Common use of Conditions to Obligations of Parent and Merger Sub Clause in Contracts

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent): (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing. (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are transactions contemplated by this Agreement shall be further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect Sections 4.2, 4.5(a), 4.21 and 4.24 shall be true and correct, correct in each case at and all material respects as of the date of this Agreement and at and as of the Closing Date as if though made at on and as of such time date (other than unless any such representations and warranties that by their terms address matters representation or warranty is made only at and as of another specified timea specific date, in which case shall be true and correct only at and as of event such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case representation or warranty shall be true and correct in all material respects only at and as of such time), specific date) and (iiiii) the other representations and warranties of the Company set forth in this Agreement (disregarding all qualifications and exceptions contained in Section 4.10(btherein regarding materiality or a Material Adverse Effect) shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as if though made at on and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time)date, except, in the case of this clause (ivii), as contemplated by this Agreement or where the failure of any such representations and warranties representation or warranty to be so true and correct has not had and would not reasonably have a Material Adverse Effect (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be expected true and correct only as of such specific date, except as contemplated by this Agreement or where the failure of any such representation or warranty to have, individually or in the aggregate, be so true and correct would not have a Company Material Adverse Effect.); (b) The Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing.Closing Date; and (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 7.2(a) and Section 9.02(b(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to consummate effect the Merger are also subject to the satisfaction, satisfaction or waiver by Parent at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or Company Material Adverse Effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of the Company contained in Section 4.01, Section 4.02(a), Section 4.04, Section 4.05, Section 4.26, Section 4.27 and Section 4.28 shall be true and correct in all respects as of the date of this Agreement and at and as of the Closing as if though made at and as of such time (other than any such representations and warranties that by their terms address matters only at and or, if made as of another specified timea specific date, in which case shall be true and correct only at and as of such timedate), . (iib) the representations and warranties of the The Company contained in Section 4.05(a)(i) shall be true and correct have performed in all material respects, respects all obligations and agreements contained in each case at and as of this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement and at and as Agreement, there shall not have been any event, occurrence, condition, change, development, state of the Closing as if made at and as of such time (other than any such representations and warranties facts or circumstance that by their terms address matters only at and as of another specified timehas had, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing. (cd) Parent and Merger Sub shall have received a certificate of the Company, dated as of the Closing and Date, signed by an the chief executive officer and chief financial officer of the Company certifying that each to evidence satisfaction of the conditions set forth in Section 9.02(a7.02(a), (b) and (c). (e) Parent shall have received an opinion from Xxxxx Day, or if Xxxxx Day is unable or unwilling to deliver such opinion, from Xxxxxx & Xxxxxxx LLP, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 9.02(b368(a) have been satisfiedof the Code (the “Parent Tax Opinion”). In rendering such opinion, Xxxxx Day or Xxxxxx & Xxxxxxx LLP, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are are, in addition to the conditions set forth in Section 6.1 (Conditions to the Obligations of Each Party), further subject to the satisfaction, satisfaction or (to the extent not prohibited by Law) waiver by Parent at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The each of the representations and warranties of the Company contained in this Agreement that are qualified by Agreement, without giving effect to any materiality or “Company Material Adverse Effect Effect” qualifications therein, shall be true and correct, in each case at and as of the date of this Agreement and at correct both when made and as of the Closing Date, as if made at and as of such time (other than any except to the extent such representations and warranties that by their terms address matters only at and are expressly made as of another specified timea specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct only at and as of such time)would not have a Company Material Adverse Effect; provided, (ii) however, that the representations and warranties of the Company contained in (i) Section 4.05(a)(i3.1(a) (Organization and Qualification; Subsidiaries), Section 3.3(a) (Authority Relative to Agreement), Section 3.19 (Vote Required), Section 3.20 (Brokers), and Section 3.21 (Opinion of Financial Advisor) shall be true and correct in all material respects, in each case at and as of the date of this Agreement both when made and at and as of the Closing Date, as if made at and as of such time (other than any except to the extent such representations and warranties that by their terms address matters only at and are expressly made as of another specified timea specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), (ii) Section 3.2(a) and Section 3.2(b) (with respect to the Company only) shall be true and correct in all material respects only at and (except for such inaccuracies as of such time), (iiiare de minimis in the aggregate) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement both when made and at and as of the Closing as if made at and as of such timeDate, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any except to the extent such representations and warranties that by their terms address matters only are expressly made as of another specified timea specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), and (iii) Section 3.3(b) (Authority Relative to Agreement) and the second sentence of Section 3.9 (Absence of Certain Changes or Events) shall be true and correct (disregarding in all materiality qualifications contained therein, other than any such qualifications with respect to a list) only respects both when made and at and as of the Closing Date as if made at and as of such time), except, in time (except to the case of this clause (iv), where the failure of extent such representations and warranties to are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct has as of such specific date only); (b) the Company shall have performed and complied, as applicable, in all material respects with its obligations, covenants and agreements required under this Agreement to be performed or complied with on or prior to the Closing Date; (c) since the date hereof, there shall not had and would not reasonably be expected to have, individually or in the aggregate, have been a Company Material Adverse Effect.; and (bd) The the Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing. (c) Parent and Merger Sub shall have received delivered a certificate to Parent, dated as of the Closing Date and signed duly executed by an a senior executive officer (or similar authorized person) of the Company Company, certifying to the effect that each of the conditions set forth in Section 9.02(aSections 6.2(a), 6.2(b) and Section 9.02(b6.2(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate effect the Merger are is further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Closing of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) Except as a result of action expressly permitted under this Agreement or expressly consented to in writing by Parent pursuant to Section 5.1, (i) The the representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(iSections 3.1, 3.2, 3.3, 3.19 and 3.20) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at both when made and as of the Closing Date, as if made at and as of such time (other than any except to the extent such representations and warranties that by their terms address matters only at and are expressly made as of another specified timea certain date, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding in all materiality qualifications contained thereinrespects, other than any such qualifications with respect to a list) only at and as of such timedate), except, in the case of this clause (iv), except where the failure of such representations and warranties to be so true and correct has (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not had have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, and (ii) the representations and warranties of the Company contained in Sections 3.1, 3.2, 3.3, 3.19 and 3.20 shall be true in all respects both when made and as of the Closing Date, as if made as of such time (except to the extent such representations and warranties are expressly made as of a certain date, in which case such representations and warranties shall be true in all respects, as of such date). (b) The Company shall have performed performed, or complied with, in all material respects respects, all of its covenants and obligations hereunder required to be performed or complied with by it under this Agreement at or prior to the ClosingClosing Date. (c) No Material Adverse Change of the Company shall have occurred since the date of this Agreement and be continuing. (d) Parent and Merger Sub shall have received a an officer’s certificate dated as duly executed by each of the Closing Chief Executive Officer and signed by an executive officer Chief Financial Officer of the Company certifying to the effect that each of the conditions set forth in Section 9.02(aSections 7.2(a), (b) and Section 9.02(b(c) have been satisfied. (e) Parent shall have received an opinion of Xxxxxx & Xxxxxxx LLP, counsel to Parent, or such other Tax counsel reasonably satisfactory to the Company, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, to the effect that the Merger to the effect that the Merger should qualify for the Intended Tax Treatment. In rendering such opinion, such counsel may require and shall be entitled to rely upon reasonable and customary representations and covenants, including those contained in representation letters signed by officers of Parent, the Company and Merger Sub. The opinion condition referred to in this Section 7.2(e) shall not be waivable after receipt of the Company Shareholder Approval unless further shareholder approval by the Company shareholders is obtained with appropriate disclosure. (f) Indebtedness of the Company in favor of Cyrus outstanding immediately prior to the Effective Time debt shall be assigned to or assumed by Parent as of the Effective Time in accordance with the terms of Section 6.19.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are subject to the satisfaction, at satisfaction or prior to the Closing, waiver of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):additional conditions: (a) (i) The representations and warranties of the Company contained (i) set forth in this Agreement that are qualified by Company Material Adverse Effect Section 4.2(a) and Section 4.2(b) (Capitalization) shall be true and correct, in each case at and subject only to de minimis exceptions, as of the date of this Agreement and at and as of the Closing as if though made at as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such timeearlier date), (ii) set forth in the representations first sentence of Section 4.1(a) (Organization), Section 4.2(c) and warranties Section 4.2(d) (Capitalization), Section 4.3 (Authority), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the Company contained in Section 4.05(a)(i“Fundamental Representations”) shall be true and correct in all material respects, in each case at and respects as of the date of this Agreement and at and as of the Closing as if though made at and as of such time the Closing (other than any except to the extent such representations and warranties that by their terms address matters only at and as of another specified timeexpressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects only at on and as of such timeearlier date), (iii) the representations and warranties of the Company contained set forth in Section 4.10(b4.8(b) (Absence of Certain Changes) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if though made at and as of such time, the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) all other representations and warranties of the Company contained set forth in this Agreement Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all materiality qualifications contained or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein, other than any such qualifications with respect to a list), in each case at and ) as of the date of this Agreement and at and as of the Closing as if though made at and as of such time the Closing (other than any except to the extent such representations and warranties that by their terms address matters only as of another specified timeexpressly relate to an earlier date, in which case such representations and warranties shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at on and as of such timeearlier date), except, in the case of this clause (iv), where the failure of such representations and warranties failures to be so true and correct has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.; (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at under the Agreement on or prior to the Closing.; (c) Parent and Merger Sub The number of Dissenting Shares shall represent less than 20% of the shares of Company Common Stock outstanding immediately prior to the Closing; (d) [Reserved] (e) The Company shall have received delivered to Parent a certificate dated as of the Closing and certificate, signed by an executive officer of the Company certifying that each Company, confirming the satisfaction of the conditions set forth in Section 9.02(aclauses (a) and (b) of this Section 9.02(b7.2; and (f) Since the date of the Agreement a Company Material Adverse Effect shall not have been satisfiedoccurred and be continuing.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are further subject to the satisfactionsatisfaction or (to the extent permitted by Law) waiver by Parent, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):additional conditions: (a) (i) The the representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect Section 4.11(a)(ii shall be true and correct, correct in each case at and as of the date of this Agreement and at and all respects as of the Closing Date as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time)the Closing Date, (ii) the representations and warranties of the Company contained in the first sentence of Section 4.05(a)(i4.1, Section 4.2(a), Section 4.4(a), the first sentence of Section 4.4(b) and Section 4.22 of this Agreement shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and (except for de minimis exceptions) as of the Closing Date as if made at and as of such time the Closing Date (other than except to the extent any such representations representation and warranties that warranty by their its terms address addresses matters only at and as of another specified time, in which case shall such representation and warranty will be true and correct in all material respects only at and (except for de minimis exceptions) as of such other time), and (iii) the representations and warranties all of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of such time the Closing Date (other than except (1) to the extent any such representations representation and warranties that warranty by their its terms address addresses matters only as of another specified time, in which case shall such representation and warranty will be true and correct (disregarding in all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and material respects as of such time), except, in the case of this clause other time or (iv), 2) where the failure of any or all of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, aggregate have a Company Material Adverse Effect.); (b) The all required filings shall have been made and all required approvals shall have been obtained (or waiting periods expired or terminated) under any Antitrust Laws that are applicable to the Transactions; (c) all of the Specified Approvals shall have been obtained in form and substance reasonably satisfactory to Parent, on or prior to, and shall be in full force and effect on, the Closing Date; (d) the Company shall have performed and complied with in all material respects all with each of its the covenants and obligations hereunder required to be performed by it at under this Agreement on or prior to the Closing.Closing Date; (ce) Parent and Merger Sub from the date hereof through the Closing Date, there shall not have occurred a Company Material Adverse Effect; and (f) the Company shall have received a certificate dated delivered to Parent, as of the Closing and signed Date, a certificate, dated as of such date, executed by an executive officer of the Company certifying to the effect that each of the conditions set forth in Section 9.02(aclauses (a ), (d ) and (e ) of this Section 9.02(b) 9.3 have been satisfied, and certifying as to the aggregate outstanding Indebtedness of the Company and its Subsidiaries comprising the total long-term debt (as such term is used in the Company Balance Sheet) as of the Closing Date.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained set forth in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at both when made and as of the Closing as if made at and as of such time Date (other than unless any such representations and warranties that by their terms address matters representation or warranty is made only as of another specified timea specific date, in which case event such representation and warranty shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), specific date) except where the failure of any such representations and warranties to be so true and correct (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein), in the aggregate, has not had had, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.; provided that, the representations and warranties of the Company set forth in (x) Sections 3.3, 3.4 and 3.15 shall be true and correct in all material respects and (y) Section 3.9(a) shall be true and correct without disregarding the Material Adverse Effect qualification set forth in such Section 3.9(a); (b) The the Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed performed, or complied with, by it under this Agreement at or prior to the Closing.Effective Time; and (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 7.2(a) and Section 9.02(b(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to consummate effect the Merger are also subject to the satisfaction, satisfaction or waiver by Parent at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as if to materiality or Company Material Adverse Effect), as though made at and as of such time (other than any such representations and warranties that by their terms address matters only or, if made as of another specified timea specific date, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timedate), except, in the case of this clause (iv), where the failure of except for such representations and warranties failures to be so true and correct as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided that notwithstanding the foregoing, (i) the representations and warranties of the Company contained in Section 2.07, Section 4.01, Section 4.02, Section 4.05, Section 4.10(b), Section 4.23, Section 4.25 and Section 4.26 shall be true and correct as of the date of this Agreement and at and as of the Closing (except in the case of Section 4.10(b), without regard to any qualifications therein as to materiality or Company Material Adverse Effect) as though made at and as of such time (or, if made as of a specific date, at and as of such date), in all material respects, and (ii) the representations and warranties of the Company contained in Section 4.04 shall be true and correct (other than de minimus inaccuracies) as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific time, at and as of such date). (b) The Company shall have performed in all material respects all of its covenants obligations and obligations hereunder required agreements contained in this Agreement to be performed or complied with by it at or prior to or on the ClosingClosing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Parent and Merger Sub shall have received a certificate of the Company, dated as of the Closing and Date, signed by an the chief executive officer and chief financial officer of the Company certifying that each to evidence satisfaction of the conditions set forth in Section 9.02(a7.02(a), (b) and Section 9.02(b) have been satisfied(c).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The other than the Fundamental Representations and the representations and warranties set forth in Section 3.22 (Tax Matters), the representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, correct in each all respects (in the case at of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only at and as of another a specified timedate, in the accuracy of which case shall be true and correct only at and determined as of such timethat specified date in all respects), and (ii) the Fundamental Representations and the representations and warranties of the Company contained set forth in Section 4.05(a)(i3.22 (Tax Matters) shall be true and correct in all material respects, in each case at respects on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another a specified timedate, in the accuracy of which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and determined as of such timethat specified date in all respects); (b) the Company shall have duly performed and complied in all material respects with all agreements, exceptcovenants and conditions required by this Agreement; (c) no Action shall have been commenced against Parent, Merger Sub or the Company that would prevent the Closing, and no injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby; (d) all approvals, consents and waivers that are listed on Section 3.3(c) of the case of this clause Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing; (iv)e) there shall not have occurred any Material Adverse Effect, where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to havenor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Company Material Adverse Effect.; (bf) The the Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing. (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that delivered each of the conditions closing deliverables set forth in Section 9.02(a2.3(a); and (g) and Persons holding no more than five percent (5%) of the outstanding Shares as of immediately prior to the Effective Time, in the aggregate, shall have exercised, or remain entitled to exercise, statutory appraisal rights pursuant to Section 9.02(b) have been satisfied262 of the DGCL with respect to such Shares.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are subject to the satisfaction, at or waiver (if permissible under applicable Law) by Parent, on or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):additional conditions: (a) (i) The each of the representations and warranties of the Company contained set forth in this Agreement that are qualified by Company (other than in the first sentence of Section 4.1, Section 4.3(a), the first sentence of Section 4.3(b), the first sentence of Section 4.3(c), Section 4.4, Section 4.5(a)(i), Section 4.6, Section 4.10(b) and Section 4.25) in each case made as if none of such representations and warranties contained any qualifications or limitations as to “materiality,” “Material Adverse Effect shall Effect” or similar qualification, must be true and correct, in each case at and correct as of the date of this Agreement and at and as of the Closing as if though made at on and as of such time (other than except to the extent that any such representations and warranties that by their terms address matters only at and expressly speak as of another specified timedate, in which case shall such representations and warranties will be true and correct only at and as of such timeother date), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), except where the failure of such representations and warranties to be so true and correct has as so made had not had and would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; provided that notwithstanding the foregoing, (i) each of the representations and warranties of the Company set forth in the first sentence of Section 4.1, Section 4.4, Section 4.5(a)(i), Section 4.6 and Section 4.25, in each case made as if none of such representations and warranties contained any qualifications or limitations as to “materiality,” “Material Adverse Effect” or similar qualification, must be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made on and as of such time (except to the extent that any such representations and warranties expressly speak as of another date, in which case such representations and warranties must be true and correct in all material respects as of such other date), (ii) each of the representations and warranties of the Company set forth in Section 4.3(a), the first sentence of Section 4.3(b) and the first sentence of Section 4.3(c) must be true and correct in all respects (in each case, other than de minimis breaches) as of the date of this Agreement and as of the Closing as though made on and as of such time (except to the extent that any such representations and warranties expressly speak as of another date, in which case such representations and warranties will be true and correct as of such other date) and (iii) the representation and warranty of the Company set forth in Section 4.10(b) must be true and correct in all respects as of the date of this Agreement and as of the Closing as though made on and as of such time. Parent must have received a certificate of the chief executive officer or the chief financial officer of the Company to such effect; and (b) The the Company shall must have performed or complied in all material respects with all of its covenants and obligations hereunder agreements required to be performed by it under this Agreement at or prior to the Closing. (c) , and Parent and Merger Sub shall must have received a certificate dated as of the Closing and signed by an chief executive officer or the chief financial officer of the Company certifying that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfiedto such effect.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other Other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company FSH contained in Section 4.05(a)(i) 3.01, Section 3.02(a), Section 3.04, Section 3.06 and Section 3.28, the representations and warranties of FSH contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects, respects (in each the case at of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only at and as of another a specified timedate, the accuracy of which shall be determined as of that specified date in which case all respects). The representations and warranties of FSH contained in Section 3.01, Section 3.02(a), Section 3.04, Section 3.06 and Section 3.28 shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time, and date (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such except those representations and warranties that by their terms address matters only as of another a specified timedate, in the accuracy of which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and determined as of such timethat specified date in all respects), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Each Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, each Company shall have performed such agreements, covenants and conditions, as so qualified, in all material respects respects. (c) Each of the Companies’ Insurance Licenses shall be in full force and effect, with no adverse change in the status thereof as compared to the date of this Agreement, and the Companies shall be authorized to transact business in the lines and states indicated on Section 7.02(c) of the Disclosure Schedules. (d) All Insurance Approvals (including approval of the Hawaii Insurance Division and any requisite or requested approval or consent of the Louisiana Department of Insurance) shall have been received without any limitations, restrictions or conditions, and otherwise on terms, satisfactory to Parent, and shall be consistent with this Agreement and all Ancillary Agreements, as with the Form A application filed with the Hawaii Insurance Division and Parent’s proposed management of, and business plans for, FSIC submitted in support of its covenants any such application. (e) No Action shall have been commenced against Parent, Merger Sub or any Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and obligations hereunder required be in effect, which restrains or prohibits any transaction contemplated hereby. (f) All approvals, consents and waivers that are listed on Section 3.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to be performed by it Parent at or prior to the Closing. (cg) Parent and Merger Sub From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (h) FSH shall have obtained releases of all Encumbrances, guarantees, mortgages and deeds of trusts securing any Company’s or any of their Affiliates’ Indebtedness for borrowed money and encumbering the assets of any Company and any guarantees given by any Company with respect to any Company’s or any of their Affiliates’ Indebtedness for borrowed money. (i) All approvals and consents required to be obtained under the Hawaii Lease in connection with the transactions contemplated by this Agreement (including the Merger) shall have been received a certificate dated as of on commercially reasonable terms and on terms acceptable to Parent (in Parent’s sole discretion), and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing and signed by an executive officer of the Company certifying that Closing. (j) FSH shall have delivered each of the conditions closing deliverables set forth in Section 9.02(a) and Section 9.02(b) have been satisfied2.03(a).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are also subject to the satisfaction, satisfaction or waiver (in writing) by Parent at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):additional conditions: (a) (i) The representations and warranties of the Company contained set forth in this Agreement Article III that are qualified by Company a “Material Adverse Effect Effect” qualification (including the entirety of Sections 3.1(a) (other than the first sentence), 3.3(b), 3.3(c) and 3.10(b)) shall be true and correctcorrect in all respects as so qualified at and as of the Closing Date as though made at and as of the Closing Date, (ii) other than Section 3.1(a) (first sentence only) and Sections 3.2(a), 3.3(c)(ii), 3.10(b), 3.18 and 3.19, the representations and warranties of the Company set forth in each case Article III that are not qualified by a “Material Adverse Effect” qualification shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date as if though made at and as of the Closing Date, except where such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall failures to be so true and correct only at and as of such time)would not, individually or in the aggregate, have a Material Adverse Effect, (iiiii) the representations and warranties of the Company contained set forth in Section 4.05(a)(i3.2(a) shall be true and correct in all material respects, in each case both at and as of the date of this Agreement and at and as of the Closing Date as if though made at and as of such time the Closing Date, except for any de minimis inaccuracies, (other than any such iv) the representations and warranties that by their terms address matters only at of the Company set forth in Section 3.1(a) (first sentence only) and as of another specified timeSections 3.3(c)(ii), in which case 3.18 and 3.19 shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date as if though made at and as of such time, the Closing Date and (ivv) all other the representations and warranties of the Company contained set forth in this Agreement Section 3.10(b) shall be true and correct (disregarding in all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case respects both at and as of the date of this Agreement and at and as of the Closing Date as if though made at and as of such time (other than any such the Closing Date; provided, however, that representations and warranties that by their terms address matters only are made as of another specified time, in which case a particular date or period shall be true and correct (disregarding all materiality qualifications contained thereinin the manner set forth in clauses (i), other than any such qualifications with respect to a list(ii), (iii), (iv) and (v), as applicable) only at and as of such time), except, date or period. Parent shall have received at the Closing a certificate signed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer of the Company to the effect that the conditions set forth in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectSection 6.2(a) have been satisfied. (b) The Company shall have performed and complied in all material respects with all of its covenants and obligations hereunder required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) Closing Date. Parent and Merger Sub shall have received at the Closing a certificate dated as of the Closing and signed by an executive officer on behalf of the Company certifying by the Chief Executive Officer or Chief Financial Officer of the Company to the effect that each of the conditions set forth in this Section 9.02(a) and Section 9.02(b6.2(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate effect the Merger are is further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Closing of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) Except as a result of action expressly permitted or expressly consented to in writing by Parent pursuant to Section 5.1, (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company Andrew contained in Section 4.05(a)(ithis Agreement (other than the representations and warranties of Andrew contained in Sections 4.2, 4.3(a), 4.3(b), 4.3(c), 4.13 and 4.15) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at both when made and as of the Closing Date, as if made at and as of such time (other than any except to the extent such representations and warranties that by their terms address matters only at and are expressly made as of another specified timea certain date, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding in all materiality qualifications contained thereinrespects, other than any such qualifications with respect to a list) only at and as of such timedate), except, in the case of this clause (iv), except where the failure of such representations and warranties to be so true and correct has (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not had have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on Andrew and (ii) the representations and warranties of Andrew contained in Sections 4.2, 4.3(a), 4.3(b), 4.3(c), 4.13, and 4.15 shall be true in all material respects both when made and as of the Closing Date, as if made as of such time (except, to the extent such representations and warranties are expressly made as of a certain date, in which case such representations and warranties shall be true in all material respects, as of such date). (b) The Company Andrew shall have performed performed, or complied with, in all material respects respects, all of its covenants and obligations hereunder required to be performed or complied with by it under this Agreement at or prior to the ClosingClosing Date. (c) No Material Adverse Change of Andrew shall have occurred since the date of this Agreement and be continuing. (d) Parent and Merger Sub shall have received a an officer’s certificate dated as duly executed by each of the Closing Chief Executive Officer and signed by an executive officer Chief Financial Officer of Andrew to the Company certifying effect that each of the conditions set forth in Section 9.02(a) Sections 7.2(a), (b), and Section 9.02(b(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions conditions: (which may be waived, i) the representations and warranties set forth in whole or in part, to the extent permitted by Law, by Parent): Sections 3.3 (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect 3.18 shall be true and correct, in each case at and correct as of the date of this Agreement and at as of the Effective Time as though made on and as of the Closing as if Effective Time (except to the extent expressly made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified timean earlier date, in which case shall as of such earlier date), except for any failure to be true and correct only at that would be immaterial to Parent and as of such time), Merger Sub; and (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding without giving effect to any limitation on any representation or warranty indicated by the words “Material Adverse Effect”, “in all materiality qualifications contained thereinmaterial respects”, other than “in any such qualifications with respect to a list)material respect”, “material” or “materially,” except for the limitation set forth in each case at and clause (i) of Section 3.8) as of the date of this Agreement and at as of the Effective Time, as though made on and as of the Closing as if Effective Time (except to the extent expressly made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified timean earlier date, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timeearlier date), except, in the case of this clause (iv), except where the failure of any such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The the Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed by by, or complied with by, it under this Agreement at or prior to the Closing.Effective Time; and (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 7.2(a) and Section 9.02(b(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are further subject to the satisfaction, at satisfaction (or waiver by Parent and Merger Sub) on or prior to the Closing, Closing Date of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) Representations and Warranties of the Company. The representations and warranties of the Company contained (i) set forth in this Agreement that are qualified by Company Material Adverse Effect Section 3.07(i) and Section 3.07(ii) (Absence of Certain Changes or Events) shall be true and correct, in each case at and correct as of the date of this Agreement hereof and at and as of the Closing Date as if though made at and as of such time date; (other than any such representations ii) set forth in Section 3.01 (Organization, Standing and warranties that by their terms address matters only at Power), Section 3.03(b) and as of another specified time(d) (Subsidiaries), in which case Section 3.04 (Authority; Execution and Delivery; Enforceability) and Section 3.21 (Brokers and Other Advisors) shall be true and correct only (for purposes of determining the satisfaction of this condition, without regard to any “materiality,” “Company Material Adverse Effect” or similar qualifications and exceptions contained therein) in all material respects as of the date hereof and at and as of the Closing Date as though made at and as of such timedate (except to the extent such representation and warranty expressly relates to a specified date (in which case at and as of such specified date)), (iiiii) the representations and warranties of the Company contained set forth in Section 4.05(a)(i3.02(a) through (d) (Capital Structure) shall be true and correct in all material respects, in each case at and respects as of the date of this Agreement hereof and at and as of the Closing Date as if though made at and as of such time date (other than any except to the extent such representations representation and warranties that by their terms address matters only warranty expressly relates to a specified date (in which case at and as of another such specified timedate)), other than for de minimis inaccuracies, and (iv) set forth in which case Article III, other than those specified in the foregoing clauses (i) through (iii), shall be true and correct in all material respects only at (for purposes of determining the satisfaction of this condition, without regard to any “materiality,” “Company Material Adverse Effect” or similar qualifications and as of such time), (iiiexceptions contained therein) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement hereof and at and as of the Closing Date as if though made at and as of such time, date (except to the extent such representation and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect warranty expressly relates to a list), specified date (in each which case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (specified date)), other than any for such representations and warranties that by their terms address matters only as of another specified time, in which case shall failures to be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all of its obligations, covenants and obligations hereunder agreements required to be performed by it under this Agreement at or prior to the Closing. (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfied.Effective Time;

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other Other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true 3.01 (Organization and correct in all material respects, in each case at and as Qualification of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such timeCompany), Section 3.02(a) (iii) Authority), Section 3.04 (Capitalization), and Section 3.21 (Brokers), the representations and warranties of the Company contained in Section 4.10(b) this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct at in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such timedate (except those representations and warranties that address matters only as of a specified date, and (iv) the accuracy of which shall be determined as of that specified date in all other respects). The representations and warranties of the Company contained in this Agreement Section 3.01 (Organization and Qualification of the Company), Section 3.02(a) (Authority), Section 3.04 (Capitalization) and Section 3.21 (Brokers) shall be true and correct (disregarding in all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at respects on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only as of another a specified timedate, in the accuracy of which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and determined as of such timethat specified date in all respects), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have duly performed and complied in all material respects with all of its agreements, covenants and obligations hereunder conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date. (c) No Action shall have been commenced against Parent, Merger Sub or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 3.03 of the Company Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing. (ce) Parent and Merger Sub From the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to the Company, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect with respect to the Company. (f) The Company shall have received a certificate dated as delivered to Parent the following: (i) resignations of the directors and officers of the Company pursuant to Section 5.06; (ii) the Audited Financial Statements pursuant to Section 5.15; (iii) a certificate, dated the Closing Date and signed by an executive a duly authorized officer of the Company certifying Company, that each of the conditions set forth in Section 9.02(a7.02(a) and Section 9.02(b7.02(b) have been satisfied; (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying that (A) attached thereto are true and complete copies of (1) all resolutions adopted by the Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (2) resolutions of the Members approving the Merger and adopting this Agreement, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are (A) true and complete copies of all required approvals and consents authorizing the execution, delivery and performance of the Tax Election and (B) copies of filings made in connection with the Tax Election; (vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vii) at least three (3) Business Days prior to the Closing, the Closing Transaction Expenses and Indebtedness Certificate, and, evidence that, immediately prior to Closing, of the payment to third parties by wire transfer of immediately available funds that amount of money due and owing from the Company to such third parties as Transaction Expenses or Indebtedness as set forth on the Closing Transaction Expenses and Indebtedness Certificate; (viii) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized; (ix) evidence reasonably satisfactory to Parent that the Company’s Working Capital as of the close of business on the day before the Closing Date is at least equal to $3,300,000 (the “Closing Working Capital”), taking into account the Company’s covenant in Section 5.11 of this Agreement, together with the calculation of the Closing Working Capital (the “Closing Working Capital Statement”), and a certificate of the President and Chief Executive Officer that the Closing Working Capital Statement was prepared in accordance with GAAP, applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end as if such Closing Working Capital Statement was being prepared and audited as of a fiscal year end; (x) the Consideration Spreadsheet contemplated in Section 2.16; (xi) the FIRPTA Statement; and (xii) such other documents or instruments as Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (g) Members of no more than 5% of the outstanding Membership Interests as of immediately prior to the Effective Time, in the aggregate, shall have exercised, or remain entitled to exercise, statutory dissenters rights pursuant to Section 1705.41 of the Ohio Act with respect to such Membership Interests.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate complete the Closing and effect the Merger under Article III are further subject to the satisfaction, at satisfaction (or prior to the Closing, waiver in writing by Parent and Merger Sub) of the following conditions (which may be waived, in whole precedent on or in part, to before the extent permitted by Law, by Parent):Effective Time: (a) (i) The representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect Sections 4.1(c)(i)-(iii) (other than the penultimate sentence of Section 4.1(c)(ii)) and Section 4.1(c)(v) shall be true and correct, in each case at and correct (except for any de minimis inaccuracies) as of the date of this Agreement and at and as of the Closing Date as if though made at and as of such time the Closing Date (other than except to the extent that any such representations representation and warranties that by their terms address matters only at and warranty speaks as of another specified timeany earlier date, in which case such representation and warranty shall be true and correct only at and as of such timeearlier date), ; (ii) the The representations and warranties of the Company contained set forth in Section 4.05(a)(i) 4.1(a), the penultimate sentence of Section 4.1(c)(ii), Section 4.1(c)(iv), the first sentence of Section 4.1(d), Section 4.1(e), Section 4.2, Section 4.3(iii), Section 4.18 and the first sentence of Section 4.19 shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing Date (without giving effect to any “materiality” or “Company Material Adverse Effect” qualifiers) as if though made at and as of such time the Closing Date (other than except to the extent that any such representations representation and warranties that by their terms address matters only at and warranty speaks as of another specified timeany earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) in each case in all material respects; (iii) The representations and warranties of the Company set forth in the last sentence of Section 4.16 shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as if though made at and as of such time, and the Closing Date; and (iv) all other Other than the representations and warranties listed in the immediately preceding clauses (i), (ii) and (iii), each of the representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing Date (without giving effect to any “materiality” or “Company Material Adverse Effect” qualifiers) as if though made at on and as of such date and time (other than except to the extent that any such representations representation and warranties that by their terms address matters only warranty speaks as of another specified timeany earlier date, in which case such representation and warranty shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timeearlier date), except, in the case of this clause (iv)each case, where the failure of for such representations and warranties failures to be so true and correct has as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have duly performed and complied with, in all material respects all of its covenants respects, the covenants, obligations and obligations hereunder required agreements contained in this Agreement to be performed and complied with by it at or prior to the Closing. (c) Since the date of this Agreement, there shall not have occurred any Effect or Effects that, individually or in the aggregate, (i) have had a Company Material Adverse Effect that is continuing or (ii) that would reasonably be expected to have a Company Material Adverse Effect within a reasonable period following the Closing. (d) No Governmental Authority of competent jurisdiction shall have in connection with any Transaction Approvals (i) enacted, issued or promulgated any Law that is in effect or (ii) issued or granted any Order or injunction (whether temporary, preliminary or permanent) that is in effect, in each case which requires Parent, the Company or any of their respective Subsidiaries to take or commit to take any action that constitutes or would reasonably be expected to result in a Burdensome Condition. (e) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer executed on behalf of the Company certifying by its Chief Executive Officer or Chief Financial Officer confirming that each of the conditions set forth in Section 9.02(aclauses (a), (b) and (c) of this Section 9.02(b) 7.2 have been duly satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are further subject to the satisfaction, satisfaction or waiver by Parent at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The the representations and warranties of the Company contained set forth in this Agreement that are qualified by a “Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case Effect” shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained set forth in this Agreement that are not so qualified shall be true and correct, in each case, in all material respects as of the Effective Time as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be true and correct or true and correct in all material respects, as the case may be, as of such specified date), except where the failure of any such representations and warranties referred to in clause (ii) to be so true and correct, in the aggregate, has not had, and would not reasonably be expected to have a Company Material Adverse Effect; provided, that the representations and warranties set forth in Section 4.05(a)(i4.3 (Capitalization), Section 4.4 (Authority) and Section 4.23 (Brokers) shall be true and correct in all material respects, in each case at and respects as of the date of this Agreement and at and Effective Time as of the Closing as if though made at on and as of such time date (other than unless any such representations and warranties that by their terms address matters representation or warranty is made only at and as of another specified timea specific date, in which case event such representation and warranty shall be true and correct or true and correct in all material respects only at and respects, as the case may be, as of such timespecified date), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; (b) The the Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed by by, or complied with by, it under this Agreement at or prior to the Closing.Effective Time; (c) the Company shall have delivered to Parent and Merger Sub shall have received a certificate certificate, dated as on the Closing Date, signed by its chief executive officer or another senior officer on behalf of the Closing Company, to the effect that the conditions contained in Sections 8.2(a), (b) and signed by an executive officer (d) have been satisfied in all respects; (d) since the date of this Agreement there shall not have occurred a Company Material Adverse Effect; (e) the Company certifying Company’s Contract EBITDA for the twelve (12) months ending on July 31, 2007 shall be not less than $32 million; and (f) the Company’s Contract EBITDA for the twelve (12) months ending on October 31, 2007 shall be not less than $31 million; provided, however, that the condition set forth in this Section 8.2(f) shall be inapplicable in the event that each of the other conditions (other than those conditions that by their terms are to be satisfied at the Closing) set forth in Section 9.02(a) 8.1 and Section 9.02(b) 8.2 shall have been satisfiedsatisfied prior to November 7, 2007; provided, further, that (i) the Marketing Period has expired prior to November 15, 2007 and (ii) the failure to close prior to November 15, 2007 shall not be the result of any failure by the Company to fulfill its obligations or to comply with its covenants hereunder.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are also subject to the satisfaction, at satisfaction or waiver (where permissible pursuant to applicable Law) by Parent and Merger Sub on or prior to the Closing, Closing of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) Each of the representations and warranties contained in Article IV (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correctreference to materiality, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than material adverse effect or any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) similar qualification shall be true and correct in all material respects, in each case at and respects as of the date of this Agreement and at hereof and as of the Closing Date as if though made at and as of such time on the Closing Date (other than except to the extent any such representations and warranties that by their terms address matters only at and as of another specified timerepresentation or warranty expressly relates to a specific date, in which case as of that specific date), and (ii) that are not qualified as to materiality, individually and in the aggregate, shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at hereof and as of the Closing Date as if though made at and as of such time, and on the Closing Date (iv) all other representations and warranties of except to the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than extent any such qualifications with respect representation or warranty expressly relates to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified timespecific date, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timethat specific date), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; (b) The Company shall have performed in all material respects all of its covenants obligations, and obligations hereunder complied in all material respects with the agreements and covenants, in this Agreement required to be performed by or complied with by it at or prior to the Closing. (c) Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) The Company shall have delivered each of the closing deliverables set forth in (e) Parent and Merger Sub shall will have received a certificate dated as of the Closing and certificate, signed by an the chief executive officer or chief financial officer of the Company Company, certifying that each of as to the conditions matters set forth in this Section 9.02(a) and Section 9.02(b) have been satisfied7.02.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are subject to the satisfaction, at satisfaction or prior to the Closing, waiver of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):additional conditions: (a) (i) The representations and warranties of the Company contained (i) set forth in this Agreement that are qualified by Company Material Adverse Effect Section 4.2(a) and 4.2(b) (Capitalization) shall be true and correct, in each case at and subject only to de minimis exceptions, as of the date of this Agreement and at and as of the Closing as if though made at as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such timeearlier date), (ii) set forth in the representations first sentence of Section 4.1(a) (Organization), Section 4.2(c) and warranties 4.2(d) (Capitalization), Section 4.3 (Authority), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion) and Section 4.27 (Tax Benefits Preservation Plan) (collectively, the Company contained in Section 4.05(a)(i“Fundamental Representations”) shall be true and correct in all material respects, in each case at and respects as of the date of this Agreement and at and as of the Closing as if though made at and as of such time the Closing (other than any except to the extent such representations and warranties that by their terms address matters only at and as of another specified timeexpressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects only at on and as of such timeearlier date), (iii) the representations and warranties of the Company contained set forth in Section 4.10(b4.8(b) (Absence of Certain Changes) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if though made at and as of such time, the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) all other representations and warranties of the Company contained set forth in this Agreement Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all materiality qualifications contained or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein, other than any such qualifications with respect to a list), in each case at and ) as of the date of this Agreement and at and as of the Closing as if though made at and as of such time the Closing (other than any except to the extent such representations and warranties that by their terms address matters only as of another specified timeexpressly relate to an earlier date, in which case such representations and warranties shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at on and as of such timeearlier date), except, in the case of this clause (iv), where the failure of such representations and warranties failures to be so true and correct has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.; (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at under the Agreement on or prior to the Closing.; (c) Parent and Merger Sub The number of Dissenting Shares shall represent less than 20% of the shares of Company Common Stock outstanding immediately prior to the Closing; (d) The transactions contemplated by each agreement set forth on Section 7.2(d) of the Company Disclosure Letter shall have received a certificate dated been consummated in accordance with their respective terms as set forth in such agreements in all material respects, subject to Section 7.2(d) of the Closing and Company Disclosure Letter; (e) The Company shall have delivered to Parent a certificate, signed by an executive officer of the Company certifying that each Company, confirming the satisfaction of the conditions set forth in Section 9.02(aclauses (a) and (b) of this Section 9.02(b7.2; and (f) Since the date of the Agreement a Company Material Adverse Effect shall not have been satisfiedoccurred and be continuing.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are further subject to the satisfactionsatisfaction (or waiver, at if permissible under applicable Law) on or prior to the Closing, Closing Date of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) The Fundamental Representations (iother than Section 3.5(a)) The representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at in all material respects as of the date hereof and as of the Closing, except the Fundamental Representations (other than Section 3.5(a)) made as of an earlier date or time, which need be true and correct only as of such earlier date or time), (ii) the representations and warranties of the Company contained in . Section 4.05(a)(i3.5(a) shall be true and correct in all material respects, in each case at respects as of the date hereof and as of the date Closing, except (i) for the portions of this Agreement and at and Section 3.5(a) made as of the Closing as if made at an earlier date or time, which need be true and correct only as of such earlier date or time and (ii) for breaches of Section 3.5(a) that, in the aggregate, would not result in a misrepresentation as to securities of the Company valued at less than $100,000. The representations of the Company set forth in this Agreement other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case the Fundamental Representations shall be true and correct in all material respects as of the date hereof and as the Closing except (i) for representations and warranties that speak as of a specific date or time (which need be true and correct only at and as of such date or time), ) and (iiiii) for breaches of the representations and warranties of the Company contained set forth in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time ARTICLE III (other than any such representations and warranties that by their terms address matters only as of another specified timethe Fundamental Representations) that, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect.; (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it under this Agreement at or prior to the Closing.Closing Date; (c) Since the date of this Agreement, here shall not be any event that is continuing that would individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (d) Parent and Merger Sub shall have received a certificate dated certificate, signed by the CFO, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c); (e) The Company shall have executed and delivered to Parent a copy of each Transaction Document to which it is a party; (f) Each Company Shareholder shall have executed and delivered to Parent the Lock-Up Agreement; (g) The Company shall have delivered to Parent copies of the Employment Agreements executed by each Key Employee; (h) Parent shall have received a certificate, signed by an officer of the Company, certifying that true, complete and correct copies of the Organizational Documents of the Company and each of its Subsidiaries, as in effect on the Closing Date, are attached to such certificate; (i) Parent shall have received copies of third party consents set forth on Schedule 8.2(i) in form and substance reasonably satisfactory to Parent, and no such consents have been revoked and the Transaction Financing and such listing shall have been approved by Nasdaq subject to official notice of issuance; (j) The OneShop Retail Closing shall have occurred; (k) The Company shall have entered into the Collaboration Agreement and the MobilityOne Shareholders Agreement, both of which shall be in full force and effect and enforceable in accordance with their terms; (l) Parent shall have received a certificate, signed by an officer of the Company, certifying that true, complete and correct copies of the resolutions of the directors of the Company authorizing the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and performance by the Company of the Transactions, including the Merger, having been duly and validly adopted and being in full force and effect as of the Closing and signed by an executive officer Date, are attached to such certificate; and (m) The Company shall have delivered to Parent good standing certificates (or similar documents applicable for such jurisdictions) for the Company certified as of a date no earlier than twenty (20) days prior to the Closing Date from the proper Governmental Authority of the Company’s jurisdiction of organization and from each other jurisdiction in which the Company certifying that each is qualified to do business as a foreign corporation or other entity as of the conditions set forth Closing, in Section 9.02(a) and Section 9.02(b) have been satisfiedeach case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are further subject to the satisfactionsatisfaction or (to the extent permitted by Law) waiver by Parent, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):additional conditions: (a) (i) The the representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect Section 4.11(a)(ii) shall be true and correct, correct in each case at and as of the date of this Agreement and at and all respects as of the Closing Date as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time)the Closing Date, (ii) the representations and warranties of the Company contained in the first sentence of Section 4.05(a)(i4.1, Section 4.2(a), Section 4.4(a), the first sentence of Section 4.4(b) and Section 4.22 of this Agreement shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and (except for de minimis exceptions) as of the Closing Date as if made at and as of such time the Closing Date (other than except to the extent any such representations representation and warranties that warranty by their its terms address addresses matters only at and as of another specified time, in which case shall such representation and warranty will be true and correct in all material respects only at and (except for de minimis exceptions) as of such other time), and (iii) the representations and warranties all of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of such time the Closing Date (other than except (1) to the extent any such representations representation and warranties that warranty by their its terms address addresses matters only as of another specified time, in which case shall such representation and warranty will be true and correct (disregarding in all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and material respects as of such time), except, in the case of this clause other time or (iv), 2) where the failure of any or all of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, aggregate have a Company Material Adverse Effect.); (b) The all required filings shall have been made and all required approvals shall have been obtained (or waiting periods expired or terminated) under any Antitrust Laws that are applicable to the Transactions; (c) all of the Specified Approvals shall have been obtained in form and substance reasonably satisfactory to Parent, on or prior to, and shall be in full force and effect on, the Closing Date; (d) the Company shall have performed and complied with in all material respects all with each of its the covenants and obligations hereunder required to be performed by it at under this Agreement on or prior to the Closing.Closing Date; (ce) Parent and Merger Sub from the date hereof through the Closing Date, there shall not have occurred a Company Material Adverse Effect; and (f) the Company shall have received a certificate dated delivered to Parent, as of the Closing and signed Date, a certificate, dated as of such date, executed by an executive officer of the Company certifying to the effect that each of the conditions set forth in Section 9.02(aclauses (a), (d) and (e) of this Section 9.02(b) 9.3 have been satisfied, and certifying as to the aggregate outstanding Indebtedness of the Company and its Subsidiaries comprising the total long-term debt (as such term is used in the Company Balance Sheet) as of the Closing Date.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect Article IV, the Ancillary Documents and any certificate or other writing delivered pursuant hereto, shall be true and correct, correct in each case at all respects on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only at and as of another a specified timedate, in which case shall be true and correct only at and in all respects as of such timethat specified date, the accuracy of which shall be determined as of that specified date in all respects), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect, other than (iii) the representations and warranties of the Company contained in Section 4.05(a)(i4.01 (Organization and Qualification), Section 4.02(a) (Authority), Section 4.04 (Capitalization) and Section 4.23 (Brokers), which shall be true and correct in all material respects, in each case at respects on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only at and as of another a specified timedate, the accuracy of which shall be determined as of that specified date in all respects), and (ii) Section 4.05 (Subsidiaries), Section 4.07 (Undisclosed Liabilities), and Section 4.14 (Legal Proceedings), which case shall be true and correct in all respects (to the extent any representation or warranty in such Sections are qualified by materiality or Material Adverse Effect) or in all material respects only at and as of (to the extent any representation or warranty in such time), (iiiSections are not qualified by materiality or Material Adverse Effect) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time, and date (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such except those representations and warranties that by their terms address matters only as of another a specified timedate, in the accuracy of which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and determined as of such timethat specified date in all respects), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; (b) The Company shall have duly performed and complied in all material respects with all of its agreements, covenants and obligations hereunder conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (c) All approvals, consents and waivers that are listed in Section 4.03 or are otherwise included on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing.; (cd) Parent and Merger Sub From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect; (e) The Company shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that delivered each of the conditions closing deliverables set forth in Section 9.02(a2.03(a); (f) All Options, warrants, rights and Section 9.02(b) other instruments and agreements relating to the Company Capital Stock shall have been satisfied(i) exercised for or converted into shares of Company Capital Stock or (ii) terminated in accordance with their terms, in each case in accordance with the organizational documents of the Company, Company Stock Plan, and other governing agreements and instruments and shall cease to be outstanding; (g) The Company shall have satisfied all Indebtedness and known Liabilities, and shall have delivered to holders of outstanding Indebtedness and known Liabilities, if any, by wire transfer of immediately available funds, that amount of money due and owing from the Company to such holder of outstanding Indebtedness or known Liabilities; (h) Each Stock Recipient shall have executed such party’s Signature Page to the Registration Rights Agreement, and delivered executed copies of the same to Parent and Merger Sub; (i) Holders holding in the aggregate no less than ninety percent (90%) of the Fully Diluted Share Number of the Company Common Stock shall be Stock Recipients; and (j) The officers, non-independent directors, and holders of 10% or more of the issued and outstanding Company Common Stock immediately prior to the Effective Time shall have executed such party’s signature page to the applicable Lock-Up Agreement, and delivered executed copies of the same to Parent and Merger Sub.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the Merger are shall also be subject to the satisfaction, satisfaction or waiver by Parent at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties set forth in: (i) Article IV (other than in the case of the Company representations and warranties contained in this Agreement that are qualified by Company Sections 4.4(a) and (b) and 4.12(a)), disregarding all qualifications and exceptions contained therein relating to materiality, Material Adverse Effect or words of similar import, shall be true and correct, in each case at and as of correct on the date of this Agreement hereof and at and as of the Closing Date as if made at on and as of such time dates (other than any such except for representations and warranties that by their terms address matters only at and are made as of another a specified timedate, in which case shall be true and correct only as of such specified date), with only such exceptions as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on MUSA; (ii) Sections 4.4(a) and (b) shall be true and correct on the date hereof and at and as of the Closing Date as if made on and as of such time), dates (ii) the except for representations and warranties that are made as of a specified date, which shall be true and correct only as of such specified date) with only such exceptions as would not, individually or in the Company contained aggregate, (A) result or reasonably be expected to result in the payment of additional amounts under Article II hereof in excess of $100,000 or (B) impose any other liability on Parent, Merger Sub or the Surviving Corporation; and (iii) Section 4.05(a)(i4.12(a) shall be true and correct in all material respects, in each case at and as of respects on the date of this Agreement hereof and at and as of the Closing Date as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at on and as of the date hereof. (b) MUSA shall have performed and complied with all of this its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” or “Material Adverse Effect,” in which case MUSA shall have performed and complied with all of such covenants in all respects through the Closing. (c) MUSA shall have delivered to Parent a certificate duly executed by an authorized officer on behalf of MUSA to the effect that each of the conditions specified in Sections 6.2(a) and (b) is satisfied in all respects. (d) The Debt Financing shall have been obtained by Parent and Merger Sub on the terms and conditions set forth in the Debt Financing Agreement, or alternative financing (sufficient, when taken together with the proceeds from the Equity Financing, to pay the Required Amounts) as provided in Section 5.2(b) shall have been obtained. (e) The Employment Agreement shall not have been terminated and at shall remain in full force and effect as of the Closing as if made at and as of such timeDate; provided, and (iv) all other representations and warranties however, that a termination of the Company contained in this Employment Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to or a list), in each case at and as failure of the date of this Employment Agreement to remain in full force and at and effect as of the Closing Date shall not be deemed to be a failure of the condition set forth in this Section 6.2(e) if such termination or failure to remain in full force and effect is solely a result of (i) Lxxxxxxx Xxxxxxxxx being unable to perform his duties thereunder due to his death or Disability (as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, defined in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timethe Employment Agreement), except, (ii) Lxxxxxxx Xxxxxxxxx’x termination thereunder “without Cause” (as defined in the case Employment Agreement) or “without Good Reason” (as defined in the Employment Agreement) or (iii) a commission of an act by Lxxxxxxx Xxxxxxxxx which would not have constituted Cause under the Employment Agreement if the word “significantly” preceded the words “adversely impact” in Section 3(b)(viii) of the Employment Agreement. (f) Holders of not more than 10% of the outstanding shares of MUSA Common Stock shall have demanded and validly perfected appraisal of their MUSA Common Stock in accordance with the DGCL. (g) (i) Any consent or approval required under the agreements, contracts or other instruments listed on Annex 6.2(g) as a result of the execution of this clause Agreement or the consummation of the transactions contemplated hereby shall have been received by MUSA, and no such consent or approval shall have been revoked and (ivii) all other consents or approvals required under any of the other agreements, contracts or other instruments to which MUSA or any of its subsidiaries is a party (or by which it or any of its respective properties or assets is bound) as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby shall have been received by MUSA (and no such consent or approval shall have been revoked), where except for such consents or approvals (A) which are listed in Section 4.5(b) of the MUSA Disclosure Schedules or (B) the failure of such representations which to obtain and warranties to not be so true and correct has not had and revoked would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effectmaterially adversely affect the operation of the business of Surviving Corporation and its subsidiaries from and after the Closing nor result in any material liability. (bh) The Company shall Since the date of this Agreement, there has not been any Material Adverse Effect on MUSA or any event, change, effect or development that would, individually or in the aggregate, have performed in all material respects all of its covenants and obligations hereunder required or reasonably be expected to be performed by it at or prior to the Closinghave a Material Adverse Effect on MUSA. (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other Other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) 3.01, the first two sentences of Section 3.02(a), Section 3.04, Section 3.06 and Section 3.25 and the representations and warranties of the Stockholders contained in Section 4.01, Section 4.02 and Section 4.05, the representations and warranties of each of the Company and the Stockholders contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects, respects (in each the case at of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only at and as of another a specified timedate, in the accuracy of which case shall be true and correct determined as of that specified date in all material respects only at and as of such timerespects), (iii) the . The representations and warranties of the Company contained in Section 4.10(b) 3.01, the first two sentences of Section 3.02(a), Section 3.04, Section 3.06 and Section 3.25 and the representations and warranties of the Stockholders contained in Section 4.01, Section 4.02 and Section 4.05 shall be true and correct at in all respects on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time, and date (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such except those representations and warranties that by their terms address matters only as of another a specified timedate, in the accuracy of which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and determined as of such timethat specified date in all respects), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company Company, and the Stockholders shall have duly performed and complied in all material respects with all of its agreements, covenants and obligations hereunder conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it each of them prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Company, and the Stockholders shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Action shall have been commenced against Parent, Merger Sub or the Company or any of its Subsidiaries, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All Required Consents (including, without limitation, the Lease Consents) shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing. (ce) Parent and Merger Sub From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (f) The Company shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that delivered each of the conditions closing deliverables set forth in Section 9.02(a2.03(a). (g) The board of directors and Section 9.02(bstockholders of Parent shall have approved the transactions contemplated in this Agreement and the Ancillary Documents, to the extent required under applicable Law. (h) Parent shall have been satisfiedreceived the financing on the terms provided for in the Financing Agreement.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) Other than the representations and warranties of the Company contained in the first two sentences of Section 3.01, Section 3.02(a), Section 3.04, Section 3.05, and Section 3.25, the representations and warranties of the Company contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (iin the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correctthe first two sentences of Section 3.01, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such timeSection 3.02(a), (ii) the representations Section 3.04, Section 3.05, and warranties of the Company contained in Section 4.05(a)(i) 3.25 shall be true and correct in all material respects, in each case at respects on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another a specified timedate, in the accuracy of which case shall be true determined as of that specified date in all respects). Solely for purposes of determining compliance with this Section 7.02(a) (and correct (disregarding not, for the avoidance of doubt, for purposes of any claim for indemnification under Article VIII), the term “material” and “in all materiality qualifications contained therein, other than material respects” shall mean a failure of any such qualifications with respect representations or warranties of the Company referred to a list) only at and as of such time)above which result, except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and or would not reasonably be expected to haveresult, individually in Losses to the Parent or the Company Entities after Closing in an amount in excess of $1,000,000 in the aggregate, a Company Material Adverse Effect. (b) The Company and the Included Subsidiary shall have duly performed and complied in all material respects with all of its agreements, covenants and obligations hereunder conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date. (c) No Action shall have been commenced against Parent, Merger Sub, the Company or the Included Subsidiary that has not been withdrawn and which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) The approvals, consents, notices, waivers and information set forth in Section 7.02(d) of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing. (ce) Parent and Merger Sub From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect. (f) The Company shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that delivered each of the conditions closing deliverables set forth in Section 9.02(a2.03(a). (g) and Holders of no more than five (5) percent of the outstanding Shares as of immediately prior to the Effective Time (but immediately after the Taxable Distribution Transaction), in the aggregate, shall have exercised, or remain entitled to exercise, statutory appraisal rights pursuant to Section 9.02(b262 of the DGCL with respect to such Shares. (h) The Special Committee has not rescinded or modified its approval of the Taxable Distribution Transaction described in Section 3.02(c). (i) The Taxable Distribution Transaction shall have been satisfiedcompleted pursuant to the terms of Section 5.12 and all of the shares or other equity securities of the Excluded Subsidiary Holding Company shall have been exchanged for Shares held by Stockholders who are Accredited Investors, and the Company shall no longer own or hold any right, title or interest in the shares or other equity securities of the Excluded Subsidiary Holding Company. (j) The transactions contemplated by Section 5.13 shall have been completed.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in partsatisfaction or, to the extent permitted by applicable Law, waiver by Parent):Parent or Merger Sub at or prior to the Effective Time of each of the following conditions: (a) (i) The representations and warranties of the Company contained Ivory set forth in this Agreement that are qualified by Company Agreement, when read without any exception or qualification as to materiality or Ivory Material Adverse Effect Effect, shall be true and correctcorrect as of the date hereof and as of the Closing Date, as if such representations and warranties were made as of the date hereof and as of the Closing Date (except as to any such representation or warranty which speaks as of a specific date, which must be true and correct as of such specific date) except where the failure to be so true and correct would not, individually or in each case at the aggregate, reasonably be expected to (i) have an Ivory Material Adverse Effect, (ii) prevent or materially delay the consummation of the Merger. The representations contained in the first, second, and sixth sentences of Sections 4.1(b) shall be true in all respects as of the date of this Agreement and at and as of the Closing as if made at Date and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i4.1(c) shall be true and correct in all material respects; provided that a variation of up to one percent (1%) in the aggregate of the outstanding Common Share, Preferred Share and Option amounts set forth in the first, second and sixth sentences of Section 4.1(b) shall not make such representation and warranty incorrect. Parent shall have received a certificate signed on behalf of Ivory by an executive officer of Ivory to the effect of the foregoing sentences. (b) Ivory shall have performed or complied (x) in all material respect with its obligations, covenants and agreements under this Agreement and (y) in all respects with all of the obligations, covenants and agreements set forth in Sections 5.1(b), (c) and (h) (except for equity grants, issuances and repurchases of less than one percent (1%) in the aggregate and which are de minimis in amount) in each case case, required to be performed by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of Ivory by an executive officer of Ivory to such effect. (c) Ivory shall own all of the shares of MySpace that it owns as of the date of this Agreement free and at and as clear of all Liens (including any restriction on the Closing as if made at and as right to vote, sell or otherwise dispose of such time (capital stock of other ownership interests, except restrictions on transfer imposed by federal and state securities laws) other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior Liens pursuant to the ClosingStockholders Agreement. (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The the representations and warranties of the Company contained set forth in this Agreement that are qualified by as to Company Material Adverse Effect shall be true and correct, in each case at correct and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) this Agreement that are not so qualified shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and Effective Time as of the Closing as if though made at on and as of such time date (other than unless any such representations and warranties that by their terms address matters representation or warranty is made only at and as of another specified timea specific date, in which case event such representation and warranty shall be true and correct or true and correct in all material respects only at and respects, as the case may be, as of such timespecified date), (iii) except where the representations and warranties failure of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, referred to in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties ii) to be so true and correct correct, in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.; (b) The the Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing.Closing Date; (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer Chief Executive Officer, President or Vice President of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 7.2(a) and Section 9.02(b(b) have been satisfied; and (d) Parent shall have received the opinion, based on appropriate representations of the Company and Parent, of King & Spalding, counsel to Parent, to the effect that the Merger will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are is further subject to the satisfaction, at satisfaction or prior to the Closing, waiver by Parent of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The the representations and warranties of the Company contained in Section 4.11(a)(ii) of this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, correct in each case at and as of the date of this Agreement and at and all respects as of the Closing Date as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time)the Closing Date, (ii) the representations and warranties of the Company contained in the first sentence of Section 4.05(a)(i4.1, Section 4.2(a), Section 4.4(a), the first sentence of Section 4.4(c) and Section 4.22 of this Agreement shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and (except for de minimis exceptions) as of the Closing Date as if made at and as of such time the Closing Date (other than except to the extent any such representations representation and warranties that warranty by their its terms address addresses matters only at and as of another specified time, in which case shall such representation and warranty will be true and correct in all material respects only at and (except for de minimis exceptions) as of such other time), (iii) the representations and warranties of the Company contained in the second, third and fourth sentences of Section 4.10(b4.4(c), Section 4.4(d), Section 4.4(e), Section 4.5(a), Section 4.5(c) (excluding the last sentence thereof), Section 4.5(d), Section 4.6(a), Section 4.14, Section 4.19 and Section 4.25 of this Agreement (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct at and as of the date of this Agreement and at and in all material respects as of the Closing Date as if made at and as of the Closing Date (except to the extent any such representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct in all material respects as of such other time), and (iv) all of the other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct (disregarding in all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and material respects as of the Closing Date as if made at and as of such time the Closing Date (other than except (x) to the extent any such representations representation and warranties that warranty by their its terms address addresses matters only as of another specified time, in which case shall such representation and warranty will be true and correct (disregarding in all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and material respects as of such time), except, in the case of this clause other time or (iv), y) where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.); (b) The all of the consents and waivers set forth on Section 9.3(b) of the Company Disclosure Letter shall be in full force and effect on the Closing Date; (c) the Company shall have performed and complied with in all material respects all with each of its the covenants and obligations hereunder required to be performed by it at under this Agreement on or prior to the Closing.Closing Date; (cd) Parent and Merger Sub the Company shall have received a certificate dated delivered to Parent as of the Closing and signed Date a certificate, dated as of such date, executed by an executive officer of the Company certifying to the effect that each of the conditions set forth in Section 9.02(aclauses (a) and (c) of this Section 9.02(b) 9.3 have been satisfied; (e) the Company Shareholder Agreement and each Terminated Contract shall have been terminated effective as of the Effective Time (or, in the case of any Terminated Contract, amended so as to eliminate any further liability or obligation of the Company or its Subsidiaries thereunder arising after the Effective Time), and the Company shall have provided to Parent evidence of the foregoing.

Conditions to Obligations of Parent and Merger Sub. The obligations respective obligation of Parent and Merger Sub to consummate the Merger are Closing shall be subject to the satisfactionsatisfaction (or waiver in writing by Parent to the extent permitted by applicable Law), at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties Each of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company (i) contained in this Agreement (other than Sections 4.1 (Organization), 4.2 (Capitalization) (other than Section 4.05(a)(i4.2(g)), 4.3 (Authorization) and 4.24 (No Brokers)), without giving effect to any qualification as to materiality 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 Company Material Adverse Effect; and (ii) contained in Sections 4.1 (Organization), 4.2 (Capitalization) (other than Section 4.2(g)), 4.3 (Authorization) and 4.24 (No Brokers) shall be true and correct in all material respects, in each case at and respects as of the date of this Agreement hereof and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at as of the Closing Date as though made on and as of the Closing Date (except to the extent that such time), (iii) the representations and warranties by their terms speak as of the Company contained an earlier date, in Section 4.10(b) which case they shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such timeearlier date), and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required delivered to be performed by it at or prior to the Closing. (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that each to such effect. (b) Each of the conditions covenants and agreements contained in this Agreement to be performed by the Company at or before the Closing shall have been performed in all material respects by the Company, and the Company shall have delivered to Parent a certificate of an executive officer of the Company to such effect. (c) Since the date hereof, there shall not have been Company Material Adverse Effect, and the Company shall have delivered to Parent a certificate of an executive officer of the Company to such effect. (d) The sum of (i) the aggregate consideration payable to Company Optionholders pursuant to Section 2.4 plus (ii) the Unaccredited Consideration plus (iii) the Series I Consideration shall not exceed the sum of (A) the Estimated Cash Amount plus (B) the Additional Cash Amount, if any, and Parent shall have received sufficient Accredited Investor Questionnaires to enable Parent to make such determination. (e) The Company shall have delivered to Parent a signed Option Letter of Transmittal from each Company Optionholder who signed such letter. (f) The Company shall have delivered to Parent a certificate of good standing of the Company, dated as of a recent date prior to the Closing, issued by the Secretary of State of the State of Delaware. (g) The Company shall have delivered to Parent the Closing Consideration Schedule. (h) The Company shall have delivered to Parent the Certificate of Merger, duly executed by the Company. (i) The Company shall have delivered to Parent resignations, effective as of the Effective Time, from the Persons holding the position of an officer or director of the Company or any of its Subsidiaries set forth on Section 8.3(i) of the Disclosure Schedule. (j) The Company shall have delivered to Parent the Escrow Agreement, duly executed by the Stockholder Representative. (k) The Company shall have delivered to Parent a properly executed statement, dated as of the Closing Date, in a form reasonably acceptable to Parent and that satisfies the requirements of Treasury Regulations Section 9.02(a) 1.1445-2(c)(3), together with the required notice to the IRS and Section 9.02(b) have been satisfied.written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing. ARTICLE

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The each of the representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Certificate of Incorporation and Bylaws), Section 3.3(a) (Capitalization), Section 3.4 (Authority), Section 3.5 (No Conflict; Required Filings and Consents) and Section 3.25 (Brokers) shall be true and correctaccurate in all respects, in each case at and case, as of the date of this Agreement and at and as of the Closing date of the Condition Satisfaction as if made at and as of such time (other than unless any such representations and warranties that by their terms address matters representation or warranty is made only at and as of another specified timea specific date, in which case event such representation and warranty shall be so true and correct only at and accurate as of such timespecified date), ; and (ii) each of the other representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respectsaccurate (disregarding any qualifications as to materiality or Material Adverse Effect contained therein), in each case at and case, as of the date of this Agreement and at and as of the Closing date of the Condition Satisfaction as if though made at on and as of such time date (other than unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be so true and accurate as of such specified date), except where the failure of any such representations and warranties that by their terms address matters only at and as of another specified time, referred to in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties ii) to be so true and correct accurate, has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect.; (b) The the Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed by by, or complied with by, it under this Agreement at or prior to the Closing.Effective Time; provided that a breach of Section 5.1 that occurs after the date of the Condition Satisfaction and prior to the Closing shall not result in the failure of the condition contained in this Section 7.2(b) unless such breach of Section 5.1 occurred as a result of the Company’s gross negligence, willful misconduct or willful or intentional breach; (c) since the date of this Agreement and prior to the date that is two (2) business days following the date of the Condition Satisfaction, there shall not have occurred a Material Adverse Effect; (d) no Event of Default and no Performance Default shall have occurred and be continuing as of the Condition Satisfaction; provided that if a Performance Default has occurred and is continuing, but no notice has been given to the Company pursuant to Section 501 of the Indenture as of the date that is three (3) months after the date on which such Performance Default occurred, this condition shall be deemed to be satisfied; (e) the Company shall have Current Reporting Status as of the Condition Satisfaction; (f) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(a7.2(a), (b) and Section 9.02(b(c) have been satisfied; (g) the Rabbi Trust Amendments shall have been executed and delivered by the Company to the trustees of each Benefit Protection Trust and are fully effective; and (h) The Reinsurance Agreement Amendment shall have been executed and delivered by the Company and the counterparty thereto on terms that comply with Section 6.17(c).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other Other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects3.01, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such timeSection 3.02(a), (iii) Section 3.04, Section 3.06 and Section 3.25, the representations and warranties of the Company contained in Section 4.10(b) this Agreement, and any certificate or other writing delivered pursuant hereto shall be true and correct at in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such timedate (except those representations and warranties that address matters only as of a specified date, and (iv) the accuracy of which shall be determined as of that specified date in all other respects). The representations and warranties of the Company contained in this Agreement Section 3.01, Section 3.02(a), Section 3.04, Section 3.06 and Section 3.25 shall be true and correct (disregarding in all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at respects on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only as of another a specified timedate, in the accuracy of which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and determined as of such timethat specified date in all respects), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have duly performed and complied in all material respects with all of its agreements, covenants and obligations hereunder conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date;. (c) No Action shall have been commenced against Parent, Merger Sub or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 3.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing. (ce) Parent and Merger Sub From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (f) The Company shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that delivered each of the conditions closing deliverables set forth in Section 9.02(a) and Section 9.02(b) have been satisfied2.03(a).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The the representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and correct as of the date of this Agreement and at (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing as if made at and as Date; provided, however, that for purposes of such time (other than any this Section 7.2(a), such representations and warranties that by their terms address matters only at and as of another specified time(other than those set forth in Section 3.3, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(iexcept for insubstantial numerical inaccuracies) shall be deemed to be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where unless the failure or failures of such representations and warranties to be so true and correct has not had and would not reasonably be expected to havecorrect, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth therein, has had or would reasonably be expected to have a Company Material Adverse Effect. (b) The the Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed by by, or complied with by, it under this Agreement at or prior to the Closing.Effective Time; and (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 7.2(a) and Section 9.02(b(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The Other than the representations and warranties of the Company contained in Section 3.01, Section 3.02(a), Section 3.04, Section 3.06 and Section 3.23, the representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect and any certificate or other writing delivered pursuant hereto shall be true and correct, correct in each all respects (in the case at of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only at and as of another a specified timedate, in the accuracy of which case shall be true and correct only at and determined as of such timethat specified date in all respects), (ii) the . The representations and warranties of the Company contained in Section 4.05(a)(i) 3.01, Section 3.02(a), Section 3.04, Section 3.06 and Section 3.23 shall be true and correct in all material respects, in each case at respects on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another a specified timedate, in the accuracy of which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and determined as of such timethat specified date in all respects), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; (b) The Company shall have duly performed and complied in all material respects with all of its agreements, covenants and obligations hereunder conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; (c) No Action shall have been commenced against Parent, Merger Sub or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby; (d) All approvals, consents and waivers that are listed on Section 3.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing.; (ce) Parent and Merger Sub From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect; and (f) The Company shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that delivered each of the conditions closing deliverables set forth in Section 9.02(a) and Section 9.02(b) have been satisfied2.03(a).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained set forth in Section 4.05(a)(iSections 2.3(a), 2.3(c) (first two sentences) and 2.3(d) (second sentence) (Capitalization) of the Agreement shall be true and correct have been accurate in all material respects, in each case at and respects as of the date of this Agreement the Agreement, and shall be accurate in all respects at and as of the Closing Date as if made at on and as of such time Closing Date, except (other than a result of a willful breach by the Company of Section 4.2, to the extent any such willful breach relates to the subject matter of Sections 2.3(a), 2.3(c) (first two sentences) or 2.3(d) (second sentence) (Capitalization) of the Agreement) where the failure to be so accurate in all respects would not reasonably be expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates, individually or in the aggregate, of more than $4,000,000 (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and (iii) the truth and correctness of those representations or warranties that by their terms address matters only at and as of another specified time, in which case a specific date shall be true and correct measured (subject to the applicable materiality standard as set forth in all material respects this Section 6.2(a)) only at and as of such timedate), . (iiib) the representations and warranties of the Company contained set forth in Sections 2.15(e) (first three sentences) (Code Section 4.10(b280G matters), Section 2.16(i) (change in control benefits), 2.20 (Authority; Binding Nature of Agreement), 2.21 (Vote Required) and 2.24 (Financial Advisor) of the Agreement shall be true and correct at and have been accurate in all material respects as of the date of this Agreement the Agreement, and shall be accurate in all material respects at and as of the Closing Date as if made at on and as of such timeClosing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and (iviii) all other the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable materiality standard as set forth in this Section 6.2(b)) only as of such date). (c) the representations and warranties of the Company contained set forth in this Agreement Sections 2.5(b) (No Material Adverse Effect) shall be true and correct (disregarding have been accurate in all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and respects as of the date of this Agreement the Agreement, and shall be accurate in all respects at and as of the Closing Date as if made at on and as of such time Closing Date (other than it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) any such update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and (ii) the truth and correctness of those representations and warranties that by their terms address matters only as of another specified time, in which case a specific date shall be true measured (subject to the applicable standard as set forth in this Section 6.2(c)) as of such date). (d) the representations and correct warranties of the Company set forth in the Agreement (disregarding all materiality qualifications contained therein, other than any such qualifications with respect those referred to a listin clauses “a”, “b” or “c” above) only shall have been accurate in all respects as of the date of the Agreement, and shall be accurate in all respects at and as of the Closing Date as if made on and as of such time)date, except, except that any inaccuracies in the case of this clause (iv), where the failure of such representations and warranties will be disregarded if the circumstances giving rise to be so true and correct has all such inaccuracies (considered collectively) do not had constitute, and would not reasonably be expected to have, individually or in a Material Adverse Effect (it being understood that, for purposes of determining the aggregateaccuracy of such representations and warranties, a Company (i) all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and (iii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable materiality standard as set forth above) only as of such date). (be) The the Company shall have performed or complied in all material respects all of its covenants and obligations hereunder with any covenant or obligation that the Company is required to be performed by it at comply with or to perform under the Agreement prior to the ClosingClosing Date, or, if not complied with or performed in all material respects, such noncompliance or failure to perform shall have been cured. (cf) Parent and Merger Sub shall have received a certificate dated as certificates executed on behalf of the Closing and signed Company by an the chief executive officer or chief financial officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 6.2(a), (b), (c). (d) and Section 9.02(b(e) have been satisfied. (g) since the date of this Agreement, there shall not have occurred a Material Adverse Effect that shall be continuing as of the Closing Date. (h) There shall not have been issued by any court of competent jurisdiction or remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger nor shall any action have been taken, or any Legal Requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or makes illegal, the acceptance for payment of or payment for shares of Company Common Stock or the consummation of the Merger; provided, however, that Parent and Merger Sub shall not be permitted to invoke this Section 6.2(h) unless they shall have taken all actions required under this Agreement to have any such order lifted. (i) there shall not be pending any Legal Proceeding by a Governmental Body having authority over Parent, Merger Sub or any Acquired Corporation (i) challenging or seeking to restrain or prohibit the consummation of the Merger, (ii) seeking to restrain or prohibit Parent’s or its Affiliates ownership or operation of the business of the Acquired Corporations, or of Parent or its Affiliates, or to compel Parent or any of its Affiliates to dispose of or hold separate all or any portion of the business or assets of the Acquired Corporations or of Parent or its Affiliates or (iii) seeking to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to exercise full rights of ownership of the shares of Company Common Stock.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties Fundamental Representations of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i3.04) shall be true and correct in all material respects, in each case at and respects as of the date of this Agreement and at as of the Closing Date as if made on and as of the Closing as if made at and as of such time Date, (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case ii) Section 3.04 shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at as of the Closing Date as if made on and as of the Closing Date, other than Section 3.04(e), which shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made at on and as of such timethe Closing Date other than for de minimis inaccuracies, and (iviii) all each of the other representations and warranties of the Company contained in this Agreement ARTICLE III shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at as of the Closing Date as if made on and as of the Closing as if made at Date, except (A) in the case of each of clauses (i), (ii) and as of such time (other than any such iii), representations and warranties that by their terms address matters only are expressly made as of another specified time, in which case a specific date shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect subject to a listthe standards set forth herein) only at on and as of such time), except, date and (B) in the case of this clause (iviii), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided, that for the purposes of clause (iii), the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect. (b) The Company shall have duly performed and complied in all material respects with all of its agreements, covenants and obligations hereunder conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it at or prior to or on the ClosingClosing Date. (c) The Company shall have delivered each of the closing deliverables set forth in Section 2.03(a). (d) Parent and Merger Sub shall have received a certificate dated as of the Closing Financing and signed by an executive officer of the Company certifying that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfiedproceeds related thereto.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are further subject to the satisfactionsatisfaction (or waiver, at if permissible under applicable Law) on or prior to the Closing, Closing Date of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) The Fundamental Representations (iother than Section 3.5(a)) The representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at in all material respects as of the date hereof and as of the Closing, except the Fundamental Representations (other than Section 3.5(a)) made as of an earlier date or time, which need be true and correct only as of such earlier date or time), (ii) the representations and warranties of the Company contained in . Section 4.05(a)(i3.5(a) shall be true and correct in all material respects, in each case at respects as of the date hereof and as of the date Closing, except (i) for the portions of this Agreement and at and Section 3.5(a) made as of the Closing as if made at an earlier date or time, which need be true and correct only as of such earlier date or time and (ii) for breaches of Section 3.5(a) that, in the aggregate, would not result in a misrepresentation as to securities of the Company valued at less than $250,000. The representations of the Company set forth in this Agreement other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case the Fundamental Representations shall be true and correct in all material respects as of the date hereof and as the Closing except (i) for representations and warranties that speak as of a specific date or time (which need be true and correct only at and as of such date or time), ) and (iiiii) for breaches of the representations and warranties of the Company contained set forth in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time Article III (other than any such representations and warranties that by their terms address matters only as of another specified timethe Fundamental Representations) that, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect.; (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it under this Agreement at or prior to the Closing.Closing Date; (c) Since the date of this Agreement, here shall not be any event that is continuing that would individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (d) Parent and Merger Sub shall have received a certificate dated certificate, signed by the chief executive officer or chief financial officer of the Company, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c); (e) The Company Preferred Stock Conversion shall have been consummated; (f) The Company shall have executed and delivered to the Parent a copy of each Transaction Document to which it is a party; (g) The Stockholders set forth on Schedule 8.2(g) shall have executed and delivered to Parent the applicable Lock-Up Agreements; (h) Parent shall have received a certificate, signed by an officer of the Company, certifying that true, complete and correct copies of the Organizational Documents of the Company and each of its Subsidiaries, as in effect on the Closing Date, are attached to such certificate; (i) Parent shall have received copies of third party consents set forth on Schedule 8.2(j) in form and substance reasonably satisfactory to the Parent, and no such consents have been revoked and the PIPE Financing and such listing shall have been approved by Nasdaq subject to official notice of issuance; (j) Parent shall have received a certificate, signed by an officer of the Company, certifying that true, complete and correct copies of the resolutions of the directors of the Company authorizing the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and performance by the Company of the Transactions, including the Merger, having been duly and validly adopted and being in full force and effect as of the Closing and signed by an executive officer Date, are attached to such certificate; and (k) The Company shall have delivered to Parent a certificate of good standing with respect to the Company certifying that each from State of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfiedDelaware.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are further subject to the satisfaction, satisfaction or waiver by Parent at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) Sections 4.3 and 4.4 shall be true and correct in all material respects, in each case at (except for any de minimis failure to be true and as of the date of this Agreement and correct) at and as of the Closing Date as if made at and as of such time on the Closing Date (other than any except to the extent such representations and warranties that by their terms address matters only at and are made as of another specified timea specific date, in which case such representations and warranties shall be true and correct in all material respects only at and as of such timedate), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (ivii) all other representations and warranties of the Company contained in this Agreement Article IV hereof shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect or limitations as to a list), in each case at and as "materiality," "Company Material Adverse Effect" or words of the date of this Agreement and similar import) at and as of the Closing Date as if made at and as of such time on the Closing Date (other than any except to the extent such representations and warranties that by their terms address matters only are made as of another specified timea specific date, in which case such representations and warranties shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timedate), except, in the case of this clause (iv), except where the failure of any such representations and warranties representation or warranty to be so true and correct has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; (b) The the Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed by by, or complied with by, it under this Agreement at or prior to the Closing.Effective Time; and (c) the Company shall have delivered to Parent and Merger Sub shall have received a certificate dated as certificate, signed by its chief executive officer or another senior officer on behalf of the Closing and signed by an executive officer of Company, to the Company certifying effect that each of the conditions set forth contained in Section 9.02(aSections 8.2(a) and Section 9.02(b8.2(b) have been satisfiedsatisfied in all respects.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate effect the Merger are is further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Closing of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) Except as a result of action expressly permitted or expressly consented to in writing by Parent pursuant to Section 5.1, (i) The the representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(iSections 3.2, 3.3(a), 3.3(b), 3.3(c), 3.19, 3.21) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at both when made and as of the Closing Date, as if made at and as of such time (other than any except to the extent such representations and warranties that by their terms address matters only at and are expressly made as of another specified timea certain date, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding in all materiality qualifications contained thereinrespects, other than any such qualifications with respect to a list) only at and as of such timedate), except, in the case of this clause (iv), except where the failure of such representations and warranties to be so true and correct has (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not had have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, and (ii) the representations and warranties of the Company contained in Sections 3.2, 3.3(a), 3.3(b), 3.3(c), 3.19, 3.21 shall be true in all material respects both when made and as of the Closing Date, as if made as of such time (except to the extent such representations and warranties are expressly made as of a certain date, in which case such representations and warranties shall be true in all respects, as of such date). (b) The Company shall have performed performed, or complied with, in all material respects respects, all of its covenants and obligations hereunder required to be performed or complied with by it under this Agreement at or prior to the ClosingClosing Date. (c) No Material Adverse Change of the Company shall have occurred since the date of this Agreement and be continuing. (d) Parent and Merger Sub shall have received a an officer’s certificate dated as duly executed by each of the Closing Chief Executive Officer and signed by an executive officer Chief Financial Officer of the Company certifying to the effect that each of the conditions set forth in Section 9.02(a) Sections 7.2(a), (b), and Section 9.02(b(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate effect the Merger are is further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Closing of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) Except as a result of action expressly permitted under this Agreement or expressly consented to in writing by Parent pursuant to Section 5.1, (i) The the representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(iSections 3.1, 3.2, 3.3, 3.17, and 3.18) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at both when made and as of the Closing Date, as if made at and as of such time (other than any except to the extent such representations and warranties that by their terms address matters only at and are expressly made as of another specified timea certain date, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding in all materiality qualifications contained thereinrespects, other than any such qualifications with respect to a list) only at and as of such timedate), except, in the case of this clause (iv), except where the failure of such representations and warranties to be so true and correct has (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein) does not had have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, and (ii) the representations and warranties of the Company contained in Sections 3.1, 3.2, 3.3, 3.17, and 3.18 shall be true in all respects both when made and as of the Closing Date, as if made as of such time (except to the extent such representations and warranties are expressly made as of a certain date, in which case such representations and warranties shall be true in all respects, as of such date). (b) The Company shall have performed performed, or complied with, in all material respects respects, all of its covenants and obligations hereunder required to be performed or complied with by it under this Agreement at or prior to the ClosingClosing Date. (c) No Material Adverse Change of the Company shall have occurred since the date of this Agreement and be continuing. (d) Parent and Merger Sub shall have received a an officer's certificate dated as duly executed by each of the Closing Chief Executive Officer and signed by an executive officer Chief Financial Officer of the Company certifying to the effect that each of the conditions set forth in Section 9.02(aSections 7.2(a), (b) and Section 9.02(b(c) have been satisfied. (e) Immediately prior to the Effective Time, the number of issued shares of Company Common Stock will not exceed 138,500,000 and the number of issued shares of Company Preferred Stock not exceed 10,000,000. (f) The total indebtedness of the Company will not exceed the total indebtedness reflected on the Company's most recent 10K published on or about May 12, 2020. (g) The Company will have residual cash on hand of not less than US$ $10.00. (h) Parent shall have completed a private placement financing transaction or SEC registered offering of shares of Parent Common Stock or Company stock generating not less than US$15,000,000 of gross proceeds at a mutually agreeable price (the "Parent Financing Transaction").

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are subject to the satisfactionsatisfaction (or waiver in writing by Parent), at or prior to the ClosingEffective Time, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained set forth in (i) Section 4.05(a)(i2.8(b) shall be true and correct in all respects, (ii) Section 2.1 (Organization, Qualification, and Subsidiaries), Section 2.3 (Authority), Section 2.18 (Vote Required; Takeover Statutes), and Section 2.19 (Brokers) shall be true and correct in all material respects, without regard to any “materiality” or “Company Material Adverse Effect” qualifications contained in each case at them, on and as of the date of this Agreement Date and at on and as of the Closing Date, as if though made at on and as of such time date (other than any such except for representations and warranties that by their terms address matters only at and made as of another a specified timedate, in the accuracy of which case shall be determined as of that specified date), (iii) Sections 2.2(a), (b) and the first sentence of Section 2.2(d) (Capitalization) shall be true and correct in all material respects only at respects, on and as of the Agreement Date, except for any inaccuracies that do not in the aggregate cause the net amount required to be paid by Parent and Merger Sub in the Merger to increase by greater than a net total amount of $500,000 (in determining such time$500,000 increased cost amount, there shall be a credit or reduction against increased costs resulting from inaccuracies in such representations and warranties for (x) any changes in capitalization matters that occur between the Agreement Date and the Closing Date that are favorable to the Parent such as the lapsing of any outstanding equity or contemplated synthetic equity award as a result of an employee who elects to terminate service prior to the Closing Date and (y) any inaccuracies in such representations and warranties that are favorable to the Parent), and (iiiiv) ARTICLE II (other than the representations and warranties of the Company contained listed in Section 4.10(bclauses (i), (ii) and (iii) above) shall be true and correct at in all respects, without regard to any “materiality” or “Company Material Adverse Effect” qualifications contained in them, on and as of the date of this Agreement Date and at on and as of the Closing Date, as if though made at on and as of such time, and date (iv) all other except for representations and warranties made as of a specified date, the Company contained in this Agreement accuracy of which shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a listdetermined as of that specified date), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), except where the failure of any such representations and warranties representation or warranty to be so true and correct has not had and would not reasonably be expected to havenot, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect.; (b) The the Company shall have performed or complied in all material respects all of its with the covenants and obligations hereunder that the Company is required to be performed by it at comply with or to perform under the Agreement prior to the Closing.Closing Date; (c) Parent and Merger Sub shall have received certificates executed on behalf of the Company by the chief executive officer or chief financial officer of the Company, certifying that the conditions set forth in Sections 5.2(a), 5.2(b) and 5.2(d) have been satisfied; (d) since the Agreement Date, there shall not have occurred a certificate dated Company Material Adverse Effect; and (e) the Company shall have delivered to Parent payoff letters with respect to the indebtedness of the Company and its Subsidiaries for borrowed money set forth on Section 5.2(e) of the Company Disclosure Schedule and outstanding as of the Closing and signed by an executive officer releases of all Liens securing such indebtedness, conditioned only on the payment of the Company certifying that each of the conditions set forth amounts described in Section 9.02(a) and Section 9.02(b) have been satisfiedsuch payoff letters.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate consummate, or cause to be consummated, the Merger are subject to the satisfaction, at or prior to the Closing, satisfaction of the following conditions (additional conditions, any one or more of which may be waived, waived in whole or in part, to the extent permitted writing by Law, by Parent):Parent and Merger Sub: (a) (i) The Each of the representations and warranties of the Company set forth in Sections 4.1, 4.2, 4.3(a), 4.3(b), 4.5 and 4.26 (collectively with the representations and warranties of the Company set forth in Section 4.4, the “Company Fundamental Representations”) shall be true and correct in all material respects as of the date hereof and as of the Closing Date, as if made anew at and as of the Closing Date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, (ii) each of the representations and warranties of the Company set forth in Section 4.4 shall be true and correct, subject only to de minimis exceptions, as of the date hereof and as of the Closing Date, as if made anew at and as of the Closing Date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct, subject only to de minimis exceptions, at and as of such date, (iii) the representation and warranty of the Company set forth in Section 4.24(c) shall be true and correct as of the date hereof, and (iv) the representations and warranties of the Company contained in this Agreement that are qualified by other than the Company Fundamental Representations and the representation and warranty of the Company set forth in Section 4.24(c) (without giving effect to any “Material Adverse Effect Effect” or similar materiality qualification therein) shall be true and correct, in each case at correct as of the date hereof and as of the date of this Agreement and Closing Date, as if made anew at and as of the Closing as if made at and as of such time (other than any such Date, except with respect to representations and warranties that by their terms address matters only at and which speak as of another specified timeto an earlier date, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of such date, except to the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than extent that any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and inaccuracy or omission would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The Each of the covenants of the Company to be performed as of or prior to the Closing shall have been performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Closingrespects. (c) The Company shall have delivered to Parent a certificate signed by an officer of the Company, dated the Closing Date, certifying that the conditions specified in Section 9.2(a) and Merger Sub Section 9.2(b) have been fulfilled. (d) The Stockholder Approval shall have been obtained. (e) Green Equity Investors V, L.P. and Green Equity Investors Side V, L.P. shall have delivered to each Company Stockholder (other than Company Stockholders party to the Stockholder Consent) a Drag-Along Notice (as defined in each of the Stockholders Agreements) with respect to the Merger, in accordance with the terms of the Stockholders Agreements. (f) Since the date of this Agreement, there shall not have occurred any change, event circumstance, or development that shall have had a Material Adverse Effect. (g) The Company shall have delivered to Parent a statement in accordance with Treasury Regulation Section 1.897-2(h) for purposes of satisfying the requirements of Treasury Regulation Section 1.1445-2(c)(3). (h) Parent shall have received the Escrow Agreement duly executed by the Escrow Agent and the Holder Representative. (i) The Company shall have established the Rabbi Trusts in substantially the form attached to the applicable Transitioning Executive Agreements or, if no such form is attached to a certificate dated Transitioning Executive Agreement, in form and substance reasonably acceptable to Parent, and shall have contributed to the Rabbi Trusts (or will cause to be contributed to the Rabbi Trusts as Outstanding Company Expenses on the Closing Date) cash in an aggregate amount equal to the sum of the Closing and signed by an executive officer of the Company certifying that each aggregate amounts payable under the Transitioning Executive Agreements plus the aggregate amount of fees payable to the trustees of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfiedRabbi Trusts under the Rabbi Trusts on or prior the completion of payment under the Rabbi Trusts of all obligations under the Transitioning Executive Agreements.

Conditions to Obligations of Parent and Merger Sub. (a) The obligations of Parent and Merger Sub to consummate complete the Closing and effect the Merger under Article III of this Agreement are further subject to the satisfaction, at satisfaction (or prior to the Closing, waiver in writing by Parent and Merger Sub) of the following conditions (which may be waived, in whole precedent on or in part, to before the extent permitted by Law, by Parent):Effective Time: (a) (i) The representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect Sections 4.1(c)(i)-(iii) and Section 4.1(e), shall be true and correct, in each case at and correct (except for any de minimis inaccuracies) as of the date of this Agreement and at and as of the Closing Date as if though made at and as of such time the Closing Date (other than except to the extent that any such representations representation and warranties that by their terms address matters only at and warranty speaks as of another specified timeany earlier date, in which case such representation and warranty shall be true and correct only at and as of such timeearlier date), ; (ii) the The representations and warranties of the Company contained set forth in Sections 4.1(a), 4.1(c)(iv), 4.2, 4.3(iii), the third sentence of Section 4.05(a)(i4.1(d) and Section 4.18 shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at Agreement, and as of the Closing Date as if though made at and as of such time the Closing Date (other than except to the extent that any such representations representation and warranties that by their terms address matters only at and warranty speaks as of another specified timeany earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) in all material respects only at and as of such time), respects; (iii) the representations and warranties of the Company contained set forth in the first two sentences of Section 4.10(b4.1(b) and the second sentence of Section 4.16 shall be true and correct at and in all respects as of the date of this Agreement and at and as of the Closing Date as if though made at and as of such time, and the Closing Date; and (iv) all other than the representations and warranties listed in the immediately preceding clauses (i), (ii) and (iii), each of the representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing Date (without giving effect to any materiality, Company Material Adverse Effect or like qualifications therein) as if though made at on and as of such date and time (other than except to the extent that any such representations representation and warranties that by their terms address matters only warranty speaks as of another specified timeany earlier date, in which case such representation and warranty shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timeearlier date), except, in the case of this clause (iv)each case, where the failure of for such representations and warranties failures to be so true and correct has not had and as would not reasonably be expected to havenot, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. (b) The Company shall have duly performed and complied with, in all material respects all of its covenants respects, the covenants, obligations and obligations hereunder required agreements contained in this Agreement to be performed and complied with by it at or prior to the Closing. (c) No Company Material Adverse Effect shall have occurred since the date of this Agreement. (d) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer executed on behalf of the Company certifying by its Chief Executive Officer or Chief Financial Officer confirming that each of the conditions set forth in Section 9.02(aclauses (a), (b) and (c) of this Section 9.02(b) 7.2 have been duly satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the Merger are shall also be subject to the satisfaction, satisfaction or waiver by Parent at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties set forth in: (i) Article IV (other than in the case of the Company representations and warranties contained in this Agreement that are qualified by Company Sections 4.4(a) and (b) and 4.12(a)), disregarding all qualifications and exceptions contained therein relating to materiality, Material Adverse Effect or words of similar import, shall be true and correct, in each case at and as of correct on the date of this Agreement hereof and at and as of the Closing Date as if made at on and as of such time dates (other than any such except for representations and warranties that by their terms address matters only at and are made as of another a specified timedate, in which case shall be true and correct only as of such specified date), with only such exceptions as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on MUSA; (ii) Sections 4.4(a) and (b) shall be true and correct on the date hereof and at and as of the Closing Date as if made on and as of such time), dates (ii) the except for representations and warranties that are made as of a specified date, which shall be true and correct only as of such specified date) with only such exceptions as would not, individually or in the Company contained aggregate, (A) result or reasonably be expected to result in the payment of additional amounts under Article II hereof in excess of $100,000 or (B) impose any other liability on Parent, Merger Sub or the Surviving Corporation; and (iii) Section 4.05(a)(i4.12(a) shall be true and correct in all material respects, in each case at and as of respects on the date of this Agreement hereof and at and as of the Closing Date as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at on and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecthereof. (b) The Company MUSA shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as "material" or "Material Adverse Effect," in which case MUSA shall have performed and complied with all of its such covenants and obligations hereunder required to be performed by it at or prior to in all respects through the Closing. (c) Parent and Merger Sub MUSA shall have received delivered to Parent a certificate dated as of the Closing and signed duly executed by an executive authorized officer on behalf of MUSA to the Company certifying effect that each of the conditions specified in Sections 6.2(a) and (b) is satisfied in all respects. (d) The Debt Financing shall have been obtained by Parent and Merger Sub on the terms and conditions set forth in the Debt Financing Agreement, or alternative financing (sufficient, when taken together with the proceeds from the Equity Financing, to pay the Required Amounts) as provided in Section 9.02(a5.2(b) and Section 9.02(b) shall have been satisfiedobtained. (e) The Employment Agreement shall not have been terminated and shall remain in full force and effect as of the Closing Date; provided, however, that a termination of the Employment Agreement or a failure of the Employment Agreement to remain in full force and effect as of the Closing Date shall not be deemed to be a failure of the condition set forth in this Section 6.2(e) if such termination or failure to remain in full force and effect is solely a result of (i) Lourenco Goncalves being unable to perform his duties thereunder xxx xx xxx xxxxx or Disability (as defined in the Employment Agreement), (ii) Lourenco Goncalves's termination thereunder "without Cause" (as xxxxxxx xx xxx Xxxxxyment Agreement) or "without Good Reason" (as defined in the Employment Agreement) or (iii) a commission of an act by Lourenco Goncalves which would not have constituted Cause under xxx Xxxxxxxxxx Xxxeement if the word "significantly" preceded the words "adversely impact" in Section 3(b)(viii) of the Employment Agreement.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are subject to the satisfaction, or waiver (if permissible under applicable Law), by Parent, at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):additional conditions: (a) (i) The each of the representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect shall the first sentence of Section 4.1 and in Section 4.4, Section 4.5(a)(i), Section 4.6, Section 4.10(b), Section 4.28, and Section 4.29 (collectively, the “Fundamental Representations”) must be true and correctcorrect in all material respects (except for the representation and warranty in Section 4.10(b), which must be true and correct in each case at and all respects) as of the date of this Agreement and at as of immediately prior to the Effective Time as though made on and as of immediately prior to the Closing as if made at and as of such time Effective Time (other than except to the extent that any such representations and warranties that by their terms address matters only at and expressly speak as of another specified timedate, in which case shall such representations and warranties will be true and correct only at and in all material respects as of such timeother date), (ii) each of the representations and warranties of the Company contained set forth in Section 4.05(a)(i4.3 (the “Capitalization Representations”) shall must be true and correct in all material respects, in each case at and respects (other than de minimis inaccuracies) as of the date of this Agreement and at as of immediately prior to the Effective Time as though made on and as of immediately prior to the Closing as if made at and as of such time Effective Time (other than except to the extent that any such representations and warranties that by their terms address matters only at and expressly speak as of another specified timedate, in which case shall such representations and warranties will be true and correct in all material respects only at and (other than de minimis inaccuracies) as of such time), other date) and (iii) each of the other representations and warranties of the Company set forth in this Agreement, in each case made as if none of such representations and warranties contained in Section 4.10(b) shall any qualifications or limitations as to “materiality,” “Material Adverse Effect” or similar qualification, must be true and correct at and as of the date of this Agreement and at and as of immediately prior to the Closing Effective Time as if though made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at on and as of such time (other than except to the extent that any such representations and warranties that by their terms address matters only expressly speak as of another specified timedate, in which case shall such representations and warranties will be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timeother date), except, in the case of this clause (iv), except where the failure of such representations and warranties to be so true and correct has as so made had not had and would not reasonably be expected to have a Material Adverse Effect; (b) the Company must have performed or complied in all material respects with all covenants, obligations and agreements required to be performed by it or complied with by it under this Agreement at or prior to the Effective Time; (c) there must not be pending or threatened in writing any Proceeding with respect to which any Governmental Authority is or has threatened in writing to become a party (i) seeking to restrain or prohibit the consummation of the Merger, or seeking to obtain from the Company, Parent, Merger Sub or any other Affiliate of Parent any damages that are material in relation to the Company and the Company Subsidiaries, taken as a whole, (ii) seeking to impose any Burdensome Condition, or (iii) otherwise inquiring into the compliance of the Merger with applicable Competition Laws or Foreign Investment Laws; provided, that the Parties acknowledge and agree that a Party’s receipt of a Specified FTC Letter shall not constitute a pending or threatened Proceeding for purposes of this Section 8.2(c); (d) no Material Adverse Effect must have occurred and no Changes must have occurred that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; and (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing. (ce) Parent and Merger Sub shall must have received a certificate dated as of the Closing and signed by an chief executive officer or the chief financial officer of the Company certifying that each of the conditions matters set forth in Section 9.02(a) 8.2(a), Section 8.2(b), and Section 9.02(b) have been satisfied8.2(d).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other Other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects3.01, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such timeSection 3.02(a), (iii) Section 3.04, Section 3.06 and Section 3.25, the representations and warranties of the Company contained in Section 4.10(b) this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct at in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such timedate (except those representations and warranties that address matters only as of a specified date, and (iv) the accuracy of which shall be determined as of that specified date in all other respects). The representations and warranties of the Company contained in this Agreement Section 3.01, Section 3.02(a), Section 3.04, Section 3.06 and Section 3.25 shall be true and correct (disregarding in all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at respects on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only as of another a specified timedate, in the accuracy of which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and determined as of such timethat specified date in all respects), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and the Members shall have duly performed and complied in all material respects with all of its agreements, covenants and obligations hereunder conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it them prior to or on the Closing Date. (c) No Action shall have been commenced against Parent, Merger Sub or any Member or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 3.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing. (ce) Parent and Merger Sub From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (f) The Company shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that delivered each of the conditions closing deliverables set forth in Section 9.02(a2.03(a) on or before the respective dates set forth for each deliverable. (g) Parent and certain Affiliates of Mxxx Xxxxxx shall have negotiated in good faith and agreed upon the definitive form of leases pursuant to which the Surviving Company shall lease the Real Property and storage tank located thereon used by the Business and located in Fort Lxxxxx, Colorado, including the option for the Surviving Company to purchase such assets. (h) Parent shall have completed its due diligence investigation of the Company and the Business, and shall, in its sole but reasonable discretion, be satisfied with the results of such due diligence investigation, including, but not limited to, (i) satisfactory completion of Parent’s diligence investigation relating to the storage, handling and transport of Hazardous Materials by the Company and (ii) confirmation from Parent’s independent registered public accounting firm that it will be able to audit the Financial Statements and prepare pro forma financial statements within the period required by the Securities and Exchange Commission provided, however, that any change in the information disclosed by the Company to Parent in connection with Parent’s due diligence investigation between the date of this Agreement and the Closing Date that is not material shall not constitute cause for failure of satisfaction of the condition set forth in this Section 9.02(b) have been satisfied7.02(h).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The the representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case Section 3.4 shall be true and correct only at in all respects as of the Effective Time as though made on and as of such time), (ii) the representations and warranties of the Company contained set forth in Section 4.05(a)(i3.3(a) (except for deviations of not more than 0.3% of the number of the Company’s outstanding Shares disclosed in Section 3.3(a)) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and Effective Time as of the Closing as if though made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at on and as of such time), and (iii) the representations and warranties of the Company contained set forth in Section 4.10(bthis Agreement, other than those specified in the foregoing clauses (i) and (ii), shall be true and correct at and as of the date of this Agreement and at and Effective Time as of the Closing as if though made at on and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), except where the failure of any such representations and warranties to be so true and correct (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifiers set forth therein), individually or in the aggregate, has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; provided that, for the purposes of clauses (i), (ii) and (iii), any representation or warranty of the Company set forth in this Agreement that is made only as of a specified date shall be required to be true and correct (subject to standard specified in clause (i), (ii) or (iii), as applicable) only as of such date; (b) The the Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed by by, or complied with by, it under this Agreement at or prior to the Closing.Effective Time; (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer Co-Chief Executive Officers or the Chief Financial Officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 7.2(a) and Section 9.02(b(b) have been satisfied; and (d) the Company shall have filed with the SEC its Annual Report on Form 10-K for the fiscal year ended February 3, 2007.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are shall be subject to the satisfactionfulfillment or written waiver by Parent or Merger Sub, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained set out in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as time of the Closing as if though such representations and warranties were made at and as of such time, and (iv) all other except that the representations and warranties of the Company contained set forth in this Agreement Section 3.4 shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a listupdated as provided in Section 5.11(a), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; (b) The Company shall have performed and complied in all material respects with all of its covenants covenants, conditions, obligations and obligations hereunder agreements required by this Agreement to be performed or complied with by it at the Company on or prior to the Closing.Closing Date; (c) The Company shall have delivered to Parent and Merger Sub a certificate of the Secretary of the Company to the effect that the conditions set forth in Section 6.2(a) and (b) hereof have been satisfied; (d) The Company shall have delivered to Parent and Merger Sub any certificates evidencing the Target Shares and any agreements relating to the Target Shares in accordance with 2.2(a)(i) & (ii); (e) Parent and Merger Sub shall have received completed a certificate dated as due diligence review of the Closing business, operations, assets, intellectual property, financial condition and signed by an executive officer prospects of the Company certifying that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) shall have been satisfied.satisfied with the results of their due diligence review in their sole and absolute discretion; (g) The Company Shareholder Approval shall have been obtained; and

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are Transactions shall be subject to the satisfactionfulfillment or Parent's waiver, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) herein shall be true and correct in all material respects, in each case at respects (giving effect to all qualifications thereof based on ” Materiality,“ '' Company Material Adverse Effect” and as of the date of this Agreement similar qualifications) and at on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another a specified timedate, in the accuracy of which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and determined as of such timethat specified date in all respects), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The completion of the Financial Statements for the periods ended December 31, 2018 and December 31, 2019. (c) The Company shall have duly performed and complied in all material respects with all of its agreements, covenants and obligations hereunder conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date. (d) No Proceeding shall have been commenced against Parent, Merger Sub or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (e) All approvals, consents and waivers that are listed on Section 5.04 of the Disclosure Schedule shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing. (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the Merger are Closing shall be subject to the satisfactionsatisfaction (or waiver in writing by Parent to the extent permitted by applicable Law), at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The Each of the representations and warranties of the Company (i) contained in this Agreement that are qualified by Company Material Adverse Effect (other than the representations and warranties in Section 4.2), without giving effect to any qualification as to materiality contained therein, shall be true and correct, in each case at and correct as of the date of this Agreement and at hereof and as of the Closing Date as if though made at on and as of such time the Closing Date (other than any except to the extent that such representations and warranties that by their terms address matters only at and speak as of another specified timean earlier date, in which case they shall be true and correct only at and as of such timeearlier date), except to the extent that the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect; and (ii) the representations and warranties of the Company contained set forth in Section 4.05(a)(i) 4.2 shall be true and correct in all material respects, in each case at and except for de minimis inaccuracies, as of the date of this Agreement and at hereof and as of the Closing Date as if though made at on and as of such time the Closing Date (other than any except to the extent that such representations and warranties that by their terms address matters only at and speak as of another specified timean earlier date, in which case they shall be true and correct in all material respects only at and respects, except for de minimis inaccuracies, as of such timeearlier date). Certain confidential information contained in this document, marked by [*****], has been omitted because Sportradar Holding AG (iiithe “Company”) has determined that the representations information (i) is not material and warranties (ii) would likely cause competitive harm to the Company if publicly disclosed. (b) Each of the Company covenants and agreements contained in Section 4.10(bthis Agreement to be complied with or performed by the Company and Management Aggregator at or before the Closing shall have been complied with or performed in all material respects by the Company and/or Management Aggregator, as applicable. (c) No event, circumstance, change or condition shall be true and correct at and as of have occurred since the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (bd) The Company shall have performed delivered to the Parent a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that the conditions specified in all material respects all Sections 8.3(a), 8.3(b) and 8.3(c) have been fulfilled. (e) Either (i) the period during which any Company Equityholders can exercise statutory appraisal rights under Section 262 of its covenants the DGCL with respect to the Merger shall have expired and obligations hereunder required Company Equityholders holding [*****] of the Company Capital Stock entitled to be performed exercise such appraisal rights shall have exercised such appraisal rights (to the extent such exercises shall not subsequently have been validly withdrawn or waived) or (ii) Company Equityholders holding [*****] of the Company Capital Stock entitled to exercise such appraisal rights shall have effectively waived such appraisal rights in accordance Section 262 of the DGCL by it at execution of and delivery to the Company of a Consent Agreement. (f) The Company shall have delivered duly executed consents approving or consenting to the transactions contemplated hereby, in form and substance reasonable satisfactory to Parent, from each of the Persons set forth on Section 8.3(f) of the Disclosure Schedule, and such consents shall not have been amended, modified, waived, terminated or revoked prior to the Closing. (cg) Parent and Merger Sub The Company shall have received a certificate dated as of delivered to Parent, the Closing and signed Escrow Agreement, duly executed by an executive officer of the Company certifying that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfiedEquityholder Representative.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfactionsatisfaction (or waiver by Parent, if permissible under Law) at or prior to the Closing, Closing of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in each of Section 4.05(a)(i4.2(a) and (b) (Capitalization) (except for any de minimis inaccuracies therein), Section 4.3 (Authorization; Validity of the Agreement; Company Action), Section 4.4 (Consents and Approvals; No Violations), Section 4.19 (Brokers and Finders), Section 4.20 (Vote Required), Section 4.21 (Company Board Recommendation), and Section 4.23 (State Takeover Statutes) shall be true and correct accurate in all material respects, in each case at and as of the date of this Agreement and at respects both when made and as of the Closing Date as if though made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at on and as of the Closing Date (except to the extent expressly made as if made at and of an earlier date, in which case as of such timedate), and (ivii) all other representations and warranties of the Company contained set forth in this Agreement Article IV shall be true and correct accurate in all respects (disregarding all without giving effect to any materiality or material adverse effect qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at ) both when made and as of the Closing Date as if though made at on and as of such time the Closing Date (other than any such representations and warranties that by their terms address matters only except to the extent expressly made as of another specified timean earlier date, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timedate), except, in the case of this clause (iv), except where the failure of such other representations and warranties to be so true and correct has not had and accurate would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.; (b) The the Company shall have performed have, in all material respects respects, performed or complied with all of its agreements or covenants and obligations hereunder required to be performed or complied with by it under this Agreement at or prior to the Closing.Effective Time; (c) Parent and Merger Sub since the date of this Agreement, no Company Material Adverse Effect shall have received occurred; (d) the Company shall have delivered to Parent a certificate certificate, dated as of the Closing and Date, signed by an executive officer of the Company certifying to the effect that each of the conditions set forth in Section 9.02(aSections 7.2(a), (b) and Section 9.02(b(c) have been satisfied; and (e) Except as disclosed on Schedule 4.10, there shall not be pending or, to the Knowledge of the Company, threatened any Legal Proceeding that could reasonably be expected to have a Company Material Adverse Effect, not otherwise covered by insurance, following the Closing.

Conditions to Obligations of Parent and Merger Sub. The obligations respective obligation of Parent and Merger Sub to consummate the Merger are Closing shall be subject to the satisfactionsatisfaction (or waiver in writing by Parent to the extent permitted by applicable Law), at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties Each of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company (i) contained in this Agreement (other than Sections 4.1 (Organization), 4.2 (Capitalization) (other than Section 4.05(a)(i4.2(g)), 4.3 (Authorization) and 4.24 (No Brokers)), without giving effect to any qualification as to materiality 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 Company Material Adverse Effect; and (ii) contained in Sections 4.1 (Organization), 4.2 (Capitalization) (other than Section 4.2(g)), 4.3 (Authorization) and 4.24 (No Brokers) shall be true and correct in all material respects, in each case at and respects as of the date of this Agreement hereof and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at as of the Closing Date as though made on and as of the Closing Date (except to the extent that such time), (iii) the representations and warranties by their terms speak as of the Company contained an earlier date, in Section 4.10(b) which case they shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such timeearlier date), and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required delivered to be performed by it at or prior to the Closing. (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that each to such effect. (b) Each of the conditions covenants and agreements contained in this Agreement to be performed by the Company at or before the Closing shall have been performed in all material respects by the Company, and the Company shall have delivered to Parent a certificate of an executive officer of the Company to such effect. (c) Since the date hereof, there shall not have been Company Material Adverse Effect, and the Company shall have delivered to Parent a certificate of an executive officer of the Company to such effect. (d) The sum of (i) the aggregate consideration payable to Company Optionholders pursuant to Section 2.4 plus (ii) the Unaccredited Consideration plus (iii) the Series I Consideration shall not exceed the sum of (A) the Estimated Cash Amount plus (B) the Additional Cash Amount, if any, and Parent shall have received sufficient Accredited Investor Questionnaires to enable Parent to make such determination. (e) The Company shall have delivered to Parent a signed Option Letter of Transmittal from each Company Optionholder who signed such letter. (f) The Company shall have delivered to Parent a certificate of good standing of the Company, dated as of a recent date prior to the Closing, issued by the Secretary of State of the State of Delaware. (g) The Company shall have delivered to Parent the Closing Consideration Schedule. (h) The Company shall have delivered to Parent the Certificate of Merger, duly executed by the Company. (i) The Company shall have delivered to Parent resignations, effective as of the Effective Time, from the Persons holding the position of an officer or director of the Company or any of its Subsidiaries set forth on Section 8.3(i) of the Disclosure Schedule. (j) The Company shall have delivered to Parent the Escrow Agreement, duly executed by the Stockholder Representative. (k) The Company shall have delivered to Parent a properly executed statement, dated as of the Closing Date, in a form reasonably acceptable to Parent and that satisfies the requirements of Treasury Regulations Section 9.02(a) 1.1445-2(c)(3), together with the required notice to the IRS and Section 9.02(b) have been satisfiedwritten authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The each of the representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Certificate of Incorporation and Bylaws), Section 3.3(a) (Capitalization), Section 3.4 (Authority), Section 3.5 (No Conflict; Required Filings and Consents) and Section 3.25 (Brokers) shall be true and correctaccurate in all respects, in each case at and case, as of the date of this Agreement and at and as of the Closing date of the Condition Satisfaction as if made at and as of such time (other than unless any such representations and warranties that by their terms address matters representation or warranty is made only at and as of another specified timea specific date, in which case event such representation and warranty shall be so true and correct only at and accurate as of such timespecified date), ; and (ii) each of the other representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respectsaccurate (disregarding any qualifications as to materiality or Material Adverse Effect contained therein), in each case at and case, as of the date of this Agreement and at and as of the Closing date of the Condition Satisfaction as if though made at on and as of such time date (other than unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be so true and accurate as of such specified date), except where the failure of any such representations and warranties that by their terms address matters only at and as of another specified time, referred to in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties ii) to be so true and correct accurate, has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect.; (b) The the Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed by by, or complied with by, it under this Agreement at or prior to the Closing.Effective Time; provided that a breach of Section 5.1 that occurs after the date of the Condition Satisfaction and prior to the Closing shall not result in the failure of the condition contained in this Section 7.2(b) unless such breach of Section 5.1 occurred as a result of the Company’s gross negligence, willful misconduct or willful or intentional breach; (c) Parent since the date of this Agreement and Merger Sub shall have received a certificate dated as of prior to the Closing and signed by an executive officer of the Company certifying date that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfied.is two

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment or Parent's waiver, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other Other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects3.01, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such timeSection 3.02(a), (iii) Section 3.04, Section 3.05, Section 3.06, Section 3.25, Section 3.27, Section 3.28, Section 3.29, Section 3.30, and Section 3.31 the representations and warranties of the Company contained in Section 4.10(b) this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct at in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such timedate (except those representations and warranties that address matters only as of a specified date, and (iv) the accuracy of which shall be determined as of that specified date in all other respects). The representations and warranties of the Company contained in this Agreement Section 3.01, Section 3.02(a), Section 3.04, Section 3.05, Section 3.06, Section 3.25, Section 3.27, Section 3.28, Section 3.29, Section 3.30, and Section 3.31 shall be true and correct (disregarding in all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at respects on and as of the date of this Agreement hereof and at on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only as of another a specified timedate, in the accuracy of which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and determined as of such timethat specified date in all respects), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have duly performed and complied in all material respects with all of its agreements, covenants and obligations hereunder conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date. (c) No Action shall have been commenced against Parent, Merger Sub, the Company or any of its Subsidiaries, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 3.03 of the Disclosure Schedules, or otherwise required in connection with the transactions contemplated under this Agreement, shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing. (ce) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (f) The Company shall have delivered each of the closing deliverables set forth in Section 2.03(a). (g) Holders of no more than 25% of the outstanding shares of Company Common Stock as of immediately prior to the Effective Time, in the aggregate, shall have exercised, or remain entitled to exercise, statutory appraisal rights pursuant to Section 0-000-000 of the CBCA with respect to such shares of Company Common Stock. (h) All consulting agreements (“Consulting Agreements”) by which the Company has agreed to provide its clients (the “Prospective Franchisors”) services related to obtaining regulatory approval to obtain marijuana dispensary licenses shall be in full force and effect, and shall continue to be in full force and effect after the Effective Time (and inure to the benefit of the Surviving Corporation) except for those that have expired in accordance with their terms. (i) All Franchise Agreements shall be in full force and effect, and shall continue to be in full force and effect after the Effective Time (and inure to the benefit of the Surviving Corporation) except for those that have expired in accordance with their terms. (j) [redacted] (k) OCG-CO-RETAIL-T-6702 TOWER, LLC, a Colorado limited liability company and OCG-CO-RETAIL-C-6702 TOWER, LLC, a Colorado limited liability company, and certain other parties shall have entered into the Lease Settlement Agreement, Parent shall have received the fully executed Lease Settlement Agreement, and the Lease Settlement Agreement shall be on terms satisfactory to Parent, in Parent’s sole and absolute discretion. (l) Any and all employment agreements, and any amendments thereto, that were in effect prior to the Closing between the Company and/or any Subsidiary of the Company and Xxxxxxxxx Xxxxxxxx, Xxxx Xxxxxxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxx XX, and any other employment agreement entered into by the Company and/or any Subsidiary of the Company, shall have been terminated on terms satisfactory to Parent in its sole and absolute discretion, and the Company shall have delivered documentation of same to Parent. (m) All officers of the Company and/or any of its Subsidiaries shall have been terminated, the Company shall have delivered documentation of same to Parent, and all such Persons shall have delivered full releases of the Company, its Subsidiaries, Parent, Merger Sub, and their respective Affiliates on terms satisfactory to Parent in its sole and absolute discretion. (n) Each of Xxxxxxxxx Xxxxxxxx, Xxxx Xxxxxxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxx XX, [redacted], Xxxxxx Xxxxxxxxxx shall have delivered to Parent full releases of the Company, its Subsidiaries, Parent, Merger Sub, and their respective Affiliates on term satisfactory to Parent in its sole and absolute discretion (including, without limitation, a full release with respect to any and all employment agreements (and any amendments thereto) and any other Liabilities to any of such individuals). (o) The Company shall have delivered to Parent fully executed Option Cancellation Agreements from each Optionholder, Warrant Cancellation Agreements from each Warrantholder, Note Cancellation Agreements from each holder of a Non-Automatic Convertible Note, and Restricted Stock Unit Cancellation Agreements from each holder of Restricted Stock Units, and all such documents shall be acceptable to Parent in its sole and absolute discretion, and shall include full releases of the Company, its Subsidiaries, Parent, Merger Sub, and their respective Affiliates. (p) Each of the Principals and [redacted] shall have delivered to Parent documentation satisfactory to Parent, in its sole and absolute discretion, as proof of actual cash contributions (made by delivery of cash, check or wire transfer) made by each such Person to the Company and fully reflected as owing to any of Xxxxxxxxx Xxxxxxxx, Xxxx Xxxxxxxxxx, Xxxx Xxxxxx or [redacted] in the Financial Statements of the Company or any of its Subsidiaries. (q) Parent and Merger Sub shall have received a certificate dated as be satisfied, in their sole and absolute discretion, with the results of their due diligence investigation of the Closing Company, and signed with the Disclosure Schedules delivered by an executive officer the Company pursuant to this Agreement. (r) Parent shall have raised at least Four Million Dollars (USD $4,000,000.00) through a private placement of its equity securities after October 1, 2020. (s) Company shall have delivered documentation to Parent, satisfactory to Parent in its sole and absolute discretion, of the settlement of the dispute between the Company and Greystone Technology Group, Inc., and the full release of any Encumbrances related thereto (including, without limitation, the judgement lien in favor of Greystone Technology Group, Inc. (t) All Subsidiaries of the Company certifying that each of the conditions set forth are not engaging in Section 9.02(a) and Section 9.02(b) any business or other activity shall have been satisfieddissolved by the Company on terms satisfactory to Parent in its sole and absolute discretion. (u) Parent shall have received leak out agreements from such of its shareholders as determined by Parent in its sole and absolute discretion, and in a form or forms agreed to by Parent in its sole and absolute discretion. (v) [redacted]

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment or Parent’s waiver, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) Other than the representations and warranties of the Company contained in Sections 3.1, 3.2(a), 3.4 and 3.24, the representations and warranties of the Company contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (ia) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Material Adverse Effect (without giving effect to any references therein to any Material Adverse Effect or other materiality qualifications) or (b) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date). The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect Sections 3.1, 3.2(a), 3.4 and 3.24 shall be have been true and correct, correct in each case at and all material respects as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at on and as of the Closing Date with the same force and effect as if made on and as of such time), date (iii) except to the extent such representations and warranties are specifically made as of the Company contained a particular date, in Section 4.10(b) which case such representations and warranties shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a listdate), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have duly performed and complied in all material respects with all of its agreements, covenants and obligations hereunder conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Action shall have been commenced against Parent, Merger Sub or the Company or any other person involved in the Transactions, which would prevent the Closing; provided such Action is not initiated by Parent, Merger Sub or the Company. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any Transaction including the Significant Subsidiary Acquisitions and Parent Acquisition contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 3.3 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing. (ce) Parent and Merger Sub From the date of this Agreement, there shall not have occurred any Material Adverse Effect. (f) The Company shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that delivered each of the conditions closing deliverables set forth in Section 9.02(a2.3(a). (g) and Holders of no more than ten percent (10%) of the outstanding shares of Company Common Stock as of immediately prior to the Effective Time, in the aggregate, shall have exercised, or remain entitled to exercise, statutory appraisal rights pursuant to Section 9.02(b) have been satisfied1300 seq. of the California Code with respect to such shares of Company Common Stock.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained set forth in this Sections 2.1 (Due Organization; Subsidiaries Etc.), 2.3 (Capitalization, Etc.), 2.5 (first sentence only and not including clause (a) thereof) (Absence of Changes), 2.20 (Authority; Binding Nature of Agreement), 2.21 (Vote Required) and 2.24 (Financial Advisor) of the Agreement that are qualified by Company Material Adverse Effect shall be true and correct, have been accurate in each case at and all material respects as of the date of this Agreement the Agreement, and shall be accurate in all material respects at and as of the Closing Date as if made at on and as of such time Closing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all “Material Adverse Effect” qualifications and other than any materiality qualifications contained in such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time)disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and (iii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable materiality standard as set forth in this Section 6.2(a)) only as of such date). Solely for the purposes of this Section 6.2(a), if one or more inaccuracies in the representations and warranties set forth in Sections 2.1 (Due Organization; Subsidiaries Etc.), 2.3 (Capitalization, Etc.), 2.5 (first sentence only and not including clause (a) thereof) (Absence of Changes), 2.20 (Authority; Binding Nature of Agreement), 2.21 (Vote Required) and 2.24 (Financial Advisor) would cause the aggregate amount required to be paid by Parent or Merger Sub to effectuate the Merger, consummate the Transactions to be consummated on the Closing Date and pay all fees and expenses in connection therewith, whether pursuant to Section 1 or otherwise, to increase by $250,000 or more, such inaccuracy or inaccuracies will be considered material for purposes of this Section 6.2(a). (b) The representations and warranties of the Company contained set forth in Section 4.05(a)(i2.5(b) (No Material Adverse Effect) shall be true and correct have been accurate in all material respects, in each case at and respects as of the date of the Agreement (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and (ii) the truth and correctness of those representations and warranties that address matters only as of a specific date shall be measured (subject to the applicable standard as set forth in this Section 6.2(b)) as of such date). (c) The representations and warranties of the Company set forth in the Agreement (other than those referred to in clauses “a” or “b” above) shall have been accurate in all respects as of the date of the Agreement, and shall be accurate in all respects at and as of the Closing Date as if made at on and as of such time (other than date, except that any inaccuracies in such representations and warranties that by their terms address matters only at and as of another specified timewill be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in a Material Adverse Effect (it being understood that, for purposes of determining the aggregateaccuracy of such representations and warranties, a Company (i) all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and (iii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable materiality standard as set forth above) only as of such date). (bd) The Company shall have performed or complied in all material respects all of its covenants and obligations hereunder with any covenant or obligation that the Company is required to be performed by it at comply with or to perform under the Agreement prior to the ClosingClosing Date, or, if not complied with or performed in all material respects, such noncompliance or failure to perform shall have been cured. (ce) Parent and Merger Sub shall have received a certificate dated as certificates executed on behalf of the Closing and signed Company by an the chief executive officer or chief financial officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 6.2(a), (b), (c), (d) and Section 9.02(b(j) have been satisfied. (f) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect that shall be continuing as of the Closing Date. (g) There shall not have been issued by any court of competent jurisdiction or remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger nor shall any action have been taken, or any Legal Requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or makes illegal, the acceptance for payment of or payment for shares of Company Common Stock or the consummation of the Merger; provided, however, that Parent and Merger Sub shall not be permitted to invoke this Section 6.2(g) unless they shall have taken all actions required under this Agreement to have any such order lifted. (h) There shall not be pending any Legal Proceeding by a Governmental Body having authority over Parent, Merger Sub or any Acquired Corporation (i) challenging or seeking to restrain or prohibit the consummation of the Merger, (ii) seeking to restrain or prohibit Parent’s or its Affiliates ownership or operation of the business of the Acquired Corporations, or of Parent or its Affiliates, or to compel Parent or any of its Affiliates to dispose of or hold separate all or any portion of the business or assets of the Acquired Corporations or of Parent or its Affiliates or (iii) seeking to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to exercise full rights of ownership of the shares of Company Common Stock. (i) Parent shall have received the Bank of America Consent and Waiver, fully executed and in a form acceptable to Parent, and an accurate copy of each other Consent, filing and notice identified in Part 6.2(i) of the Company Disclosure Schedule hereto, each of which Consents shall be in a form reasonably acceptable to Parent. (j) The Amendment and Waivers and Separation Agreements shall continue to be in full force and effect as of the Effective Time. (k) Parent shall have received the resignations of the Acquired Corporations’ respective directors.