buyer and Merger Sub contained the Transaction Subsidiary set forth in (i) Section 6.12 ss.4 above shall be true and correct in all but de minimis Material respects at and as of the Closing and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier timeDate; (biii) Acquiror each of the Buyer and Merger Sub the Transaction Subsidiary shall have performed or and complied with all of its covenants hereunder in all material Material respects all agreements at and covenants required under this Agreement to be performed or complied with by them at or prior to as of the Closing; (civ) Acquiror no action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state or local jurisdiction or before any arbitrator where an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect); (v) each of the Buyer and the Transaction Subsidiary shall have delivered to the Company a certificate signed by to the effect that each of the conditions specified above in ss.7(b)(i) through (iv) is satisfied in all respects; (vi) the Company shall have received from Xxxxxxxx & Worcester LLP, special counsel to the Buyer, an officer of Acquiror opinion in form and an officer of Merger Subsubstance reasonably satisfactory to the Company, addressed to the Company and dated as of the Closing Date, certifying that, . (vii) each of the Buyer and the Transaction Subsidiary shall have executed the Merger Documents to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfiedwhich it is a party; (dviii) the Acquiror Closing Cash Amount Parties shall not be less than the Minimum Acquiror Closing Cash Amounthave received all authorizations, consents, and approvals of governments and governmental agencies referred to in ss.5(c) above; (e) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (gix) the Registration Statement Securities Post Closing Escrow Agreement shall have been approved for listing on Nasdaq, subject only to executed by the receipt of official notice of listing from Nasdaq and, if requested Post Closing Escrow Agent and by Nasdaq, the delivery of evidence that Acquiror complied with Buyer and the minimum round lot shareholder requirement within 15 calendar days of the listing dateTransaction Subsidiary; and (hx) the Sponsor Support Company shall have received a favorable opinion, dated the Closing Date, of Xxxxxx & Xxxxx LLP, its special tax counsel, to the effect that this Agreement shall be constitutes a tax-free plan of reorganization in full force and effect and shall not have been rescinded by any accordance with the provisions of Section 368(a) of the parties theretoCode and as to the consequences thereof to the Company Stockholders that are receiving Combined Stockholder Merger Consideration. The Company may waive any condition specified in this ss.7(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause to be consummated, effect the Merger is subject to the satisfaction (oror waiver, if permissible under applicable law) on or prior to the extent permitted by applicable Law, waiver by the Company), as of the Closing, Closing Date of the following additional conditions: (a) each of the representations and warranties of Acquiror Parent and Merger Sub contained in (i) Section 6.12 this Agreement shall be true and correct accurate in all but de minimis respects as of the Closing Closing, with the same force and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception effect as to materiality, material adverse effect or similar qualification set forth therein) in all material respects if made as of the Closing as though then made, (except to the extent that any such representation or warranty expressly speaks as of an earlier timethe date of this Agreement or any other specific date, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) have been accurate in all material respects as of such earlier timedate), except that any inaccuracies in such representations and warranties will be disregarded for purposes of this Section 6.2(a) if such inaccuracies (considered collectively) do not have a material adverse effect on the economic benefits to be derived by the Company Shareholders from the Merger, it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” and other qualifications using the terms “in any material respect” or “in all material respects” in such representations and warranties will be disregarded; (b) Acquiror Parent and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required to be performed by it under this Agreement to be performed or complied with by them at or prior to the Closing, including but not limited to obtaining any required governmental consents, permits, regulatory approvals, waivers, and making any required filings or completing any required registrations with governmental authorities; (c) Acquiror Parent shall have delivered to provided the Company a certificate signed by an officer of Acquiror and an officer of Merger Sub, dated as of with satisfactory evidence that the payments required to be made at the Closing Date, certifying that, pursuant to Article 2 will be made at the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfiedClosing; (d) the Acquiror Closing Cash Amount Company Required Governmental Approvals and the Parent Required Governmental Approvals shall have been obtained, and no such Company Required Governmental Approval or Parent Required Governmental Approval shall have imposed a Burdensome Condition not be less than otherwise agreed to or approved by the Minimum Acquiror Closing Cash AmountCompany; (e) Acquiror the Merger shall have delivered to been approved by the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a)Requisite Shareholders; (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses Parent and any Acquiror Warrant Liabilities) the Escrow Agent shall not exceed $5,000,000have executed the Escrow Agreement and Parent shall have deposited all amounts required by Section 2.5 to be contributed to the Escrow Fund with the Escrow Agent; (g) The Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement Securities shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened by the SEC; (h) The Parent Common Stock to be issued hereunder shall have been approved for listing on Nasdaqthe New York Stock Exchange, subject only to the receipt of customary conditions and official notice of listing from Nasdaq andissuance; (i) since the date of this Agreement, there shall have been no occurrences that, individually or in the aggregate, have had a material adverse effect on the business of Parent taken as a whole or the Parent Common Stock; (j) there shall not be pending any action by a governmental authority seeking to restrain, prohibit or enjoin the consummation of the Merger; (k) the waiting period under the HSR Act, if requested by Nasdaqapplicable, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing dateshall have expired or been terminated; and (hl) no injunction or other order preventing Merger shall have been issued since the Sponsor Support date of this Agreement shall be in full force and effect by any United States federal or state court of competent jurisdiction and shall not remain in effect; and no United States federal or state law that makes the Merger illegal shall have been rescinded by any enacted since the date of the parties theretothis Agreement and shall remain in effect.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause consummate the transactions to be consummated, performed by it in connection with the Merger Closing is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Company), as of the Closing, of the following additional conditions: (ai) each of the representations and warranties of Acquiror and Merger Sub contained set forth in (i) Section 6.12 ss.4 above shall be true and correct in all but de minimis material respects at and as of the Closing and Date; (ii) Article VI (other than Section 6.12) each of the Buyer and the Transaction Subsidiary shall be true have performed and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) complied with all of its covenants hereunder in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to through the Closing; (ciii) Acquiror no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Buyer to own the capital stock of the Surviving Corporation and to control the Surviving Corporation and its Subsidiaries, or (D) affect adversely the right of any of the Surviving Corporation and its Subsidiaries to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) each of the Buyer and the Transaction Subsidiary shall have delivered to the Company a certificate signed by an officer to the effect that each of Acquiror the conditions specified above in ss.7(b)(i)-(iii) is satisfied in all respects; (v) this Agreement and an officer the Plan of Merger Subshall have received the Requisite Shareholder Approval; (vi) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise been terminated xxx xxx Xxxxxxs shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in ss.3(c) and ss.4(c) above; (vii) the Company shall have received from Garry B. Watzke, General Counsel to the Buyer and the Transaction Subsxxxxxx, xx xxxnion in form and substance as set forth in Exhibit J attached hereto, addressed to the Company, and dated as of the Closing Date, certifying that, to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (dviii) the Acquiror Post Closing Cash Amount Escrow Agreement shall not be less than have been executed by the Minimum Acquiror Post Closing Cash AmountEscrow Agent, the Buyer, the Surviving Corporation, and the Representatives on behalf of the Company Shareholders, as agents for and representatives of the Company Shareholders; (eix) Acquiror the Benefit Plan Escrow Agreement shall have delivered to been executed by the Benefit Plan Escrow Agent, the Buyer, the Surviving Corporation and the Representatives, as agents for and representatives of the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a)Shareholders; (fx) Acquiror’s total outstanding Liabilities the Paying Agent Agreement shall have been executed by the Paying Agent, the Buyer, the Surviving Corporation and the Representatives, as agents for and representatives of the Company Shareholders (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilitiesxi) the Surviving Corporation shall not exceed $5,000,000have executed an employment agreement with David L. Sansom substantially in the form of Exhibit H; (gxxx) the Registration Statement Securities Surviving Corporation shall have been approved entered into employment agreements, dated as of the Effective Date with Messrs./Ms. Benjamin, Doughty, Mottern, Xxxxxki, Kengor, Jacobs and the Company's new customer service manager, which employmexx xxreements will provide for listing on Nasdaqemployment for a period of at least one year after the Effective Time (absent good cause for termination), subject only and provide for aggregate compensation, including without limitation, salary, incentive bonuses, and benefits, equal to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing dateaggregate current compensation for each such Person; and (hxiii) all actions to be taken by the Sponsor Support Agreement shall be Buyer and the Transaction Subsidiary in full force and effect and shall not have been rescinded by any connection with consummation of the parties theretotransactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Company. The Company may waive any condition specified in this ss.7(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Company. (a) The obligation of the Company to consummate, or cause to be consummated, consummate the Merger Closing is subject to the satisfaction of the following conditions (or, to the extent permitted by applicable Law, waiver all or any of which may be waived by the Company), as of the Closing, of the following additional conditions:): (ai) each (A) Each Seller shall have performed in all material respects all of such Seller’s covenants, agreements and obligations hereunder required to be performed by such Seller on or prior to the Closing Date and (B) the representations and warranties of Acquiror and Merger Sub each Seller contained in (i) Section 6.12 this Agreement shall be true and correct in all but de minimis material respects at and as of the Closing Date as if made at and as of such date except as expressly stated therein to have been made as of the date of this Agreement. (ii) The stock certificates representing all of the Purchase Shares shall have been delivered to the Company properly endorsed or accompanied by properly signed stock powers in form suitable for transfer to the Company of all right, title and interest in all of the Purchase Shares in accordance with the provisions hereof or, with respect only to those Purchase Shares held of record by Xxxxxxx Xxxxx or Xxxxx Xxxxxxx, all actions shall have been taken and all documents and instruments shall have been delivered, in each case to the Company’s reasonable satisfaction, in order to transfer to the Company all right, title and interest in all of such Purchase Shares. (iii) The Company shall have received at the Closing an opinion dated the Closing Date from Xxxxxx & Whitney LLP, counsel to the Sellers, in substantially the form set forth in Exhibit A hereto. (iv) The purchase of the Purchase Shares by the Company shall be in compliance with Section 302A.551 of the Minnesota Business Corporation Act. (v) No certificate shall have been delivered by or on behalf of any Seller under Article 5 which establishes that the representation and warranties of such Seller contained in this Agreement are untrue in any material respect. (vi) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing or otherwise prohibit the sale of the Purchase Shares (or any of them) pursuant to this Agreement. (b) Notwithstanding any other provision of this Agreement, (i) the Company shall have no obligation to consummate the Closing or otherwise purchase any Purchase Shares if any of the conditions set forth in Section 7.1(a) are not satisfied in full or waived by the Company (regardless of which or how many of the Sellers or the Purchase Shares such unsatisfied or unwaived conditions relate to and whether all conditions set forth in such Section have been satisfied with respect to some, but not all, of the Sellers or the Purchase Shares) and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to the Closing; (c) Acquiror shall have delivered to the Company a certificate signed by an officer of Acquiror and an officer of Merger Sub, dated as of the Closing Date, certifying that, to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (d) the Acquiror Closing Cash Amount shall not be less than obligated to purchase any Purchase Shares from any Seller unless it simultaneously has the Minimum Acquiror Closing Cash Amount; (e) Acquiror shall have delivered right to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing purchase all Purchase Shares from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (h) the Sponsor Support Agreement shall be in full force and effect and shall not have been rescinded by any of the parties theretoall Sellers.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause to be consummated, consummate the Merger Closing is subject to the satisfaction CDA having acquired all of the Disposition Parcels in accordance with this Agreement (orprovided, the failure of the Company to fund acquisitions by XXXX shall not lead to relief under this provision), and all Disposition parcels being vacant and free of leases, tenancies and rights of possession and occupancy. The obligation of the Company to consummate the Closing and Substantially Complete the Xxxxxxxxxx Xxxxx 0 Development by the Phase 1 Construction Completion Date, is subject to the extent permitted by applicable Lawfulfillment of each of the items below, waiver on or before the Closing Date, any one or more of which may be waived by the Company)Company in its sole discretion, as except the Financing Commitment for the construction of the Closing, components of the following additional conditionsGuaranteed Phase 1 Development described in item (o) below: (a) each of the All representations and warranties of Acquiror made by the City and Merger Sub contained City Entities in (i) Section 6.12 this Agreement shall be true and correct in all but de minimis material respects on and as of the Closing Date as if again made by the City and (ii) Article VI (other than Section 6.12) shall be true City Entities on and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier timedate, and the Company shall have received certificates dated the Closing Date and signed by duly authorized representatives of the City and City Entities to that effect; (b) Acquiror The City and Merger Sub City Entities shall have performed or complied with in all material respects all agreements and covenants obligations required under this Agreement to be performed or complied with by them at on or prior before the applicable Closing Date, and the Company shall have received certificates dated the Closing Date and signed by duly authorized representative of the City and City Entities to the Closingthat effect; (c) Acquiror No preliminary or permanent injunction or other order shall have been issued by any court or other governmental or regulatory authority, domestic or foreign, nor shall there be in effect any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, domestic or foreign, that expressly declares this Agreement invalid or unenforceable in any respect or which expressly prohibits the consummation of the transactions contemplated hereby or prevents or materially interferes with the use and development of the Disposition Parcels in accordance with this Agreement, the City Approval and/or the Site Plan Approval; (d) The SEQRA Findings Statement shall have been issued and the Company shall have obtained the Site Plan Approval and the City Approvals, and the SEQRA Findings Statement, Site Plan Approval and City Approvals shall all be final and unappealable; (e) The Vesting Date(s) shall have occurred for all of the Private Parcels being acquired and any necessary court action with respect thereto shall be final and non-appealable; (f) The City and/or NMSDC shall have received the DASNY Grant and NMSDC shall have acquired the Private Parcels on which the Daylighting and Riverwalk shall be constructed; (g) Agreements have been entered into whereby the Retained Units are to be transferred to the YIDA Affiliate; (h) The YIDA and the City Council shall have adopted an appropriate resolution authorizing the issuance of the FTA Bonds and use of Increment Payments for debt service on the FTA Bonds, and the County shall have adopted an appropriate resolution authorizing the use of the County's share of the Increment Payments for debt service on the FTA Bonds or shall have authorized Alternative Funding Satisfactory to the Company; (i) TheProvided that the terms of clause (o) below have been met, the YIDA shall have issued FTA Bonds in an amount sufficient to pay the costs of the Approved FTA Funded Public Improvements and Public Parking Facilities to be constructed as part of Xxxxxxxxxx Xxxxx 0 Development of the Project (or such lesser amount as determined in accordance with Section 2.2(a)(1) of this Agreement); (j) Neither the City nor any City Entity shall be in default under this Agreement beyond any applicable notice and/or grace period; (k) The CDA and the City shall have delivered to the Company a certificate signed by an officer all of Acquiror the items set forth in Section 4.8(a) of this Agreement; (l) The DOT shall have conveyed its interests in the DOT Parcels set forth in Exhibit B to the City; (m) The YIDA Affiliate and an officer Xxxxxx X. Xxxxxx Construction Co. shall have executed the Parking Facilities General Contract; (n) The Company and the YIDA Affiliate shall have entered into Implementation Agreements reasonably satisfactory to the Company with regard to the construction of Merger Subthe Daylighting, dated as of Riverwalk, Replacement Fire Headquarters, Temporary Fire Headquarters, Waterfront Public Improvements and other Public Improvements (including Construction Management Agreements for public works, if applicable); and (o) On or before the Closing Date, certifying that, to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (d) the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount; (e) Acquiror Company shall have delivered to closed on financing under the Financing Commitment for the construction of the components of the Xxxxxxxxxx Xxxxx 0 Development for which the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (h) the Sponsor Support Agreement shall be in full force and effect and shall not have been rescinded by any of the parties theretois financially liable under this Agreement.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause to be consummated, consummate the Merger is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Company), as of the Closing, of the following additional conditions: (ai) each of the representations and warranties of Acquiror and Merger Sub contained set forth in (iss.3(b) Section 6.12 above shall be true and correct in all but de minimis material respects at and as of the Closing and Date; (ii) Article VI (other than Section 6.12) the Buyer shall be true have performed and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) complied with all of its covenants hereunder in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to through the Closing; (ciii) Acquiror no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of the Merger, (B) cause Merger to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect) or (C) adversely affect the rights of the Sellers to own the Buyer Shares; (iv) the Buyer shall have delivered to the Company a certificate signed by to the effect that each of the conditions specified above in ss.7(b)(i)-(iii) is satisfied in all respects; (v) Josexx X. Xxxxxx xxxll have been elected to the Board of Directors of Buyer; (vi) the execution and delivery of employment agreements between the Buyer and Normxx Xxxxx xxx International Periodical Distributors, Inc. and Davix Xxxxxxxx xx form and substance substantially as set forth on Exhibit C; (vii) the Company shall have received from counsel to the Buyer an officer of Acquiror opinion in form and an officer of Merger Subsubstance as set forth in Exhibit E attached hereto, addressed to the Sellers, and dated as of the Closing Date, certifying that, to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (d) the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount; (e) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (hviii) all actions to be taken by the Sponsor Support Agreement shall be Buyer in full force and effect and shall not have been rescinded by any connection with consummation of the parties theretoMerger and all certificates, opinions, instruments, and other documents required to effect the Merger will be reasonably satisfactory in form and substance to the Company. The Company may waive any condition specified in this ss.7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause to consummate the transactions contemplated hereby shall be consummated, the Merger is subject to the satisfaction (or, to the extent permitted by applicable Law, written waiver by the Company), as of Company on or prior to the Closing, Closing Date of the following additional conditionsconditions precedent: (a) each of the The representations and warranties of Acquiror Cirrus and Merger Acquisition Sub contained made in (i) Section 6.12 each of the Transaction Documents to which either or both of them are a party shall be true and correct in all but de minimis material respects (without regard to any materiality qualifications set forth therein) on the date hereof and as of the Closing and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier timeDate; (b) Acquiror Cirrus and Merger Acquisition Sub shall have performed or and complied with in all material respects with all agreements and covenants required under this Agreement by any of the Transaction Documents to be performed or and complied with by them at or prior to the ClosingClosing Date; (c) Acquiror All authorizations, consents, waivers and approvals required from Governmental Authorities in connection with the execution, delivery and performance of the Transaction Documents, including, without limitation, from the Antitrust Authorities, shall have delivered been duly obtained and shall be in form and substance reasonably satisfactory to the Company a certificate signed by an officer of Acquiror and an officer of Merger Sub, dated as of the Closing Date, certifying that, to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfiedCompany; (d) No legal action or proceeding shall have been instituted or threatened seeking to restrain, prohibit, invalidate or otherwise adversely affect the Acquiror Closing Cash Amount shall not be less than consummation of the Minimum Acquiror Closing Cash Amounttransactions contemplated hereby or by the Transaction Documents or which, if adversely decided, could materially adversely affect the operation of the business of Cirrus or the Company; (e) Acquiror No preliminary or permanent injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation of the transactions contemplated by any of the Transaction Documents shall have delivered been issued and remain in effect; and (f) The Company shall have received the opinion of Xxxxxxxx & Xxxxxxxx LLP (or another legal firm acceptable to the Company) to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned on the receipt by such legal firm of Tax Representation Letters reasonably acceptable to such legal firm from each of Cirrus, Acquisition Sub and the Company. Each such Tax Representation Letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. If at any time on or prior to September 1, 2001, the Company evidence has not been advised in writing by its counsel, Xxxxxxxx & Xxxxxxxx LLP, that it is able to satisfy the condition set forth in this Section 8.2(f) then Cirrus may require that the Company seek an opinion from another legal firm reasonably acceptable to the Company that the Acquiror Board Merger will be constituted, immediately after qualify as a reorganization within the Closing, as provided in meaning of Section 8.6(a); (f368(a) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and Code (h"SECOND OPINION"). The Company shall promptly use its best efforts to engage new legal counsel to issue the Second Opinion upon the reasonable request of Cirrus. If the Company is unable to obtain an opinion as described in this Section 8.2(f) the Sponsor Support Agreement shall at or prior to September 28, 2001, then this condition will not be in full force and effect and shall not have been rescinded by any of the parties theretosatisfied.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause to be consummated, consummate the Merger is subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by the Company), as of the Closing, Company of the following additional conditionsconditions at or prior to the Closing Date: (ai) each this Agreement and the Merger shall have received the Requisite Stockholder Approvals; (ii) Acquiror and its Subsidiaries shall have obtained the Required Acquiror Consents, other than those Required Acquiror Consents the failure of which to obtain would not reasonably be expected to have a Acquiror Material Adverse Effect, and the Company and its Subsidiaries shall have obtained the Required Company Consents other than those Required Company Consents the failure of which to obtain would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Acquiror, the Surviving Corporation and their Affiliates taken as a whole; (iii) the representations and warranties of Acquiror and Merger Sub contained set forth in (i) Section 6.12 4 above shall be true and correct in all but de minimis respects as of the Closing and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true at and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to the Closing; (c) Acquiror shall have delivered to the Company a certificate signed by an officer of Acquiror and an officer of Merger Sub, dated as of the Closing Date, certifying that, to the knowledge except for those representations and belief warranties which address matters only as of a particular date (which shall have been true and correct as of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfieddate); (d) the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount; (eiv) Acquiror shall have delivered performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) neither any Order shall be enacted, promulgated, entered, enforced or deemed applicable to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and Merger nor any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities other action shall have been approved for listing on Nasdaq, subject only to taken by any Government Entity (A) which prohibits the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days consummation of the listing datetransactions contemplated by the Merger; and (hB) which prohibits Acquiror's ownership or operation of all or any material portion of their or the Sponsor Support Agreement shall be in full force and effect and shall not have been rescinded by Company's business or assets, or which compels Acquiror to dispose of or hold separate all or any material portion of Acquiror's or the Company's business or assets as a result of the parties thereto.transactions contemplated by the Merger; or (C) which makes the Merger illegal;

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause consummate the transactions to be consummated, performed by it in connection with the Merger Closing is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Company), as of the Closing, of the following additional conditions: (ai) each of the representations and warranties of Acquiror and Merger Sub contained set forth in (i) Section 6.12 4 above, without regard to any materiality or Knowledge qualification set forth therein, shall be true and correct in all but de minimis respects at and as of the Closing Effective Time, except (A) for those representations and warranties which address matters only as of a particular date (which shall have been true and correct as of such date, subject to clause (B)) , and (iiB) Article VI (other than Section 6.12) shall where the failure of such representations and warranties taken together without regard to any materiality or Knowledge qualification set forth therein to be true and correct could reasonably be expected to have a Material Adverse Effect, with the same force and effect as if made on and as of the Effective Time; (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth thereinii) AAC shall have performed and complied with all of its covenants hereunder in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to through the Closing; (ciii) Acquiror there shall not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that Company shall use its reasonable best efforts to have any such judgment, order, decree, stipulation, injunction or charge vacated or reversed; (iv) AAC shall have delivered to the Company a certificate signed by an officer of Acquiror and an officer of Merger Sub, dated as of the Closing Date, certifying that, to the knowledge and belief effect that each of such officers, the conditions specified above in Section 10.3(a6(b)(i)-(iii) and Section 10.3(b) have been satisfiedis satisfied in all respects; (dv) this Agreement and the Acquiror Closing Cash Amount Merger shall not be less than have received the Minimum Acquiror Closing Cash AmountRequisite Stockholder Approval; (e) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (gvi) the Registration Statement Securities shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (h) the Sponsor Support AAC Stockholders Agreement shall be in full force and effect effect; (vii) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall not have expired or otherwise been rescinded by any terminated and the Parties shall have received all other authorizations, consents, and approvals of the parties thereto.Governmental Bodies referred to in Section 3(d) above;

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause to be consummated, consummate the Merger transactions contemplated by this Agreement is further subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Company), as of the Closing, of the following additional conditions: (a) each of the The representations and warranties of Acquiror and Merger Sub contained set forth in (i) Section 6.12 Article III shall be true and correct in all but de minimis respects as of the Closing and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks date of this Agreement and as of an earlier time, in which case such representation or warranty the Effective Date. (b) Buyer shall be true have performed and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) complied with all of their respective covenants hereunder in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to through the Closing;. (c) Acquiror Buyer shall have delivered to the Company a certificate signed by (in form reasonably satisfactory to the Company) of a Vice President of Buyer to the effect that each of the conditions specified in (a) and (b) above is satisfied in all respects. (d) The Company shall have received from counsel to Buyer an officer of Acquiror and an officer of Merger Subopinion, dated as of the Closing Effective Date, certifying that, in form and substance reasonably acceptable to the knowledge and belief of such officersCompany, covering the conditions specified matters set forth in Section 10.3(a) and 3.1 through Section 10.3(b) have been satisfied; (d) the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount;3.4. (e) Acquiror Buyer shall have executed and delivered to Company the Company evidence reasonably acceptable to Escrow Agreement, which agreement shall also have been executed by the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a);Escrow Agent. (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction ExpensesNo Company Shareholder shall have exercised dissenter's rights under Minnesota law, Company Transaction Expenses and any Acquiror Warrant Liabilities) there shall not exceed $5,000,000;be no Dissenting Shares as of the Effective Date. (g) the Registration Statement Securities Buyer shall have been approved for listing on Nasdaqexecuted and delivered an Assumption Agreement, subject only in the form attached hereto as EXHIBIT E pursuant to which Buyer assumes, as of the receipt of official notice of listing from Nasdaq and, if requested by NasdaqClosing, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; andAssumed Liabilities. (h) Buyer shall deliver to the Sponsor Support Agreement shall be in full force and effect Company an amount equal to the Closing Purchase Price and shall not have been rescinded deliver to the Escrow Agent an amount equal to the Escrow Fund. (i) All actions to be taken by any Buyer in connection with consummation of the parties theretotransactions contemplated hereby and all certificates, opinions and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Company. The Company may waive any condition specified in this Section 5.3 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause to be consummated, consummate the Merger is subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by the Company), as of the Closing, Company of the following additional conditionsconditions at or prior to the Closing Date: (ai) each this Agreement and the Merger shall have received the Requisite Stockholder Approvals; (ii) Acquiror and its Subsidiaries shall have obtained the Required Acquiror Consents, other than those Required Acquiror Consents the failure of which to obtain would not reasonably be expected to have a Acquiror Material Adverse Effect, and the Company and its Subsidiaries shall have obtained the Required Company Consents other than those Required Company Consents the failure of which to obtain would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Acquiror, the Surviving Corporation and their Affiliates taken as a whole; (iii) the representations and warranties of Acquiror and Merger Sub contained set forth in (i) Section 6.12 ss.4 above shall be true and correct in all but de minimis material respects at and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (ii) Article VI (other than Section 6.12) which shall be have been true and correct as of such date); (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth thereiniv) Acquiror shall have performed and complied with all of its covenants hereunder in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to through the Closing; (cv) neither any Order shall be enacted, promulgated, entered, enforced or deemed applicable to the Merger nor any other action shall have been taken by any Government Entity (A) which prohibits the consummation of the transactions contemplated by the Merger; (B) which prohibits Acquiror's ownership or operation of all or any material portion of their or the Company's business or assets, or which compels Acquiror to dispose of or hold separate all or any material portion of Acquiror's or the Company's business or assets as a result of the transactions contemplated by the Merger; or (C) which makes the Merger illegal; (vi) Acquiror shall have delivered to the Company a certificate signed by an officer to the effect that each of the conditions specified above in ss.6(b)(i)-(iv) is satisfied in all respects; PROVIDED, HOWEVER, with respect to ss.6(b)(i), Acquiror shall only be required to certify that this Agreement and an officer the Merger received the Requisite Stockholder Approval of Merger Subthe Acquiror Stockholders; (vii) the Company shall have received a written opinion, dated as of the Closing Date, certifying thatfrom Swidler Berlin Shereff Fxxxxxxx LLP, coxxxxx xx the Company, to the knowledge effect that the Merger will be treated for U.S. Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and belief of as to such officersother matters as are customary for transactions such as the Merger, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (d) the that Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount; (e) Acquiror shall have delivered to and the Company evidence reasonably acceptable will each be a party to that reorganization within the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in meaning of Section 8.6(a); (f368(b) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing dateCode; and (h) the Sponsor Support Agreement it being understood that in rendering such opinion, such tax counsel shall be in full force and effect and shall not have been rescinded entitled to rely upon customary representations provided by any of the parties thereto.Parties;

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause consummate the transactions to be consummated, performed by it in connection with the Merger Closing is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Company), as of the Closing, of the following additional conditions: (ai) each of the representations and warranties of Acquiror and Merger Sub contained set forth in (i) Section 6.12 4 above shall be true and correct in all but de minimis material respects at and as of the Closing and Date; (ii) Article VI (other than Section 6.12) Parent and Buyer shall be true have performed and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Parent and the Buyer shall have delivered to the Company and the Stockholder Representatives a certificate to the effect that the conditions specified above in Sections 5(b)(i) to 5(b)(iv) have been satisfied in all respects; (v) the Stockholders shall have received from Powell, Goldstein, Xxxxxx & Xxxxxx LLP, counsel to the Parent and the Buyer an opinion in form and substance as set forth in Exhibit F attached hereto, addressed to the Stockholders, and dated as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier timeDate; (bvi) Acquiror each of the Parent and Merger Sub the Buyer shall have performed or complied delivered to the Company and the Stockholder Representatives a certificate of the Secretary of each of the Parent and the Buyer as to the incumbency of each of their officers, a copy of certificates evidencing the incorporation and good standing of the Parent and the Buyer, a copy of the articles and bylaws of the Parent and the Buyer, and a copy of the resolutions adopted by the board of directors of the Parent and the Buyer with in respect to the transactions contemplated by this Agreement; and (vii) all material respects all agreements and covenants required under this Agreement actions to be performed taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Company. Either the Company or complied with by them the Stockholder Representatives may waive any condition specified in this Section 5(b) if it or he executes a writing so stating at or prior to the Closing; (c) Acquiror shall have delivered to the Company a certificate signed by an officer of Acquiror and an officer of Merger Sub, dated as of the Closing Date, certifying that, to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (d) the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount; (e) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (h) the Sponsor Support Agreement shall be in full force and effect and shall not have been rescinded by any of the parties thereto.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause to be consummated, consummate the Merger is subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by the Company), as of the Closing, Company of the following additional conditionsconditions at or prior to the Closing Date: (ai) each this Agreement and the Merger shall have received the Requisite Stockholder Approvals; (ii) Parent and its Subsidiaries shall have obtained the Required Parent Consents, other than those Required Parent Consents the failure of which to obtain would not reasonably be expected to have a Parent Material Adverse Effect, and the Company and its Subsidiaries shall have obtained the Required Company Consents other than those Required Company Consents the failure of which to obtain would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Parent, the Surviving Corporation and their Affiliates taken as a whole; (iii) the representations and warranties of Acquiror and Merger Sub contained set forth in (i) Section 6.12 ss.4 above shall be true and correct in all but de minimis material respects at and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (ii) Article VI (other than Section 6.12) which shall be have been true and correct as of such date); (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth thereiniv) each of Parent and the Parent Subsidiary shall have performed and complied with all of its covenants hereunder in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to through the Closing; (cv) Acquiror neither any Order shall be enacted, promulgated, entered, enforced or deemed applicable to the Merger nor any other action shall have been taken by any Government Entity (A) which prohibits the consummation of the transactions contemplated by the Merger; (B) which prohibits Parent's or the Parent Subsidiary's ownership or operation of all or any material portion of their or the Company's business or assets, or which compels Parent or the Parent Subsidiary to dispose of or hold separate all or any material portion of Parent's or the Parent Subsidiary's or the Company's business or assets as a result of the transactions contemplated by the Merger; or (C) which makes the purchase of, or payment for, some or all of the Company Shares illegal; (vi) each of Parent and the Parent Subsidiary shall have delivered to the Company a certificate signed by an officer to the effect that each of Acquiror the conditions specified above in ss.6(b)(i)-(iv) is satisfied in all respects; provided, however, with respect to ss.6(b)(i), each of Parent and an officer the Parent Subsidiary shall only be required to certify that this Agreement and the Merger received the Requisite Stockholder Approval of Merger Subthe Parent Stockholders; (vii) The Company shall have received a written opinion, dated as of the Closing Date, certifying thatfrom Cravath, Swaine & Moore, counsel to the Company, to the knowledge effect that the Merger will be treated for U.S. Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and belief that Parent, Parent Subsidiary and the Company will each be a party to that reorganization within the meaning of Section 368(b) of the Code; it being understood that in rendering such officersopinion, such tax counsel shall be entitled to rely upon customary representations provided by the conditions specified Parties substantially in Section 10.3(a) the form of Exhibits D and Section 10.3(b) have been satisfiedE; (dviii) all applicable waiting periods (and any extensions thereof) under the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash AmountHart-Scott-Rodino Act shaxx xxxx xxxxxxx or otherwise been terminated; (e) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (gix) the Registration Statement Securities Parent Shares to be issued in connection with the Merger shall have been approved upon official notice of issuance for listing quotation on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days of the listing dateissuance; and (h) the Sponsor Support Agreement shall be in full force and effect and shall not have been rescinded by any of the parties thereto.

Conditions to Obligation of the Company. (a) The obligation of the Company to consummate, or cause consummate the transactions to be consummated, performed by it in connection with the Merger Closing is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Company), as of the Closing, of the following additional conditions: (ai) each of the representations and warranties of Acquiror the Purchaser set forth in Article 6 of the Master Transactions Agreement that are qualified as to materiality shall be true and Merger Sub contained in (i) Section 6.12 correct, and those that are not so qualified shall be true and correct in all but de minimis respects material respects, in each case, as of the Closing Date as though made on and (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing as though then madeDate (provided that, except to the extent that any such representation or warranty expressly speaks as of an earlier timea specified date, in which case such representation or warranty shall it need only be true and correct as of such specified date); (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth thereinii) the Purchaser Parties shall have performed and complied in all material respects as of such earlier time; (b) Acquiror with all covenants and Merger Sub shall have performed or complied with in all material respects all agreements and covenants obligations required under by this Agreement to be performed or complied with by them at or prior to the Closing; (ciii) Acquiror this Agreement and the Master Transactions Agreement and the transactions contemplated hereby and thereby, including the Merger, shall have been adopted and approved by the Shareholders at the Shareholders’ Meeting or by written consent, in either case in accordance with the requirements of the Company’s articles of incorporation and bylaws and applicable Law; provided, however, that the Company shall have complied with its obligations under Article 5; (iv) no court of competent jurisdiction in the United States or any other Governmental Entity, based otherwise than on any applicable antitrust Law, (A) shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or the Master Transactions Agreement, which Order or other action shall have become final and non-appealable or (B) shall have failed to issue an Order or to take any other action necessary to fulfill the conditions to the Closing, and which denial of a request to issue such Order or take such other action shall have become final and non-appealable; (v) the Purchaser Parties shall have delivered to the Company a certificate signed executed on the Purchaser Parties’ behalf by an a duly authorized executive officer of Acquiror the Purchaser and an officer of Merger Sub, dated as of the Closing Date, certifying that, to the knowledge and belief that each of such officers, the conditions specified above in Section 10.3(aSections 6.2(a)(i), (ii) and Section 10.3(b(iv) have been is satisfied; (dvi) all applicable waiting periods (and any extensions thereof) under the Acquiror Closing Cash Amount Xxxx-Xxxxx-Xxxxxx Act shall not be less than the Minimum Acquiror Closing Cash Amounthave expired or otherwise been terminated; (evii) Acquiror the Parties shall have delivered received all other authorizations, consents, and approvals of Governmental Entities referred to in Section 3.4 of the Master Transactions Agreement and Section 3.4 of the Company evidence Disclosure Letter, other than those the failure of which to obtain would not reasonably acceptable be expected to have, individually or in the Company that the Acquiror Board will be constitutedaggregate, immediately after the Closing, as provided in Section 8.6(a)a Material Adverse Effect; (fviii) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) the closing of the transactions contemplated by the Contribution Agreement shall not exceed $5,000,000have occurred; (gix) the Registration Statement Securities Master Transactions Agreement shall have been approved for listing on Nasdaq, subject only to executed by the receipt of official notice of listing from Nasdaq and, if requested by NasdaqOperations Purchaser, the delivery of evidence that Acquiror complied with Company and the minimum round lot shareholder requirement within 15 calendar days of the listing date; and (h) the Sponsor Support Agreement shall be in full force and effect Purchaser and shall not have been rescinded terminated; and (x) all actions to be taken by any the Purchaser Parties in connection with consummation of the parties theretotransactions contemplated by this Agreement and the Master Transactions Agreement, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated by this Agreement and the Master Transactions Agreement, shall have been reasonably satisfactory in form and substance to the Company. (b) The Company may waive any condition specified in this Section 6.2.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause to be consummated, consummate the Merger is subject to the satisfaction (or, to the extent permitted by applicable Law, or waiver by the Company), as of the Closing, Company of the following additional conditionsconditions at or prior to the Closing Date: (ai) each this Agreement and the Merger shall have received the Requisite Stockholder Approvals; (ii) Acquiror and its Subsidiaries shall have obtained the Required Acquiror Consents, other than those Required Acquiror Consents the failure of which to obtain would not reasonably be expected to have a Acquiror Material Adverse Effect, and the Company and its Subsidiaries shall have obtained the Required Company Consents other than those Required Company Consents the failure of which to obtain would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Acquiror, the Surviving Corporation and their Affiliates taken as a whole; (iii) the representations and warranties of Acquiror and Merger Sub contained set forth in (i) Section 6.12 ss.4 above shall be true and correct in all but de minimis material respects at and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (ii) Article VI (other than Section 6.12) which shall be have been true and correct as of such date); (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth thereiniv) Acquiror shall have performed and complied with all of its covenants hereunder in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to through the Closing; (cv) neither any Order shall be enacted, promulgated, entered, enforced or deemed applicable to the Merger nor any other action shall have been taken by any Government Entity (A) which prohibits the consummation of the transactions contemplated by the Merger; (B) which prohibits Acquiror's ownership or operation of all or any material portion of their or the Company's business or assets, or which compels Acquiror to dispose of or hold separate all or any material portion of Acquiror's or the Company's business or assets as a result of the transactions contemplated by the Merger; or (C) which makes the Merger illegal; (vi) Acquiror shall have delivered to the Company a certificate signed by an officer to the effect that each of the conditions specified above in ss.6(b)(i)-(iv) is satisfied in all respects; PROVIDED, HOWEVEr, with respect to ss.6(b)(i), Acquiror shall only be required to certify that this Agreement and an officer the Merger received the Requisite Stockholder Approval of Merger Subthe Acquiror Stockholders; (vii) the Company shall have received a written opinion, dated as of the Closing Date, certifying thatfrom Xxxxxxx Berlin Shereff Xxxxxxxx LLP, counsel to the Company, to the knowledge effect that the Merger will be treated for U.S. Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and belief as to such other matters as are customary for transactions such as the Merger, and that Acquiror and the Company will each be a party to that reorganization within the meaning of Section 368(b) of the Code; it being understood that in rendering such officersopinion, such tax counsel shall be entitled to rely upon customary representations provided by the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfiedParties; (dviii) the Acquiror Closing Cash Amount Shares to be issued in connection with the Merger shall not be less than the Minimum Acquiror Closing Cash Amounthave been approved upon official notice of issuance for quotation on Nasdaq, subject to official notice of issuance; (e) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (gix) the Registration Statement Securities shall have been approved for listing on Nasdaqdeclared effective by the SEC under the Securities Act, subject only to no stop order suspending the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days effectiveness of the listing dateRegistration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened by the SEC; and (h) the Sponsor Support Agreement shall be in full force and effect and shall not have been rescinded by any of the parties thereto.

Conditions to Obligation of the Company. The obligation of the Company to consummate, or cause consummate the transactions to be consummated, performed by it in connection with the Merger Closing is subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Company), as of the Closing, of the following additional conditions: (ai) each of the representations and warranties of Acquiror and Merger Sub contained set forth in (i) Section 6.12 S)4 above which are not qualified by materiality shall be true and correct in all but de minimis material respects as of and the Closing representations and warranties set forth in (iiS) Article VI (other than Section 6.12) 4 above which are so qualified shall be true and correct correct, in each case, at and as of the date hereof and the Closing Date; (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth thereinii) each of the Buyer and the Transitory Subsidiary shall have performed and complied with all of its covenants hereunder in all material respects as of the Closing as though then made, except to the extent that any such representation or warranty expressly speaks as of an earlier time, in which case such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed or complied with in all material respects all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to through the Closing; (ciii) Acquiror there shall not be any judgment, order, decree, legislation, stipulation or injunction pending, threatened or in effect which would prevent or materially hinder consummation of any of the transactions contemplated by this Agreement, the P City Agreement and the other agreements contemplated hereby; (iv) the Buyer and the Transitory Subsidiary shall have delivered to the Company a certificate to the effect that each of the conditions specified above in (S) 9(b)(i)-(iii) is satisfied, signed by an the President or a Vice President and the chief financial officer of Acquiror the general partner of the Buyer on behalf of the Buyer and the Transitory Subsidiary; (v) this Agreement and the Merger shall have received the Requisite Stockholder Approval; (vi) the Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in (S) 3(f) and (S) 4(d) above; (vii) the Company, PCI and the Schedule I Stockholders shall have received from counsel to the Buyer and the Transitory Subsidiary an officer of Merger Subopinion in form and substance reasonably acceptable to them relating to the transactions described herein and in the agreements contemplated hereby, addressed to the Company, PCI and the Schedule I Stockholders, and dated as of the Closing Date, certifying that, to the knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (dviii) the Acquiror Closing Cash Amount Revolving Credit Proceeds and the Park City Proceeds shall not be less than have been applied to discharge the Minimum Acquiror Closing Cash AmountCompany's obligations under the Revolving Credit Agreements and the Park City Center mortgage indebtedness; (eix) Acquiror shall have delivered to new trustees of the Company evidence reasonably acceptable to Trust designated by the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); (f) Acquiror’s total outstanding Liabilities (excluding Acquiror Transaction Expenses, Company Transaction Expenses and any Acquiror Warrant Liabilities) shall not exceed $5,000,000; (g) the Registration Statement Securities Buyer shall have been approved for listing on Nasdaq, subject only to the receipt of official notice of listing from Nasdaq and, if requested by Nasdaq, the delivery of evidence that Acquiror complied with the minimum round lot shareholder requirement within 15 calendar days appointed as of the listing dateEffective Time; and (hx) all actions to be taken by the Sponsor Support Agreement shall be Buyer and the Transitory Subsidiary in full force and effect and shall not have been rescinded by any connection with the consummation of the parties theretotransactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby will, in all reasonable respects, be satisfactory in form and substance to the Company. The Company may waive, in its sole and absolute discretion, any condition specified in this (S) 9(b) if it executes a writing so stating at or prior to the Closing.