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 will be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (i) The representations and warranties of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will shall be further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (a) (i) The the representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(dSections 3.3(a), Section 3.3, Section 3.9, Section 3.29 3.4 and Section 3.30 3.18 of this Agreement shall be true and correct in all respects, (ii) the representations and warranties of the Company set forth in this Agreement other than those specified in the foregoing clause (i) that are qualified as to materiality or Material Adverse Effect shall be true and correct and (iii) the representations and warranties of the Company set forth in this Agreement other than those specified in the foregoing clauses (i) and (ii) that are not so qualified shall be true and correct in all material respects respects, in each case, as of the date of this Agreement and as of the Closing Date with the same force and effect Effective Time as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if though made on and as of such date (other than unless any such representation and or warranty that is expressly made only as of a specific date date, in which event such representation and warranty shall be true and correct or time, which needs only be true and correct in all respects material respects, as the case may be, as of such date or timespecified date), except where the failure of any such representations and warranties referred to in this clause (iii) to be so true and correct correct, in the aggregate, has not had had, and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.; (b) The the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by, or complied with by by, it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.Effective Time; (c) Since the date of this Agreement, there shall not be instituted or pending any action, investigation or proceeding by any Governmental Entity, and there shall not be instituted or pending any action or proceeding by any other person, domestic or foreign, before any Governmental Entity, which is reasonably likely to be determined adversely to Parent, (i) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain or prohibit the consummation of the Merger or seeking to obtain material damages relating to the transactions contemplated by the Merger, (ii) seeking to restrain, prohibit or materially delay the exercise of full rights of ownership or operation by Parent or its subsidiaries of all or any material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or of Parent or any of its subsidiaries, (iii) seeking to impose a Burdensome Condition on Parent or any of its subsidiaries or (iv) that otherwise would reasonably be expected to have occurred a Company Material Adverse Effect.; (d) Parent shall have received a certificate of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (aSection 7.2(a) and (bSection 7.2(b) of this Section 6.2 have been satisfied; (e) each of the Subordinated Debt Termination Agreement, the Trademark License Agreement, the Tax Receivable Termination Agreement and the Employment Agreement shall be in force and effect at the Effective Time, and Xxxxxx X. Xxxxxxxx shall not have rescinded the Employment Agreement or advised Parent that he is unwilling to continue employment with the relevant employing entity specified in the Employment Agreement following the Effective Time; (f) Parent shall have received documentation reasonably satisfactory to it evidencing that all outstanding indebtedness and all other obligations under (i) the Amended and Restated Credit Agreement among the Operating Partnership, the Lenders thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other agents named therein, dated July 19, 2006, as amended, restated, supplemented or otherwise modified (the “Senior Debt Agreement”); and (ii) the Subordinated Credit Agreement shall have been paid, discharged or otherwise terminated so that each of the Senior Debt Agreement and the Subordinated Debt Agreement shall have been effectively terminated by the parties thereto in accordance with its terms, and that all liens and security interests in connection therewith have been released; and (g) Parent shall have received releases and acknowledgements from each party to the Senior Debt Agreement and the Subordinated Debt Agreement that all liens and security interests have been released upon payment to such party of the amount of the indebtedness allocable to such party.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will be are further subject to the satisfaction (or written waiver (where permissiblewaiver, if permissible under applicable Law) at on or prior to the Effective Time of each Closing Date of the following conditions: (a) (i) The representations and warranties of the Company contained set forth in the Agreement (other than in the first sentence of Section 3.1, Section 3.2(d3.1(a), the second and last sentence of Section 3.3, Section 3.9, Section 3.29 3.2(a) and Section 3.30 of this Agreement 3.26) shall be true and correct (individually or in all material respects as of the date of this Agreement aggregate), at and as of the Closing Date with the same force and effect as if made on such date (other than those representations and warranties that address matters only as of a particular date which are true and correct as of such date), except for any representation and warranty that is expressly made as of a specific date or time (which needs only where failure to be true and correct in all material respects (without giving effect to any limitation as of such date to “materiality” or time)“Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effect, and (ii) the representations and warranties of the Company contained set forth in the first sentence of Section 3.1(a), the second and last sentence of Section 3.2(a) and Section 3.26 (except, in the case of the second sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for any de minimis deviations) as variances and any variances resulting from the exercise of Options after the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”hereof) shall be true and correct in all respects as of the date of this Agreement at and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.date; (b) The Company shall have performed and complied in all material respects with the all obligations, agreements and or covenants required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.Closing Date; (c) Since Parent shall have received a certificate signed on behalf of the Company by an officer of the Company to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfied; (d) The Company shall have paid the Contingent Dividend; and (e) Except as set forth on Section 3.6(a) of the Company Disclosure Schedule, from and after the date of this Agreement, there shall not have occurred any event, change, or circumstance that has had or would be reasonably likely to have a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (a) (i) The representations and warranties Each representation or warranty of the Company contained in Section 3.1, Section 3.2(d3.1(a), Section 3.3, Section 3.9, Section 3.29 3.23 and Section 3.30 3.24 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects as of such date or time), (ii) each representation or warranty of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b) and Section 3.2(c) shall be true and correct in all respects (except for de minimis deviationsinaccuracies that would not, individually or in the aggregate, reasonably be expected to cause the aggregate consideration to be paid by Parent and Merger Sub under this Agreement to increase by more than $5,000,000) as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) ), the first sentence of Section 3.31 or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than date, except for any representation and warranty that is expressly made as of a specific date or time, time (which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct as has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred any change, event, development, condition, occurrence or effect or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. (d) Parent Merger Sub shall have received a certificate of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate effect the Merger will be is further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each Closing of the following conditions: (ia) The representations and warranties Except as a result of the Company contained action expressly permitted or expressly consented to in writing by Parent pursuant to Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time)5.1, (iii) the representations and warranties of the Company Andrew contained in this Agreement (other than the first sentence representations and warranties of Section 3.2(aAndrew contained in Sections 4.2, 4.3(a), the first sentence of Section 3.2(b4.3(b), Section 3.2(c4.3(c), Section 3.2(e4.13 and 4.15) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement both when made and as of the Closing Date with the same force and effect Date, as if made on and as of such date, time (except for any representation to the extent such representations and warranty that is warranties are expressly made as of a specific date or time (certain date, in which needs only case such representations and warranties shall be true and correct in all respects (except for de minimis deviations) respects, as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or timedate), except where the failure of such representations and warranties in this clause (iii) 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 with all other such failures to aggregate, a Material Adverse Effect 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 or correctin 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 Company Material Adverse Effectcertain 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 and performed, or complied with, in all material respects with the agreements and covenants respects, all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been curedClosing Date. (c) Since No Material Adverse Change of Andrew shall have occurred since the date of this Agreement, there shall not have occurred a Company Material Adverse EffectAgreement and be continuing. (d) Parent shall have received a an officer’s certificate duly executed by each of the Company, executed by an executive officer Chief Executive Officer and Chief Financial Officer of Andrew to the Company, dated as of the Closing Date, certifying effect that the conditions set forth in subsections Sections 7.2(a), (a) b), and (bc) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will shall be further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (i) The the representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 Sections 3.3 (a) and Section 3.30 of this Agreement 3.18 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect Effective Time as if though made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except for any representation and warranty that is expressly made as of a specific date or time (which needs only failure to be true and correct in all material respects as of such date or time), that would be immaterial to Parent and Merger Sub; and (ii) the other representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 this Agreement shall be true and correct (without giving effect to any limitation on any representation or warranty indicated by the words “Material Adverse Effect”, “in all respects (material respects”, “in any material respect”, “material” or “materially,” except for de minimis deviationsthe limitation set forth in clause (i) of Section 3.8) as of the date of this Agreement and as of the Closing Date with the same force and effect Effective Time, as if though made on and as of such date, the Effective Time (except for any representation and warranty that is to the extent expressly made as of a specific date or time (an earlier date, in which needs only be true and correct in all respects (except for de minimis deviations) case as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or timeearlier date), except where the failure of any such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correctaggregate, a Company Material Adverse Effect. (b) The the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by, or complied with by by, it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.Effective Time; and (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (aSections 7.2(a) and (b) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time Closing, of each of the following conditions: (a) (i) The representations and warranties of the Company contained set forth in Section 3.1Sections 4.2, Section 3.2(d4.5(a), Section 3.3, Section 3.9, Section 3.29 4.21 and Section 3.30 of this Agreement 4.24 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if though made on and as of such date, except for date (unless any such representation and or warranty that is expressly made only as of a specific date date, in which event such representation or time (which needs only warranty shall be true and correct in all material respects only as of such date or time), specific date) and (ii) the other representations and warranties of the Company set forth in this Agreement (disregarding all qualifications and exceptions contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(etherein regarding materiality or a Material Adverse Effect) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made except, in the case of this clause (ii), as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in contemplated by this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of any such representations and warranties in this clause (iii) 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 to havetrue and correct only as of such specific date, individually except as contemplated by this Agreement or in where the aggregate with all other failure of any such failures representation or warranty to be so true or correct, 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 material respects with the agreements and covenants covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.Closing Date; and (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (aSections 7.2(a) and (b) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will and the other transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment (or written waiver (where permissible) Parent’s waiver, to the extent permitted by Law), at or prior to the Effective Time Closing, of each of the following additional conditions: (ia) Other than the representations and warranties of the Company contained in Section 3.01, Section 3.02, Section 3.04, Section 3.06 and Section 3.25, the representations and warranties of the Company contained in this Agreement 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 (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and, subject to Section 5.17(a)(ii), 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 shall be so true and correct as of such date). The representations and warranties of the Company contained in Section 3.13.01, Section 3.2(d)3.02, Section 3.33.04, Section 3.9, Section 3.29 3.06 and Section 3.30 of this Agreement 3.25 shall be true and correct in all material respects (other than de minimis inaccuracy) on and as of the date of this Agreement hereof and, subject to Section 5.17(a)(ii), on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific date or timespecified date, the accuracy of which needs only shall be true and correct in all respects determined as of such date or timethat specified date), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The 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 agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement 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) The Company licenses set forth on Section 8.02(c) of the Disclosure Schedules shall each be valid and in full force and effect, with no violations having been experienced, noted or recorded, which violations have not been cured to the satisfaction of Parent in its sole discretion as of the Closing Date, and no Proceeding pending or threatened to revoke or limit such licenses on the Closing Date. (d) The Requisite Company Vote and Company Board Recommendation shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing, or any breach or failure to do so shall have been cured. (ce) Since 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 Company Material Adverse Effect. (df) Parent The Company shall have received a certificate delivered each of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions closing deliverables set forth in subsections Section 2.03(a). (ag) and No holders of any outstanding shares of Company Stock as of immediately prior to the Effective Time shall have exercised, or remain entitled to exercise, statutory appraisal rights pursuant to the DGCL with respect to such shares of Company Stock. (bh) of this Section 6.2 The Company Entities shall have Cash in an amount not less than the Minimum Cash Amount. (i) The Exchange Approval shall have been satisfiedreceived. (j) The Company shall have delivered to Parent (or the Exchange Agent if applicable) a Letter of Transmittal properly completed and duly executed by each Stockholder (other than any Dissenting Stockholders) with respect to all the Shares and delivered to Parent Written Consents contemplated by Section 5.5(b). (k) The Company Incentive Plan shall have been terminated. (l) The Third-Party Consents shall have been received in form and substance reasonably satisfactory to Parent, and no such consent, authorization, order and approval shall have been revoked.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) Other than the representations and warranties of the Company contained in Section 3.01 (Organization and Qualification of the Company), Section 3.02(a) (Authority), Section 3.04 (Capitalization), and Section 3.21 (Brokers), 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 (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 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 Section 3.1, Section 3.2(d3.01 (Organization and Qualification of the Company), Section 3.33.02(a) (Authority), Section 3.9, Section 3.29 3.04 (Capitalization) and Section 3.30 of this Agreement 3.21 (Brokers) shall be true and correct in all material respects on and as of the date of this Agreement hereof and on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The 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 agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement 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, or any breach or failure to do so shall have been cured. (ce) Since From the date of this Agreement, there shall not have occurred a Company any Material Adverse EffectEffect 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. (df) Parent The Company shall have received a certificate delivered to Parent the following: (i) resignations of the Companydirectors and officers of the Company pursuant to Section 5.06; (ii) the Audited Financial Statements pursuant to Section 5.15; (iii) a certificate, executed dated the Closing Date and signed by an executive a duly authorized officer of the Company, dated as that each of the Closing Date, certifying that the conditions set forth in subsections (aSection 7.02(a) and (bSection 7.02(b) of this Section 6.2 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 the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following 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 Section 3.1this Agreement, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 the Ancillary Documents and Section 3.30 of this Agreement 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 (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 on and as of the Closing Date with the same force and effect as if though made on at and as of such date, date (except for any representation those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time (which needs only be true and correct in all material respects as of such date or timerespects), and (ii) the Fundamental Representations and the representations and warranties of the Company contained set forth in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e3.22 (Tax Matters) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) on and as of the date of this Agreement hereof and on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.; (b) The the Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement; (c) no Action shall have been commenced against Parent, Merger Sub or the agreements Company that would prevent the Closing, and covenants 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 Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to be performed or complied with by it under this Agreement Parent at or prior to the Closing, or any breach or failure to do so shall have been cured.; (ce) Since the date of this Agreement, there shall not have occurred a Company 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; (df) Parent the Company shall have received a certificate delivered each of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions closing deliverables set forth in subsections Section 2.3(a); and (ag) and Persons holding no more than five percent (b5%) of this 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 6.2 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 the Merger will be are subject to the satisfaction or written waiver of the following further conditions: (where permissiblei) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time of each of the following conditions: (i) The representations and warranties of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time)Time, (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of in any certificate or other writing delivered by the Closing Date with the same force Company pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other such representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement material respects, in each case at and as of the Closing Date with the same force and effect Effective Time as if made on at and as of such date time (other than any representation and warranty that is except to the extent expressly made as of a specific date or timean earlier date, in which needs only be true and correct in all respects case as of such date or timeearlier date), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed signed by an executive a duly authorized officer of the Company, dated as of Company to the Closing Date, certifying that the conditions set forth in subsections (a) and foregoing effect; (b) no court, arbitrator or governmental body, agency or authority, domestic or foreign, shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting the consummation of the Merger or the effective operation of the business of the Company and its Subsidiaries after the Effective Time; and (c) the financing contemplated by the Commitment Letter to be provided by the Bank shall have been completed on substantially the terms and conditions identified in such Commitment Letter or on such other terms and conditions or involving such other financing sources, as are acceptable to Parent and the Company and are not materially more onerous; provided, however, that this condition shall be deemed satisfied if the failure of this Section 6.2 have been satisfiedcondition is due to a willful breach by Parent or Merger Sub of any covenant or willful failure to perform any agreement or a willful breach by Parent or Merger Sub of any representation or warranty contained in the Financing Agreements with the Bank.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will shall be further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (a) (i) The representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement Sections 3.3(a) shall be true and correct in all material respects (except for any immaterial deviations), as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date, time (except for any representation representations and warranty that is expressly warranties made only as of a specific date or time (specified date, which needs only shall be true and correct in all material respects only as of such date or timethe specified date), ; and (ii) each of the other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the first sentence of Section 3.2(aCompany pursuant to this Agreement (disregarding all materiality or Company Material Adverse Effect qualifications and exceptions or any similar standard or qualification contained therein), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date, that time (except for any representation representations and warranty that is expressly warranties made only as of a specific date or time (specified date, which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or timespecified date), except where to the failure extent that all failures of such representations and warranties in this clause (iii) to be so true and correct has not had (disregarding all materiality or Company Material Adverse Effect qualifications and exceptions or any similar standard or qualification contained therein), individually or in the aggregate, would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, have a Company Material Adverse EffectEffect or prevent, materially delay or materially impede the ability of the Company to timely consummate the Merger or the other transactions contemplated by this Agreement. (b) The Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been curedClosing Date. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (aSections 7.2(a) and (b) of this Section 6.2 have been satisfied. (d) The aggregate number of shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by holders who have exercised appraisal rights or provided notice of the intention to exercise appraisal rights in accordance with the provisions of Part 13 of the MBCA shall constitute less than ten percent (10%) of the shares of Common Stock outstanding as of the date of this Agreement, as set forth in Section 3.3(a)(i).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will be are, in addition to the conditions set forth in Section 6.1 (Conditions to the Obligations of Each Party), further subject to the satisfaction or written (to the extent not prohibited by Law) waiver (where permissible) by Parent at or prior to the Effective Time of each of the following conditions: (ia) The representations and warranties each of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in this Agreement, without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true and correct both when made and as of the first sentence Closing Date, as if made at and as of Section 3.2(asuch time (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct as would not have a Company Material Adverse Effect; provided, however, that the first sentence of representations and warranties contained in (i) Section 3.2(b3.1(a) (Organization and Qualification; Subsidiaries), Section 3.2(c3.3(a) (Authority Relative to Agreement), Section 3.2(e3.19 (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 both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), (ii) Section 3.2(a) and Section 3.2(b) (with respect to the first and second sentences of Section 3.33 Company only) shall be true and correct in all respects (except for such inaccuracies as are de minimis deviationsin the aggregate) as of the date of this Agreement both when made and at and as of the Closing Date with the same force and effect Date, as if made on at and as of such date, time (except for any representation to the extent such representations and warranty that is warranties are expressly made as of a specific date or time (date, in which needs only case such representations and warranties shall be so true and correct in all respects (except for de minimis deviations) as of such specific date or time) only), and (iii) all other representations Section 3.3(b) (Authority Relative to Agreement) and warranties the second sentence of the Company contained in this Agreement Section 3.9 (without giving effect to any references to any Company Material Adverse Effect Absence of Certain Changes or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”Events) shall be true and correct in all respects as of the date of this Agreement both when made and at and as of the Closing Date with the same force and effect as if made on at and as of such date time (other than any representation except to the extent such representations and warranty that is warranties are expressly made as of a specific date or timedate, in which needs only be true and correct in all respects as of such date or time), except where the failure of case such representations and warranties in this clause (iii) to shall be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other as of such failures to be true or correct, a Company Material Adverse Effect.specific date only); (b) The the Company shall have performed and complied complied, as applicable, in all material respects with the its obligations, covenants and agreements and covenants required under this Agreement to be performed or complied with by it under this Agreement at on or prior to the Closing, or any breach or failure to do so shall have been cured.Closing Date; (c) Since since the date of this Agreementhereof, there shall not have occurred been a Company Material Adverse Effect.; and (d) Parent the Company shall have received delivered a certificate of the Company, executed by an executive officer of the Companyto Parent, dated as of the Closing DateDate and duly executed by a senior executive officer (or similar authorized person) of the Company, certifying to the effect that the conditions set forth in subsections (aSections 6.2(a), 6.2(b) and (b6.2(c) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will shall be further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (ia) The the representations and warranties of the Company contained set forth in Section 3.1this Agreement shall be true and correct both when made and as of the Closing Date (unless any such representation or warranty is made only as of a specific date, Section 3.2(din which event such representation and warranty shall be true and correct as of such 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), Section in the aggregate, has not had, and would not reasonably be expected to have a Material Adverse Effect; provided that, the representations and warranties of the Company set forth in (x) Sections 3.3, Section 3.9, Section 3.29 3.4 and Section 3.30 of this Agreement 3.15 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iiiy) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”3.9(a) shall be true and correct in all respects as of without disregarding the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.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 material respects with the agreements and covenants covenants, required to be performed performed, or complied with with, by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.Effective Time; and (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (aSections 7.2(a) and (b) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate effect the Merger will be is further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each Closing of the following 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 representations and warranties of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth and warranties of the Company contained in Section 3.11(b) or in the term “Company Material Contract”Sections 3.1, 3.2, 3.3, 3.19 and 3.20) shall be true and correct in all respects as of the date of this Agreement both when made and as of the Closing Date with the same force and effect Date, as if made on and as of such date time (other than any representation except to the extent such representations and warranty that is warranties are expressly made as of a specific date or timecertain date, in which needs only case such representations and warranties shall be true and correct in all respects respects, as of such date or timedate), except where the failure of such representations and warranties in this clause (iii) 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 with all other such failures to aggregate, a Material Adverse Effect 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 or correctin 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 Company Material Adverse Effectcertain date, in which case such representations and warranties shall be true in all respects, as of such date). (b) The Company shall have performed and performed, or complied with, in all material respects with the agreements and covenants respects, all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been curedClosing Date. (c) Since No Material Adverse Change of the Company shall have occurred since the date of this Agreement, there shall not have occurred a Company Material Adverse EffectAgreement and be continuing. (d) Parent shall have received a an officer’s certificate duly executed by each of the Company, executed by an executive officer Chief Executive Officer and Chief Financial Officer of the Company, dated as of Company to the Closing Date, certifying effect that the conditions set forth in subsections Sections 7.2(a), (ab) and (bc) of this Section 6.2 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 the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) The representations and warranties of the Company contained in Section 3.1this Agreement, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 the Ancillary Documents and Section 3.30 of this Agreement 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 (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 on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The 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 agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement 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, 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 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, or any breach or failure to do so shall have been cured. (ce) Since From the date of this Agreement, there shall not have occurred a Company any Material Adverse EffectEffect on 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 on the Company. (df) Parent The Company shall have received a certificate delivered each of the Company, executed by an executive officer closing deliverables set forth in Section 2.03(a). (g) None of the Company, dated Founders have terminated their employment with the Company or indicated their intention to do so and each of the Founders Agreements remain in place and have not been breached or challenged by any Founders. (h) All Options have been exercised or will be terminated as of the Closing Date, certifying that the conditions set forth in subsections Effective Time. (ai) and (b) of this Section 6.2 All Convertible Notes have been satisfiedconverted into shares of Company Note Conversion Common Stock.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent's waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) The representations and warranties of the Company Target contained in Section 3.1this Agreement, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 the Ancillary Documents and Section 3.30 of this Agreement 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 (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 on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The Company Target shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement prior to or on the Closing Date. (c) No Action shall have been commenced against Parent, Merger Sub or the Target, 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, or any breach or failure to do so shall have been cured. (ce) Since 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 Company Material Adverse Effect. (df) Parent The Target shall have received a certificate delivered each of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions closing deliverables set forth in subsections (a) and (b) of this Section 6.2 have been satisfied2.04(a).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will be are subject to the satisfaction satisfaction, or written waiver (where permissibleif permissible under applicable Law) at by Parent, on or prior to the Effective Time of each of the following additional conditions: (ia) The each of the representations and warranties of the Company contained set forth in this Agreement (other than in the first sentence of Section 3.14.1, Section 3.2(d4.3(a), the first sentence of Section 4.3(b), the first sentence of Section 4.3(c), Section 3.34.4, Section 3.94.5(a)(i), Section 3.29 4.6, Section 4.10(b) and Section 3.30 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 as of the date of this Agreement shall 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), except where the failure of such representations and warranties to be true and correct as so made had not had and would not be reasonably expected to have, individually or in the aggregate, a 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 Date with the same force and effect as if though made on and as of such time (except to the extent that any such representations and warranties expressly speak as of another date, except for any representation in which case such representations and warranty that is expressly made as of a specific date or time (which needs only warranties must be true and correct in all material respects as of such date or timeother date), (ii) each of the representations and warranties of the Company contained set forth in the first sentence of Section 3.2(a4.3(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e4.3(b) and the first and second sentences sentence of Section 3.33 shall 4.3(c) must be true and correct in all respects (except for in each case, other than de minimis deviationsbreaches) as of the date of this Agreement and as of the Closing Date with the same force and effect as if though made on and as of such time (except to the extent that any such representations and warranties expressly speak as of another date, except for any representation in which case such representations and warranty that is expressly made as of a specific date or time (which needs only warranties will be true and correct in all respects (except for de minimis deviations) as of such date or timeother date) and (iii) all other representations the representation and warranties warranty of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b4.10(b) or in the term “Company Material Contract”) shall must be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if though made on and as of such date (other than any representation and warranty that is expressly made as time. Parent must have received a certificate of a specific date the chief executive officer or time, which needs only be true and correct in all respects as the chief financial officer of the Company to such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.effect; and (b) The the Company shall must have performed and or complied in all material respects with the all covenants and agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) and Parent shall must have received a certificate of the Company, executed by an chief executive officer or the chief financial officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfiedCompany to such effect.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) The Other than the representations and warranties of the Company FSH contained in Section 3.13.01, Section 3.2(d3.02(a), Section 3.33.04, Section 3.9, Section 3.29 3.06 and Section 3.30 3.28, the representations and warranties of FSH contained in this Agreement 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 (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 on and as of the Closing Date with the same force and effect as if though made on at and as of such date, date (except for any representation those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time (which needs only be true and correct in all material respects as of such date or timerespects), (ii) the . The representations and warranties of the Company FSH contained in the first sentence of Section 3.2(a)3.01, the first sentence of Section 3.2(b3.02(a), Section 3.2(c)3.04, Section 3.2(e) 3.06 and the first and second sentences of Section 3.33 3.28 shall be true and correct in all respects (except for de minimis deviations) on and as of the date of this Agreement hereof and on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, 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 agreements and covenants Ancillary Documents to be performed or complied with by it under 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 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 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 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 Parent at or prior to the Closing, or any breach or failure to do so shall have been cured. (cg) Since 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 Company Material Adverse Effect. (dh) Parent 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 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. (j) FSH shall have delivered each of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions closing deliverables set forth in subsections (a) and (b) of this Section 6.2 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 will be are further subject to the satisfaction (or written waiver (where permissibleby Parent and Merger Sub) at on or prior to the Effective Time of each Closing Date of the following conditions: (ia) Representations and Warranties of the Company. The representations and warranties of the Company contained (i) set forth in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 3.07(i) and Section 3.30 3.07(ii) (Absence of this Agreement Certain Changes or Events) shall be true and correct as of the date hereof and at and as of the Closing Date as though made at and as of such date; (ii) set forth in Section 3.01 (Organization, Standing and Power), Section 3.03(b) and (d) (Subsidiaries), Section 3.04 (Authority; Execution and Delivery; Enforceability) and Section 3.21 (Brokers and Other Advisors) shall be true and correct (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 of this Agreement hereof and at and as of the Closing Date with the same force and effect as if though made on at and as of such date, date (except for any to the extent such representation and warranty that is expressly made as of relates to a specific specified date or time (in which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on case at and as of such specified date)), except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b3.02(a) or in the term “Company Material Contract”through (d) (Capital Structure) shall be true and correct in all respects as of the date of this Agreement hereof and at and as of the Closing Date with the same force and effect as if though made on at and as of such date (other than any except to the extent such representation and warranty that is expressly made relates to a specified date (in which case at and as of a specific date or timesuch specified date)), which needs only other than for de minimis inaccuracies, and (iv) set forth in Article III, other than those specified in the foregoing clauses (i) through (iii), shall be true and correct in all respects (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) as of the date hereof and at and as of the Closing Date as though made at and as of such date or time(except to the extent such representation and warranty expressly relates to a specified date (in which case at and as of such specified date)), except where the failure of other than for such representations and warranties in this clause (iii) failures to be so true and correct has not had and that would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correctaggregate, a Company Material Adverse Effect.; (b) Performance of Obligations of the Company. The Company shall have performed and complied in all material respects with the all obligations, covenants and agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfied.Effective Time;

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate complete the Merger will be are subject to the satisfaction following conditions (any or written waiver (where permissible) all of which may be waived by Parent at or any time prior to the Effective Time of each of the following conditions:Time): (ia) The representations and warranties of the Company contained (i) set forth in Section 3.1, Section 3.2(d3.1(a), Section 3.33.1(b), Section 3.9, Section 3.29 3.1(g) and Section 3.30 of this Agreement shall 7.1 (the “Company Fundamental Representations”) will be true and correct in all material respects as of the date of this Agreement and as of on the Closing Date with the same force and effect as if though made on and as of such date, that date (except for that any representation and warranty that is relates expressly made as of to a specific specified date or time (which needs a specified period need only be to have been true and correct in all material respects as of such with regard to the specified date or time), period) and (ii) the all representations and warranties of the Company contained in other than the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall Company Fundamental Representations will be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of on the Closing Date with the same force and effect as if though made on and as of such date, that date (except for that any representation and warranty that is relates expressly made as of to a specific specified date or time (which needs a specified period need only be to have been true and correct in all respects (with regard to the specified date or period), except for de minimis deviations) as where failures of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement to be so true and correct (without giving effect to any references to any Company materiality or Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or timetherein), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has aggregate, have not had and would not be reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, have a Company Material Adverse EffectEffect on the Company, and the Company will have delivered to Parent a certificate dated the Closing Date and signed by an officer of the Company to that effect. (b) The Company shall will have performed and complied fulfilled in all material respects with the agreements and covenants to be performed or complied with by it all its obligations under this Agreement at or prior required to the Closing, or any breach or failure to do so shall have been curedfulfilled on or before the Closing Date, and the Company will have delivered to Parent a certificate dated the Closing Date and signed by an officer of the Company to that effect. (c) No order issued by any court of competent jurisdiction or other Governmental Authority will be in force that invalidates this Agreement or restrains Parent or Merger Sub from completing the Merger. (d) Since the date of this Agreement, there shall no events have occurred, or conditions that did not exist at the date of this Agreement come into being, that in aggregate have occurred or have had a Company Material Adverse EffectEffect on the Company. (de) Parent’s stockholders will have approved the Parent shall Certificate Amendment and the issuance of Parent Stock in the Merger as contemplated by this Agreement (together, the “Parent Stockholder Approval). (f) The Registration Statement will have received a certificate become effective under the Securities Act, no stop order suspending the effectiveness of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying Registration Statement will be in effect and no proceedings for that the conditions set forth in subsections (a) and (b) of this Section 6.2 purpose will have been satisfiedinitiated or threatened in writing by the SEC. (g) The shares of Parent Stock that will constitute Merger Consideration will have been authorized and approved for listing on the NYSE.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be are subject to the satisfaction or written waiver (where permissible) satisfaction, at or prior to the Effective Time of each Closing, of the following conditions: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 Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement that are qualified by Company Material Adverse Effect shall be true and correct correct, in all material respects each case at and as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if made on at and as of such date, except for time (other than any representation such representations and warranty warranties that is expressly made by their terms address matters only at and as of a specific date or time (another specified time, in which needs only case shall be true and correct in all material respects only at and as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e4.05(a)(i) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) material respects, in each case at and as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if made on at and as of such date, except for time (other than any representation such representations and warranty warranties that is expressly made by their terms address matters only at and as of a specific date or time (another specified time, in which needs only case shall be true and correct in all material respects (except for de minimis deviations) 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 or of this Agreement and at and as of the Closing as if made at and as of such time) , and (iiiiv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (without giving effect to any references to any Company Material Adverse Effect or disregarding all materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth any such qualifications with respect to a list), in Section 3.11(b) or in the term “Company Material Contract”) shall be true each case at and correct in all respects as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if made on at and as of such date time (other than any representation such representations and warranty warranties that is expressly made by their terms address matters only as of a specific date or another specified time, in which needs only case shall be true and correct in (disregarding all respects materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such date or time), except except, in the case of this clause (iv), where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correctaggregate, a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects with the agreements all of its covenants and covenants obligations hereunder required to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent and Merger Sub shall have received a certificate dated as of the Company, executed Closing and signed by an executive officer of the Company, dated as of the Closing Date, Company certifying that each of the conditions set forth in subsections (aSection 9.02(a) and (bSection 9.02(b) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will shall be further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (a) (i) The each of the representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(d3.1 (Organization and Qualification; Subsidiaries), Section 3.33.2 (Certificate of Incorporation and Bylaws), Section 3.93.3(a) (Capitalization), Section 3.29 3.4 (Authority), Section 3.5 (No Conflict; Required Filings and Consents) and Section 3.30 of this Agreement 3.25 (Brokers) shall be true and correct accurate in all material respects respects, in each case, as of the date of this Agreement and as of the Closing Date with date of the same force and effect Condition Satisfaction as if made on at and as of such date, except for time (unless any such representation and or warranty that is expressly made only as of a specific date or time (date, in which needs only event such representation and warranty shall be so true and correct in all material respects accurate as of such date or timespecified date), ; and (ii) each of the other representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct accurate (disregarding any qualifications as to materiality or Material Adverse Effect contained therein), in all respects (except for de minimis deviations) each case, as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects Condition Satisfaction as of the date of this Agreement and as of the Closing Date with the same force and effect as if though made on and as of such date (other than unless any such representation and or warranty that is expressly made only as of a specific date or timedate, in which needs only event such representation and warranty shall be so true and correct in all respects accurate as of such date or timespecified date), except where the failure of any such representations and warranties referred to in this clause (iiiii) to be so true and correct accurate, has not had and would not not, individually or in the aggregate, reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.; (b) The the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by, or complied with by by, it under this Agreement at or prior to the ClosingEffective 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 any breach willful or failure to do so shall have been cured.intentional breach; (c) Since since the date of this AgreementAgreement and prior to the date that is two (2) business days following the date of the Condition Satisfaction, there shall not have occurred a Company 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 shall have received a certificate of the Company, executed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections Section 7.2(a), (ab) and (bc) of this Section 6.2 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 will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) 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 3.25, the representations and warranties of the Company contained in this Agreement, 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 (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 Section 3.13.01, Section 3.2(d3.02(a), Section 3.33.04, Section 3.9, Section 3.29 3.06 and Section 3.30 of this Agreement 3.25 shall be true and correct in all material respects on and as of the date of this Agreement hereof and on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The Company shall have duly performed and complied in all material respects with the agreements all agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by it under this Agreement 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, or any breach or failure to do so shall have been cured. (ce) Since 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 Company Material Adverse Effect. (df) Parent The Company shall have received a certificate delivered each of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions closing deliverables set forth in subsections (a) and (b) of this Section 6.2 have been satisfied2.03(a).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will and the other transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment (or written waiver (where permissible) Parent’s waiver, to the extent permitted by Law), at or prior to the Effective Time Closing, of each of the following additional conditions: (ia) Other than the representations and warranties of the Company contained in Section 3.01, Section 3.02, Section 3.04, Section 3.06 and Section 3.25, the representations and warranties of the Company contained in this Agreement 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 (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and, subject to Section 5.17(a)(ii), 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 shall be so true and correct as of such date). The representations and warranties of the Company contained in Section 3.13.01, Section 3.2(d)3.02, Section 3.33.04, Section 3.9, Section 3.29 3.06 and Section 3.30 of this Agreement 3.25 shall be true and correct in all material respects (other than de minimis inaccuracy) on and as of the date of this Agreement hereof and, subject to Section 5.17(a)(ii), on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific date or timespecified date, the accuracy of which needs only shall be true and correct in all respects determined as of such date or timethat specified date), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The 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 agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement 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) The Company licenses set forth on Section 8.02(c) of the Disclosure Schedules shall each be valid and in full force and effect, with no violations having been experienced, noted or recorded, which violations have not been cured to the satisfaction of Parent in its sole discretion as of the Closing Date, and no Proceeding pending or threatened to revoke or limit such licenses on the Closing Date. (d) The Requisite Company Vote and Company Board Recommendation shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing, or any breach or failure to do so shall have been cured. (ce) Since 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 Company Material Adverse Effect. (df) Parent The Company shall have received a certificate delivered each of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions closing deliverables set forth in subsections Section 2.03(a). (ag) and No holders of any outstanding shares of Company Stock as of immediately prior to the Effective Time shall have exercised, or remain entitled to exercise, statutory appraisal rights pursuant to the Nevada Act with respect to such shares of Company Stock. (bh) of this Section 6.2 The Company Entities shall have Cash in an amount not less than the Minimum Cash Amount. (i) The Exchange Approval shall have been satisfiedreceived. (j) The Company shall have delivered to Parent (or the Exchange Agent if applicable) a Letter of Transmittal properly completed and duly executed by each Stockholder (other than any Dissenting Stockholders) with respect to all the Shares and delivered to Parent Written Consents contemplated by Section 5.5(b). (k) The Company Incentive Plan shall have been terminated. (i) The Third-Party Consents shall have been received in form and substance reasonably satisfactory to Parent, and no such consent, authorization, order and approval shall have been revoked.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (a) (i) The representations and warranties of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 3.34 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Xxxxxx Sub to consummate the Merger will be transactions contemplated by this Agreement is subject to the satisfaction satisfaction, or written the waiver in Parent’s sole and absolute discretion, of all the following further conditions: (where permissiblea) The Company shall have duly performed or complied with, in all material respects, all of its covenants, agreements and obligations hereunder required to be performed or complied with (without giving effect to any “in all material respects” qualifiers contained therein) by the Company at or prior to the Effective Time of each of the following conditions:Closing Date. (ib) The representations and warranties of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company materiality or “Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality Effect” or similar phrases contained qualifications therein), other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) Fundamental Representations, shall be true and correct in all respects as of the date of this Agreement and, after taking into account the completion of the Restructuring and full compliance with the Supply and License Agreement and/or the Shared Services Agreement, as of the Closing Date with the same force and effect Date, as if made on at and as of such date (other than except to the extent that any such representation and warranty that is expressly made as of a specific date or timedate, in which needs only case such representation and warranty shall be true and correct in all respects at and as of such date or timespecific date), except where the failure of for, in each case, such representations and warranties in this clause (iii) failures to be so true and correct has not had and as would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correctaggregate, a Company Material Adverse Effect. (bc) The Company Fundamental Representations shall have performed be true and complied correct in all material respects at and as of the date of this Agreement and, after taking into account the completion of the Restructuring and full compliance with the agreements Supply and covenants to be performed or complied with by it under this License Agreement and/or the Shared Services Agreement, as of the Closing Date, as if made at or prior and as of such date (except to the Closingextent that any such representation and warranty is made as of a specific date, or any breach or failure to do so in which case such representation and warranty shall have been curedbe true and correct at and as of such specific date). (cd) Since the date of this Agreement, there shall not have occurred and be continuing any Effect in respect of the Company Group that individually, or together with any other Effect, has had or would reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (de) Parent shall have received a certificate of the Company, executed by an executive officer of the Companycertificate, dated as of the Closing Date, signed by the Chief Executive Officer of the Company, in such Person’s capacity as an officer of the Company and not in such Person’s individual capacity, certifying that the conditions set forth in subsections accuracy of the provisions of the foregoing clauses (a) ), (b), and (bc) of this Section 6.2 9.2. (f) Parent shall have received a certificate, dated as of the Closing Date, signed by the Secretary of the Company, in such Person’s capacity as an officer of the Company and not in such Person’s individual capacity, attaching true, correct and complete copies of: (i) the Company Articles of Incorporation, certified as of a recent date by the Secretary of State of the State of Ohio; (ii) the Company’s Bylaws; (iii) copies of resolutions duly adopted by the Board of Directors of the Company approving this Agreement, the Additional Agreements to which the Company is a party and the transactions contemplated hereby and thereby and the G3 Stockholder Written Consent; and (iv) a certificate of good standing of the Company, certified as of a recent date by the Secretary of State of the State of Ohio. (g) Each of the Company, G3, Arbor Lake Capital and the G3 Securityholders, as applicable, shall have duly executed and delivered to Parent a copy of each Additional Agreement to which the Company, G3 or such G3 Securityholder, as applicable, is a party. (h) G3 and Arbor Lake Capital shall have delivered to Parent a duly executed IRS Form W-9; provided, however, notwithstanding anything to the contrary, in the event the Company fails to deliver such certificate, the transaction shall nonetheless be able to close and Parent shall be entitled to make a proper withholding of Tax pursuant to Section 3.6. (i) The Company shall have obtained each Company Consent set forth on Schedule 4.8. (j) The Company shall have delivered to Parent the financial statements required to be included in the Parent SEC Documents and the 2022 Audited Financial Statements prior to March 15, 2023. (k) G3 and Arbor Lake Capital shall have entered into the Company Lock-Up Agreement with respect to the Merger Consideration Shares covered thereby. (l) G3 and the Company shall have complied with the terms of the Contribution Agreement and the Restructuring shall have been satisfiedcompleted. (m) G3 and the Company shall have agreed to enter into the Supply and License Agreement and the Shared Services Agreement.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will and the other transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment (or written waiver (where permissible) Parent’s waiver, to the extent permitted by Law), at or prior to the Effective Time Closing, of each of the following additional conditions: (ia) Other than the representations and warranties of the Company contained in Section 3.01, Section 3.02, Section 3.04, Section 3.06 and Section 3.25, the representations and warranties of the Company contained in this Agreement 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 (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and, subject to Section 5.17(a)(ii), 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 shall be so true and correct as of such date). The representations and warranties of the Company contained in Section 3.13.01, Section 3.2(d)3.02, Section 3.33.04, Section 3.9, Section 3.29 3.06 and Section 3.30 of this Agreement 3.25 shall be true and correct in all material respects (other than de minimis inaccuracy) on and as of the date of this Agreement hereof and, subject to Section 5.17(a)(ii), on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific date or timespecified date, the accuracy of which needs only shall be true and correct in all respects determined as of such date or timethat specified date), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The 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 agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement 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) The Company licenses set forth on Section 8.02(c) of the Disclosure Schedules shall each be valid and in full force and effect, with no violations having been experienced, noted or recorded, which violations have not been cured to the satisfaction of Parent in its sole discretion as of the Closing Date, and no Proceeding pending or threatened to revoke or limit such licenses on the Closing Date. (d) The Requisite Company Vote and Company Board Recommendation shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing, or any breach or failure to do so shall have been cured. (ce) Since 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 Company Material Adverse Effect. (df) Parent The Company shall have received a certificate delivered each of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions closing deliverables set forth in subsections Section 2.03(a). (ag) and No holders of any outstanding shares of Company Stock as of immediately prior to the Effective Time shall have exercised, or remain entitled to exercise, statutory appraisal rights pursuant to the Nevada Act with respect to such shares of Company Stock. (bh) of this Section 6.2 The Company Entities shall have Cash in an amount not less than the Minimum Cash Amount. (i) The Exchange Approval shall have been satisfiedreceived. (j) The Company shall have delivered to Parent (or the Exchange Agent if applicable) a Letter of Transmittal properly completed and duly executed by each Stockholder (other than any Dissenting Stockholders) with respect to all the Shares and delivered to Parent Written Consents contemplated by Section 5.5(b). (k) The Company Incentive Plan shall have been terminated. (l) The Third-Party Consents shall have been received in form and substance reasonably satisfactory to Parent, and no such consent, authorization, order and approval shall have been revoked.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or written waiver (where permissibleto the extent permitted under applicable Law) at or prior to the Effective Time of each of the following conditions: (a) (i) The representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall 3.2(a) — (c) will be true and correct in all material respects as (except for any inaccuracies that would not, in the aggregate, reflect an underrepresentation of the date number of this Agreement and fully diluted Shares outstanding, before giving effect to the Merger, of more than 0.50% from that reflected in such representations) as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e3.1(a) and the first and second sentences Section 3.3 of Section 3.33 this Agreement shall be true and correct in all material respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than date, except for any representation and warranty that is expressly made as of a specific date or time, time (which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and as would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, have a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred any change, event, development, condition, occurrence or effect or state of facts that has had a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a), (b) and (bc) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Mxxxxx Sub to consummate the Merger will be transactions contemplated by this Agreement is subject to the satisfaction satisfaction, or written the waiver in Parent’s sole and absolute discretion, of all the following further conditions: (where permissiblea) The Company shall have duly performed or complied with, in all material respects, all of its covenants, agreements and obligations hereunder required to be performed or complied with (without giving effect to any “in all material respects” qualifiers contained therein) by the Company at or prior to the Effective Time of each of the following conditions:Closing Date. (ib) The representations and warranties of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company ECD UK Subsidiary contained in this Agreement (without giving effect disregarding all qualifications contained therein relating to any references to any Company materiality or Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained thereinEffect), other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) Fundamental Representations, shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect Date, as if made on at and as of such date (other than except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects at and as of such earlier date) other than as would not in individually or in the aggregate reasonably be expected to have a Material Adverse Effect in respect of the Company Group. The Company Fundamental Representations shall be true and correct in all respects at and as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date or timedate, in which needs only case such representation and warranty shall be true and correct in all respects at and as of such date or timespecific date), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred and be continuing any Effect in respect of the Company Group that individually, or together with any other Effect, has had or would reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (d) Parent shall have received a certificate of the Company, executed by an executive officer of the Companycertificate, dated as of the Closing Date, signed by the Chief Executive Officer of the Company, in such Person’s capacity as an officer of the Company and not in such Person’s individual capacity, certifying that the conditions set forth in subsections accuracy of the provisions of the foregoing clauses (a) ), (b), and (bc) of this Section 6.2 9.2. (e) Parent shall have received a certificate, dated as of the Closing Date, signed by the Secretary of the Company attaching true, correct and complete copies of: (i) the Company Articles of Incorporation, certified as of a recent date by the Secretary of State of the State of Florida; (ii) the Company’s Bylaws; (iii) copies of resolutions duly adopted by the Board of Directors of the Company approving this Agreement, the Additional Agreements to which the Company is a party and the transactions contemplated hereby and thereby and the Company Stockholder Written Consent; and (iv) a certificate of good standing of the Company, certified as of a recent date by the Secretary of State of the State of Florida. (f) Each of the Company and the Company Stockholders, as applicable, shall have duly executed and delivered to Parent a copy of each Additional Agreement to which the Company or such Company Stockholder, as applicable, is a party. (g) The Company shall have delivered to Parent a duly executed certificate conforming to the requirements of Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i) of the United States Treasury regulations, and a notice to be delivered to the United States Internal Revenue Service as required under Section 1.897-2(h)(2) of the United States Treasury regulations, each dated no more than thirty (30) days prior to the Closing Date and in form and substance reasonable acceptable to Parent. (h) Not more than five percent (5%) of the issued and outstanding shares of Company Capital Stock shall constitute Dissenting Shares. (i) The Company shall have obtained each Company Consent set forth on Schedule 4.8. (j) The Company shall have delivered to Parent the financial statements required to be included in the Parent SEC Documents and the 2022 Audited Financial Statements prior to March 31, 2023. (k) The UK Contribution has been satisfiedcompleted in accordance with the terms set forth in this Agreement.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) Other than the representations and warranties of the Company contained in Section 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 (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 Section 3.13.01, the first two sentences of Section 3.2(d3.02(a), Section 3.33.04, Section 3.93.06 and Section 3.25 and the representations and warranties of the Stockholders contained in Section 4.01, Section 3.29 4.02 and Section 3.30 of this Agreement 4.05 shall be true and correct in all material respects on and as of the date of this Agreement hereof and on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The Company Company, and the Stockholders shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement 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, or any breach or failure to do so shall have been cured. (ce) Since 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 Company Material Adverse Effect. (df) The Company shall have delivered each of the closing deliverables set forth in Section 2.03(a). (g) The board of directors and stockholders 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 received a certificate of the Company, executed by an executive officer of financing on the Company, dated as of terms provided for in the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfiedFinancing Agreement.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the First Merger will shall also be subject to the satisfaction or written waiver (where permissible) of the following conditions by Parent at or prior to the Effective Time of each of the following conditionsClosing: (a) (i) The representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(dArticle IV (other than Sections 4.12(b) and 4.4(a), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement ) which are qualified by a “Material Adverse Effect” qualification shall be true and correct in all material respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if though made on at and as of such date, except for any representation the Closing Date and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained set forth in Article IV (other than Sections 4.12(b) and 4.4(a)) which are not qualified by a “Material Adverse Effect” qualification shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would not have, in the first sentence aggregate, a Material Adverse Effect on the Company, (iii) the representations and warranties set forth in Section 4.4(a) shall be true and correct in all material respects on the date hereof and on the Closing Date as if made on and as of such dates, other than with respect to any issuances permitted pursuant to this Agreement, and (iv) the representation set forth in Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e4.12(b) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of on the Closing Date with the same force and effect as if made on and as of such date; provided, except for any representation however, that, with respect to clauses (i), (ii), (iii) and warranty (iv) above, representations and warranties that is expressly are made as of a specific particular date or time (which needs only period shall be true and correct (in all respects the manner set forth in clause (except for de minimis deviationsi), (ii), (iii) or (iv), as applicable) only as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effectperiod. (b) The Company shall have performed and complied in with all material respects with the agreements and of its covenants hereunder to be performed or complied with by it under this Agreement at or prior to the Effective Time in all material respects through the Closing, or any breach or failure to do so shall have been cured. (c) Since The Company shall have delivered to Parent a certificate duly executed by the date Company’s chief executive officer and chief financial officer on behalf of this Agreement, there shall not have occurred a the Company Material Adverse Effectto the effect that each of the conditions specified above in Sections 6.2(a) and 6.2(b) is satisfied in all respects. (d) Parent shall have received from Xxxxxx & Xxxxxxx LLP, counsel to Parent, a certificate written opinion dated the Closing Date to the effect that, on the basis of the Companyfacts, executed by an executive officer representations and assumptions set forth or referred to in such opinion, for United States federal income tax purposes, the Transaction will constitute a “reorganization” within the meaning of Section 368(a) of the CompanyCode. In rendering such opinion, dated as of counsel to Parent shall be entitled to rely upon assumptions, representations, warranties and covenants, including those contained in the Closing Date, certifying that the conditions set forth Tax Representation Letters described in subsections (a) and (b) of this Section 6.2 have been satisfied5.1(l).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) 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 3.25, 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 (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 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 Section 3.13.01, Section 3.2(d3.02(a), Section 3.33.04, Section 3.9, Section 3.29 3.06 and Section 3.30 of this Agreement 3.25 shall be true and correct in all material respects on and as of the date of this Agreement hereof and on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The 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 agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement 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, or any breach or failure to do so . (e) The Company shall have delivered each of the closing deliverables set forth in Section 2.03(a). (f) All outstanding shares of Company Class B Common Stock and Company Series A Convertible Preferred Stock shall have been cured. (c) Since the date of this Agreement, there shall not have occurred a converted into Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfied.Common Stock..

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will be are further subject to the satisfaction or written waiver (where permissible) by Parent at or prior to the Effective Time of each of the following 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 and (ii) the representations and warranties of the Company 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 3.1, Section 3.2(d4.3 (Capitalization), Section 3.3, Section 3.9, Section 3.29 4.4 (Authority) and Section 3.30 of this Agreement 4.23 (Brokers) shall be true and correct in all material respects as of the date of this Agreement and Effective Time as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if though made on and as of such date (other than unless any such representation and or warranty that is expressly made only as of a specific date date, in which event such representation and warranty shall be true and correct or time, which needs only be true and correct in all respects material respects, as the case may be, as of such date or timespecified date), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.; (b) The the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by, or complied with by by, it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.Effective Time; (c) Since the Company shall have delivered to Parent and Merger Sub a certificate, dated on the Closing Date, signed by its chief executive officer or another senior officer on behalf of the Company, to the effect that the conditions contained in Sections 8.2(a), (b) and (d) have been satisfied in all respects; (d) since the date of this Agreement, Agreement there shall not have occurred a Company Material Adverse Effect.; (de) Parent shall have received a certificate of the Company’s Contract EBITDA for the twelve (12) months ending on July 31, executed by an executive officer of 2007 shall be not less than $32 million; and (f) the Company’s Contract EBITDA for the twelve (12) months ending on October 31, dated as of the Closing Date2007 shall be not less than $31 million; provided, certifying however, that the conditions condition set forth in subsections this Section 8.2(f) shall be inapplicable in the event that each of the other conditions (aother than those conditions that by their terms are to be satisfied at the Closing) set forth in Section 8.1 and Section 8.2 shall have been satisfied prior to November 7, 2007; provided, further, that (i) the Marketing Period has expired prior to November 15, 2007 and (bii) the failure to close prior to November 15, 2007 shall not be the result of this Section 6.2 have been satisfiedany 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 will be are further subject to the satisfaction (or written waiver, if permissible under applicable Law, provided, however, that any such waiver shall not release or relieve any party from any liability arising from the matters (where permissibleincluding any breach of this Agreement) at which caused the failure of such conditions) on or prior to the Effective Time of each Closing Date of the following conditions: (a) (i) The the representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement (other than the Specified Representations and those qualified by “materiality”, “Company Material Adverse Effect” or other similar qualifications) shall be true and correct in all material respects respects, taken as a whole together with those representations and warranties of the Company set forth in this Agreement that are qualified by “materiality”, “Company Material Adverse Effect” or other similar qualifications, both as of the date of this Agreement and as of the Closing Date with the same force and effect Effective Time as if though made on and as of such date, except for any representation time (other than such representations and warranty that is expressly warranties which are made as of a specific date or time (another date, which needs only shall be so true and correct in all material respects as of such date or timedate), ; (ii) the representations and warranties each of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 Specified Representations shall be true and correct in all respects (except for de minimis deviations) both as of the date of this Agreement and as of the Closing Date with the same force and effect Effective Time as if though made on and as of such date, except for any representation time (other than such representations and warranty that is expressly warranties which are made as of a specific date or time (another date, which needs only shall be so true and correct in all respects (except for de minimis deviations) as of such date or time) date); and (iii) all other the representations and warranties of the Company contained set forth in this Agreement (without giving effect to any references to any that are qualified by “materiality”, “Company Material Adverse Effect Effect” or materiality other similar qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects both as of the date of this Agreement and as of the Closing Date with the same force and effect Effective Time as if though made on and as of such date time (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to which are made as of another date, which shall be so true and correct has as of such date); (b) the Company shall have complied with and performed in all material respects, individually and in the aggregate, each obligation and covenant required to be performed by it under this Agreement on or prior to the Closing Date; (c) there shall not had and have occurred any Company Material Adverse Effect or any event which would not reasonably be expected to have, individually or result in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect.; (d) Parent shall have received a copy of the FDA Minutes; (e) Parent and Merger Sub shall have received a certificate (the “Company Closing Certificate”), signed on behalf of the Company by the chief executive officer or chief financial officer of the Company, certifying as to the satisfaction of the matters set forth in Sections 5.2(a) through 5.2(d); (f) the Company shall have complied with the obligations set forth in Section 13.4 of the SK License to provide to SK Bio, prior to the Closing, a summary update of the most recent current report consistent with the provisions of Section 7.3 of the SK License, and SK Bio shall have consented to the transactions contemplated hereby in a form reasonably acceptable to Parent; (g) Parent shall have received resignation letters effective as of the Closing Date executed and delivered by an executive officer each of the officers and directors of the Company, in substantially the form of Exhibit D attached hereto, and the Company shall have received a general release of claims from at least 75% of the Terminated Employees in a form reasonably acceptable to Parent; (h) there shall not be any legal, administrative, arbitral or other proceeding threatened or pending before any Governmental Authority in which a Governmental Authority is a party that would or would reasonably be expected to: (i) restrain, enjoin, prevent, prohibit or make illegal the consummation of the Merger or the other transactions contemplated by this Agreement; or (ii) impose limitations on the ability of Parent effectively to exercise full rights of ownership of all shares of the Surviving Corporation; (i) Parent shall have received an opinion letter of Xxxxxxxxx Law Group, dated as of the Closing Date, certifying that in substantially the conditions set forth form of Exhibit E attached hereto; (j) the Required Stockholder Vote shall have been obtained and the approval of this Agreement and the Merger by the stockholders of the Company representing all of the Company’s outstanding voting power shall have been obtained and remain in subsections full force and effect; (k) the Company shall deliver to Parent: (a) a statement dated not more than thirty (30) days prior to the Closing Date conforming to the requirements of Section 1.897-2(h) and Section 1.1445-2(c)(3) of the United States Treasury Regulations; and (b) the notification to the Internal Revenue Service required under Section 1.897-2(h)(2) of this Section 6.2 the United States Treasury Regulations; and (l) Aerial and the Company shall have been satisfiedexecuted and delivered to Parent the Transition Services Agreement.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will be are further subject to the satisfaction or written waiver (where permissible) by Parent at or prior to the Effective Time of each of the following conditions: (a) (i) The representations and warranties of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) Sections 4.3 and the first and second sentences of Section 3.33 4.4 shall be true and correct in all respects (except for any de minimis deviationsfailure to be true and correct) as of the date of this Agreement at and as of the Closing Date with the same force and effect as if made on the Closing Date (except to the extent such representations and as of such date, except for any representation and warranty that is expressly warranties are made as of a specific date or time (date, in which needs only case such representations and warranties shall be true and correct in all respects (except for de minimis deviations) as of such date or time) date), and (iiiii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) Article IV hereof shall be true and correct in (disregarding all respects qualifications or limitations as to "materiality," "Company Material Adverse Effect" or words of the date of this Agreement similar import) at and as of the Closing Date with the same force and effect as if made on the Closing Date (except to the extent such representations and as of such date (other than any representation and warranty that is expressly warranties are made as of a specific date or timedate, in which needs only case such representations and warranties shall be true and correct in all respects as of such date or timedate), except where the failure of any such representations and warranties in this clause (iii) 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 with all other such failures to be true or correctaggregate, a Company Material Adverse Effect.; (b) The the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by, or complied with by by, it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.Effective Time; and (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received delivered to Parent and Merger Sub a certificate certificate, signed by its chief executive officer or another senior officer on behalf of the Company, executed by an executive officer of to the Company, dated as of the Closing Date, certifying effect that the conditions set forth contained in subsections (aSections 8.2(a) and (b8.2(b) of this Section 6.2 have been satisfiedsatisfied in all respects.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) The Other than the Fundamental Representations and the representations and warranties of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 4.06 and Section 3.30 4.12, the representations and warranties of the Company contained in this Agreement Agreement, the Ancillary Documents and any certificate 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 (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 on and as of the Closing Date with the same force and effect as if though made on at and as of such date, date (except for any representation those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time (which needs only be true and correct in all material respects as of such date or timerespects), (ii) . The Fundamental Representations and the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of 4.06 and Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 4.12 shall be true and correct in all respects (except for de minimis deviations) on and as of the date of this Agreement hereof and on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The 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 agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement 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, 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) Each of the Approvals shall have been received, in form and substance satisfactory to Parent, acting reasonably, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing, or any breach or failure to do so shall have been cured. (ce) Since From September 30, 2020, to the date of this AgreementClosing Date, 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 Company Material Adverse Effect. (df) The Company shall have delivered each of the closing deliverables set forth in Section 2.03(a). (g) Holders of less than 0.5% of the outstanding Company Stock on a fully diluted basis shall have exercised, or remain entitled to exercise, statutory appraisal rights pursuant to Chapter 13 of the CCC with respect to such shares of Company Stock and the Merger. (h) Parent shall be reasonably satisfied that the Working Capital will not be less than zero Dollars ($0). (i) Indemnification Agreements shall have received a certificate been duly executed and delivered by Holders who hold in the aggregate 99.5% of the Companyoutstanding Company Stock on a fully diluted basis, executed by an executive officer and such Indemnification Agreements shall be in full force and effect. (j) Each of the Company, dated as of the Closing Date, certifying that the conditions set forth agreements referred to in subsections (a) and (b) of this Section 6.2 6.10 shall have been satisfiedterminated.

Conditions to Obligations of Parent and Merger Sub. The -------------------------------------------------- obligations of Parent and Merger Sub to consummate effect the Merger will be are also subject to the satisfaction or written waiver (where permissible) at or by Parent prior to the Effective Time of each of the following conditions: (i) The Company shall have performed all of its obligations hereunder required to be performed by it at or prior to the Effective Time, except where any failure to perform would not, individually or in the aggregate, materially impair or significantly delay the consummation of the Merger; (ii) (A) each of the representations and warranties of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement which are qualified by a Company Material Adverse Effect or words of similar effect shall be true and correct (except to the extent such representations and warranties expressly relate to a specific date or as of the date hereof, in which case such representations and warranties shall be true and correct as of such date) and (B) each of the representation and warranties of the Company contained in this Agreement which are not so qualified shall be true and correct (except to the extent such representations and warranties expressly relate to a specific date or as of the date hereof, in which case such representations and warranties shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date), except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to haveinaccuracies as, individually or in the aggregate with all other such failures to be true or correctaggregate, would not have a Company Material Adverse Effect.; and (iii) Parent and Merger Sub shall have received a certificate signed by an executive officer of the Company as to compliance with the conditions set forth in this paragraph 6.2(a); (b) The Company shall have performed and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there no event shall not have occurred which has or which would reasonably be expected to have a Company Material Adverse Effect.; provided, however, that any change, condition, event or development (i) that primarily results from this Agreement, the Merger or the announcement thereof, (ii) generally affecting the industries in which the Company operates, including changes due to actual or proposed changes in laws or regulations, or (iii) related to a general drop in stock prices in the United States, shall, for the purpose of this Section 6.2(b) only, be excluded in determining whether a Company Material Adverse Effect has occurred; (c) The Management Stockholders Agreement shall be in full force and effect; (d) Parent All permits, licenses and other authorizations required from Governmental Entities for the consummation of the Merger; except were the lack of such permits, licenses and other authorizations would not have, individually or in the aggregate, a Company Material Adverse Effect; (e) There shall not have received a certificate been any action, proceeding, application, claim, suit, judgment or order instituted or pending, entered or enforced against, the Company or any subsidiary or affiliate of the Company or the Merger, by any legislative body, court, government or governmental, administrative or regulatory authority or agency which would have the effect of, directly or indirectly requiring, or being reasonably likely to result in requiring, the Company, executed by an executive officer Parent or Merger Sub to pay damages or other litigation costs (including settlement costs and attorney's fees) that are in excess of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfied.$3,500,000;

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) The Other than the Company Fundamental Representations, the representations and warranties of the Company and its Subsidiaries contained in Section 3.1this Agreement, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 the Escrow Agreement and Section 3.30 of this Agreement 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 (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 on and as of the Closing Date with the same force and effect as if though made on at and as of such date, date (except for any representation those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time (which needs only be true and correct in all material respects as of such date or timerespects), (ii) the representations and warranties of the . The Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 Fundamental Representations shall be true and correct in all respects (except for de minimis deviations) on and as of the date of this Agreement hereof and on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The Company and its Subsidiaries shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the agreements and covenants documents contemplated hereby to be performed or complied with by it under this Agreement 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, 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 shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing, or any breach or failure to do so shall have been cured. (ce) Since 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 Company Material Adverse Effect. (df) Parent The first to occur of (i) the time period for which appraisal rights may be asserted under the DGCL with respect to the Merger shall have received a certificate expired and the Dissenting Shares shall not constitute more than 2% of the Company, executed by an executive officer sum of the Company, dated as aggregate number of shares of Company Stock outstanding immediately prior to the Effective Time or (ii) Stockholders holding at least 90% of the Closing Date, certifying that sum of the conditions aggregate number of voting shares of Company Stock outstanding immediately prior to the Effective Time shall have delivered an executed copy of the Written Consent. (g) The Company shall have delivered each of the closing deliverables set forth in subsections (a) and (b) of this Section 6.2 have been satisfied2.03(a).

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate effect the Merger will be is further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each Closing of the following 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 representations and warranties of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth and warranties of the Company contained in Section 3.11(b) or in the term “Company Material Contract”Sections 3.1, 3.2, 3.3, 3.17, and 3.18) shall be true and correct in all respects as of the date of this Agreement both when made and as of the Closing Date with the same force and effect Date, as if made on and as of such date time (other than any representation except to the extent such representations and warranty that is warranties are expressly made as of a specific date or timecertain date, in which needs only case such representations and warranties shall be true and correct in all respects respects, as of such date or timedate), except where the failure of such representations and warranties in this clause (iii) 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 with all other such failures to aggregate, a Material Adverse Effect 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 or correctin 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 Company Material Adverse Effectcertain date, in which case such representations and warranties shall be true in all respects, as of such date). (b) The Company shall have performed and performed, or complied with, in all material respects with the agreements and covenants respects, all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been curedClosing Date. (c) Since No Material Adverse Change of the Company shall have occurred since the date of this Agreement, there shall not have occurred a Company Material Adverse EffectAgreement and be continuing. (d) Parent shall have received a an officer's certificate duly executed by each of the Company, executed by an executive officer Chief Executive Officer and Chief Financial Officer of the Company, dated as of Company to the Closing Date, certifying effect that the conditions set forth in subsections Sections 7.2(a), (ab) and (bc) of this Section 6.2 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 will be are subject to the satisfaction (or written waiver (where permissible) in writing by Parent), at or prior to the Effective Time Time, of each of the following conditions: (ia) The the representations and warranties of the Company contained set forth in (i) Section 3.12.8(b) shall be true and correct in all respects, (ii) Section 3.2(d2.1 (Organization, Qualification, and Subsidiaries), Section 3.32.3 (Authority), Section 3.92.18 (Vote Required; Takeover Statutes), Section 3.29 and Section 3.30 of this Agreement 2.19 (Brokers) shall be true and correct in all material respects 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 on and as of the Closing Date with the same force and effect Date, as if though made on and as of such date, date (except for any representation representations and warranty that is expressly warranties made as of a specific date or time (specified date, the accuracy of which needs only shall be true and correct in all material respects determined as of such date or timethat specified date), (iiiii) the representations Sections 2.2(a), (b) and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e2.2(d) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”Capitalization) shall be true and correct in all respects respects, on and as of the date 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 this $500,000 (in determining such $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 (iv) ARTICLE II (other than the representations and warranties listed in clauses (i), (ii) and (iii) above) shall be true and correct in all respects, without regard to any “materiality” or “Company Material Adverse Effect” qualifications contained in them, on and as of the Agreement Date and on and as of the Closing Date with the same force and effect Date, as if though made on and as of such date (other than any representation except for representations and warranty that is expressly warranties made as of a specific date or timespecified date, the accuracy of which needs only shall be true and correct in all respects determined as of such date or timethat specified date), except where the failure of any such representations and warranties in this clause (iii) 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 with all other such failures aggregate, have or be reasonably expected to be true or correct, have a Company Material Adverse Effect.; (b) The the Company shall have performed and or complied in all material respects with the agreements covenants and covenants obligations that the Company is required to be performed comply with or complied with by it to perform under this the Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.Closing Date; (c) Since Parent and Merger Sub shall have received certificates executed on behalf of the date Company by the chief executive officer or chief financial officer of this Agreementthe 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 Company Material Adverse Effect.; and (de) Parent the Company shall have received a certificate delivered to Parent payoff letters with respect to the indebtedness of the Company, executed by an executive officer Company and its Subsidiaries for borrowed money set forth on Section 5.2(e) of the Company, dated Company Disclosure Schedule and outstanding as of the Closing Dateand releases of all Liens securing such indebtedness, certifying that conditioned only on the conditions set forth payment of the amounts described in subsections (a) and (b) of this Section 6.2 have been satisfiedsuch payoff letters.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will and the other transactions contemplated hereby shall be subject to the satisfaction or written waiver (where permissible) satisfaction, at or prior to the Effective Time of each Closing Date, of the following conditions:conditions (any of which may be waived by Parent and Merger Sub): (ia) Each of the agreements of the Company to be performed at or prior to the Closing Date pursuant to the terms hereof shall have been duly performed and the Company shall have performed all of the acts required to be performed by it at or prior to the Closing Date by the terms hereof unless all such failures together in their entirety, would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Company or the consummation of the transactions contemplated by this Agreement. (b) The representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 Article 4 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or (in the aggregate with for all representations and warranties of the Company) have a Material Adverse Effect (other than representations and warranties that are already so qualified, which in each such failures case shall be true and correct as written), and except for (i) changes specifically contemplated by this Agreement and (ii) those representations and warranties that address matters only as of a particular date (which shall remain true and correct as of such date); provided, however, that the Company shall not be deemed to be true in breach of any such representations or correct, a Company Material Adverse Effect. warranties by taking any action permitted (bor approved by Parent) The Company shall have performed under Section 8.2. Parent and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so Merger Sub shall have been cured. (c) Since the date of this Agreement, there shall not have occurred furnished with a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Companycertificate, executed by an executive a duly authorized officer of the Company, dated the Closing Date certifying in such detail as Parent and Merger Sub may reasonably request as to the fulfillment of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfiedforegoing conditions.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent's waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) The representations and warranties of the Company Target contained in Section 3.1this Agreement, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 the Ancillary Documents and Section 3.30 of this Agreement 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 (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 on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The Company Target shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement prior to or on the Closing Date. (c) No Action shall have been commenced against Parent, Merger Sub, or the Target, 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, or any breach or failure to do so shall have been cured. (ce) Since 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 Company Material Adverse Effect. (df) Parent The Target shall have received a certificate delivered each of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions closing deliverables set forth in subsections (a) and (b) of this Section 6.2 have been satisfied2.04(a).

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the First Merger will shall also be subject to the satisfaction or written waiver (where permissible) of the following conditions by Parent at or prior to the Effective Time of each of the following conditionsClosing: (a) (i) The representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(dArticle IV (other than Sections 4.12(b) and 4.4(a), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement ) which are qualified by a “Material Adverse Effect” qualification shall be true and correct in all material respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if though made on at and as of such date, except for any representation the Closing Date and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained set forth in Article IV (other than Sections 4.12(b) and 4.4(a)) which are not qualified by a “Material Adverse Effect” qualification shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would not have, in the first sentence aggregate, a Material Adverse Effect on the Company, (iii) the representations and warranties set forth in Section 4.4(a) shall be true and correct in all material respects on the date hereof and on the Closing Date as if made on and as of such dates, other than with respect to any issuances permitted pursuant to this Agreement, and (iv) the representation set forth in Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e4.12(b) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of on the Closing Date with the same force and effect as if made on and as of such date; provided, except for any representation however, that, with respect to clauses (i), (ii), (iii) and warranty (iv) above, representations and warranties that is expressly are made as of a specific particular date or time (which needs only period shall be true and correct (in all respects the manner set forth in clause (except for de minimis deviationsi), (ii), (iii) or (iv), as applicable) only as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effectperiod. (b) The Company shall have performed and complied in with all material respects with the agreements and of its covenants hereunder to be performed or complied with by it under this Agreement at or prior to the Effective Time in all material respects through the Closing, or any breach or failure to do so shall have been cured. (c) Since The Company shall have delivered to Parent a certificate duly executed by the date Company’s chief executive officer and chief financial officer on behalf of this Agreement, there shall not have occurred a the Company Material Adverse Effectto the effect that each of the conditions specified above in Sections 6.2(a) and 6.2(b) is satisfied in all respects. (d) Parent shall have received from Lxxxxx & Wxxxxxx LLP, counsel to Parent, a certificate written opinion dated the Closing Date to the effect that, on the basis of the Companyfacts, executed by an executive officer representations and assumptions set forth or referred to in such opinion, for United States federal income tax purposes, the Transaction will constitute a “reorganization” within the meaning of Section 368(a) of the CompanyCode. In rendering such opinion, dated as of counsel to Parent shall be entitled to rely upon assumptions, representations, warranties and covenants, including those contained in the Closing Date, certifying that the conditions set forth Tax Representation Letters described in subsections (a) and (b) of this Section 6.2 have been satisfied5.1(l).

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate effect the Merger will be is further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each Closing of the following 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 Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth and warranties of the Company contained in Section 3.11(b) or in the term “Company Material Contract”Sections 3.2, 3.3(a), 3.3(b), 3.3(c), 3.19, 3.21) shall be true and correct in all respects as of the date of this Agreement both when made and as of the Closing Date with the same force and effect Date, as if made on and as of such date time (other than any representation except to the extent such representations and warranty that is warranties are expressly made as of a specific date or timecertain date, in which needs only case such representations and warranties shall be true and correct in all respects respects, as of such date or timedate), except where the failure of such representations and warranties in this clause (iii) 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 with all other such failures to aggregate, a Material Adverse Effect 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 or correctin 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 Company Material Adverse Effectcertain date, in which case such representations and warranties shall be true in all respects, as of such date). (b) The Company shall have performed and performed, or complied with, in all material respects with the agreements and covenants respects, all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been curedClosing Date. (c) Since No Material Adverse Change of the Company shall have occurred since the date of this Agreement, there shall not have occurred a Company Material Adverse EffectAgreement and be continuing. (d) Parent shall have received a an officer’s certificate duly executed by each of the Company, executed by an executive officer Chief Executive Officer and Chief Financial Officer of the Company, dated as of Company to the Closing Date, certifying effect that the conditions set forth in subsections Sections 7.2(a), (a) b), and (bc) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will be are further subject to the satisfaction (or written waiver (where permissiblewaiver, if permissible under applicable Law) at on or prior to the Effective Time of each Closing Date of the following conditions: (ia) The representations and warranties of the Company contained Fundamental Representations (other than Section 3.5(a)) set forth in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement hereof and as of the Closing Date with Closing, except the same force Fundamental Representations (other than Section 3.5(a)) made as of an earlier date or time, which need be true and effect as if made on and correct only as of such date, except for any representation and warranty that is expressly made as of a specific earlier date or time (which needs only time. Section 3.5(a) shall be true and correct in all material respects as of such the date hereof and as of the Closing, except (i) for the portions of 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 and (ii) for breaches of Section 3.5(a) that, in the representations and warranties aggregate, would not result in a misrepresentation as to securities of the Company contained valued at less than $1,000,000. The representations of the Company set forth in this Agreement other than the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 Fundamental Representations shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement hereof and as of the Closing Date with the same force except (i) for representations and effect as if made on and as of such date, except for any representation and warranty warranties that is expressly made speak as of a specific date or time (which needs only need be true and correct in all respects (except for de minimis deviations) only as of such date or time) and (iiiii) all other for breaches of the representations and warranties of the Company contained set forth in this Agreement ARTICLE III (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(bFundamental Representations) or that, in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or timeaggregate, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, have a Company Material Adverse Effect.; (b) The Company shall have performed and complied in all material respects with the agreements and covenants all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.Closing Date; (c) Since the date of this Agreement, there here shall not be any event that is continuing that would individually, or in the aggregate, reasonably be expected to have occurred a Company Material Adverse Effect.; (d) Parent shall have received a certificate of certificate, signed by the Company, executed by an chief executive officer or chief financial officer of the Company, dated 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) (the “Key Stockholders”) shall have executed and delivered to Parent the applicable Lock-Up Agreements; (h) The Company shall have delivered to Parent executed copies of the Employment Agreements; provided that this condition shall apply if and only if the Parent and the Company have mutually agreed in writing as to the key employees required to enter into such employment agreements as set forth in Section 5.3; (i) 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; (j) 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; (k) 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 Date, certifying that are attached to such certificate; and (l) The Company shall have delivered to Parent a certificate of good standing with respect to the conditions set forth in subsections (a) and (b) Company from State of this Section 6.2 have been satisfiedDelaware.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will shall be further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (a) (i) The the representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(dSections 3.3(a), Section 3.3, Section 3.9, Section 3.29 (b) and Section 3.30 of this Agreement (c) shall each be true and correct in all material respects in each case as of the date of this Agreement and as of the Closing Date with the same force and effect Effective Time as if made on and as of such date, except for any representation and warranty that is expressly though made as of a specific date or time the Effective Time (except those representations and warranties that speak of an earlier date, which needs only shall be true and correct in all material respects as of such date or timeearlier date) (provided, that for purposes of this Section 7.2(a) only, the representations and warranties of the Company set forth in Sections 3.3(a), (b) and (c) shall collectively be deemed satisfied if the aggregate number of outstanding shares of Company Common Stock underlying the Company Options and Restricted Stock Units set forth in Sections 3.3(a), (b) and (c) is inaccurate by no more than an immaterial amount) and (ii) the representations and warranties of the Company contained in this Agreement (other than the first sentence of Section 3.2(arepresentations and warranties set forth in Sections 3.3(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e(b) and the first and second sentences of Section 3.33 (c)) shall be true and correct (without giving effect to any “materiality” or Material Adverse Effect qualifications contained therein), in all respects (except for de minimis deviations) each case as of the date of this Agreement and as of the Closing Date with the same force and effect Effective Time as if made on and as of such date, except for any representation and warranty that is expressly though made as of a specific date or time (which needs only be true and correct in all respects the Effective Time (except for de minimis deviations) as of such date or time) and (iii) all other those representations and warranties that speak of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained thereinan earlier date, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) which shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or timeearlier date), except where the failure of any such representations and warranties referred to in this clause (iiiii) above to be so true and correct has not had and would not reasonably be expected to havecorrect, individually or in the aggregate with all other such failures to be true or correctaggregate, would not result in a Company Material Adverse Effect.; (b) The the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.Effective Time; (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an chief executive officer or the chief financial officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (aSections 7.2(a) and (b7.2(b) of this Section 6.2 have been satisfied; and (d) there shall not be any action, investigation, proceeding or litigation instituted, commenced, pending or threatened by or before any Governmental Entity relating to the Merger, the Mortgage Business Sale or any of the other transactions contemplated by this Agreement in which a Governmental Entity is a party that would or is reasonably likely to (i) restrain, enjoin, prevent, restrict, prohibit or make illegal the acquisition of some or all of the shares of Company Common Stock by Parent or Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, or (ii) result in a Governmental Investigation or material Governmental Damages being imposed on Parent or the Surviving Corporation or any of their respective Affiliates; (e) The Merger and the other transactions contemplated by this Agreement and the Mortgage Business Sale Agreement shall have been approved by the New York State Insurance Department; (f) The consents, approvals, notifications, or certificates listed in Section 7.2(f) of the Company Disclosure Schedule hereto shall have been obtained and copies of such consents shall have been delivered by Company to Parent; (g) The Company shall have filed all forms, reports, and other documents required to be filed with the SEC with respect to periods from January 1, 2006 through the Effective Time; (h) The 2006 Audited Company Financial Statements shall not reflect a consolidated financial condition or results of operations of the Company, its consolidated Subsidiaries and its consolidated Company Joint Ventures that is different from the consolidated financial condition or results of operations of the Company, its consolidated Subsidiaries and its consolidated Company Joint Ventures reflected in the Unaudited Company Financial Statements, unless such difference would not constitute, or would not reasonably be expected to constitute, a Material Adverse Effect; (i) All of the conditions to the obligations of the purchaser under the Mortgage Business Sale Agreement to consummate the Mortgage Business Sale (other than the condition that the Merger shall have been consummated) shall have been satisfied or waived in accordance with the terms thereof, and such purchaser shall otherwise be ready, willing and able (including with respect to access to financing) to consummate the transactions contemplated thereby; and (j) The Company shall have delivered to the Mortgage Business Purchaser Acknowledgement Agreements fully executed by the applicable Agency and the Company and/or the applicable Mortgage Entity.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will be are subject to the satisfaction satisfaction, or written waiver (where permissible) if permissible under applicable Law), by Parent, at or prior to the Effective Time of each of the following additional conditions: (a) (i) The each of the representations and warranties of the Company contained set forth in the first sentence of Section 4.1 and in Section 3.14.4, Section 3.2(d4.5(a)(i), Section 3.34.6, Section 3.94.10(b), Section 3.29 4.28, and Section 3.30 of this Agreement shall 4.29 (collectively, the “Fundamental Representations”) must be true and correct in all material respects (except for the representation and warranty in Section 4.10(b), which must be true and correct in all respects) as of the date of this Agreement and as of immediately prior to the Closing Date with the same force and effect Effective Time as if though made on and as of immediately prior to the Effective Time (except to the extent that any such representations and warranties expressly speak as of another date, except for any representation in which case such representations and warranty that is expressly made as of a specific date or time (which needs only warranties will be true and correct in all material respects as of such date or timeother date), (ii) each of the representations and warranties of the Company contained set forth in Section 4.3 (the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e“Capitalization Representations”) and the first and second sentences of Section 3.33 shall must be true and correct in all respects (except for other than de minimis deviationsinaccuracies) as of the date of this Agreement and as of immediately prior to the Closing Date with the same force and effect Effective Time as if though made on and as of immediately prior to the Effective Time (except to the extent that any such representations and warranties expressly speak as of another date, except for any representation in which case such representations and warranty that is expressly made as of a specific date or time (which needs only warranties will be true and correct in all respects (except for other than de minimis deviationsinaccuracies) as of such date or timeother date) and (iii) all each of the other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) this Agreement, in each case made as if none of such representations and warranties contained any qualifications or in the term limitations as to “Company materiality,” “Material Contract”) shall Adverse Effect” or similar qualification, must be true and correct in all respects as of the date of this Agreement and as of immediately prior to the Closing Date with the same force and effect Effective Time as if though made on and as of such date time (other than except to the extent that any representation such representations and warranty that is warranties expressly made speak as of a specific date or timeanother date, in which needs only case such representations and warranties will be true and correct in all respects as of such date or timeother date), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has as so made had not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, have a Company Material Adverse Effect.; (b) The the Company shall must have performed and or complied in all material respects with the all covenants, obligations and agreements and covenants required to be performed by it or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.Effective Time; (c) Since 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 date 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 Agreement, there shall not have occurred a Company Material Adverse Effect.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 Material Adverse Effect; and (e) Parent shall must have received a certificate of the Company, executed by an chief executive officer or the chief financial officer of the Company, dated as of Company certifying the Closing Date, certifying that the conditions matters set forth in subsections (a) Section 8.2(a), Section 8.2(b), and (b) of this Section 6.2 have been satisfied8.2(d).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will shall be further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (a) (i) The Each of the representations and warranties of the Company contained set forth in Section 3.3 (other than immaterial inaccuracies in the second, third, fourth and fifth sentences of Section 3.3(a)) shall be true and correct, (ii) each of the representations and warranties of the Company set forth in Sections 3.1, Section 3.2(d)3.4, Section 3.3, Section 3.9, Section 3.29 3.16 and Section 3.30 of this Agreement 3.17 shall be true and correct in all material respects and (ii) each of the other representations and warranties of the Company contained in this Agreement (disregarding all qualifications and exceptions contained therein regarding materiality or a Company Material Adverse Effect or any similar standard or qualification) shall be true and correct except to the extent that all failures of such representations and warranties to be so true and correct (disregarding all qualifications and exceptions contained therein regarding materiality or a Company Material Adverse Effect or any similar standard or qualification), individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect, in each case of clauses (i) through (iii) above as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date, time (except for any representation representations and warranty that is expressly warranties made only as of a specific date or time (specified date, which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) only as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such specified date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been curedClosing Date. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (aSections 7.2(a) and (b) of this Section 6.2 have been satisfied. (d) Parent shall be reasonably satisfied (having taken appropriate steps to try to assess its status) that it will qualify as a "foreign private issuer" (as such term is defined in Rule 405 promulgated under the Securities Act and Rule 3b-4 promulgated under the Exchange Act) at the time of the Closing; provided that the condition specified by this Section 7.2(d) shall automatically be deemed to be satisfied on April 28, 2006, if it has not previously been satisfied or waived by Parent and, assuming that all other conditions to Closing specified in this Article VII have been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or waiver of those conditions), the Closing shall take place on such date. (e) The Company shall have taken, and shall have taken all actions necessary or appropriate for it to be able to take, a charge on its books to its earnings in an amount equal to any probable and estimable US and foreign Tax costs (as determined pursuant to U.S. generally accepted accounting principles) in respect of the Reorganization; provided that the Company shall be under no obligation to make any determination to effect the Reorganization or to incur any charge on its books until all other conditions set forth in this Article VII to the Company's, Parent's or Merger Sub's obligation to effect the Merger have been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied until the Closing).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will shall be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each waiver, of the following conditions: (ia) The representations and warranties of the Company contained in Section in: (i) Sections 3.1, Section 3.2(d3.3(a), Section 3.3, Section 3.9, Section 3.29 3.25 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 3.26 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement Date and as of the Closing Date with Effective Time, except to the same force extent such representation and effect as if made warranty expressly relates to an earlier time (in which case on and as of such dateearlier time); (ii) Sections 3.4(a), except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time3.4(b) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”3.4(c) shall be true and correct in all respects as of the date of this Agreement Date and as of the Closing Date with Effective Time (except for any inaccuracies in such representations and warranties that do not individually or in the same force aggregate increase the aggregate consideration required to be paid by Parent and/or Merger Sub under Article II by more than a de minimis amount); and effect (iii) any other representation and warranty of the Company set forth in this Agreement shall be true and correct as if of the Effective Time as though made on and as of such date the Effective Time (other than any representation such representations and warranty warranties that is expressly are made as of a specific date or timedate, which needs need only be true and correct in all respects as of such date or timespecified date), except in the case of this clause (iii) where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to havewarranties, individually or in the aggregate with all other such failures aggregate, to be true and correct as of the Effective Time (without giving effect to any limitation as to “materiality” or correct, “Company Material Adverse Effect”) has not had a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects with the agreements its obligations and covenants to be performed or complied with by it under contained in this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this AgreementAgreement Date, there shall not have occurred any event that has had, or would reasonably be expected to have, a Company Material Adverse Effect. (d) Parent The Company shall have received delivered to Parent a statement described in Treasury Regulations Section 1.1445-2(c)(3) certifying that none of the interests in the Company being acquired pursuant to this Agreement are U.S. real property interests for purposes of Code Section 1445. (e) The Company shall have provided to Parent a certificate of dated the Company, executed Closing Date signed on its behalf by an executive the chief financial officer of the Company, dated as of Company to the Closing Date, certifying effect that the conditions set forth in subsections (aSection 6.2(a), Section 6.2(b) and (bSection 6.2(c) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate effect the Merger will shall be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (ia) The representations and warranties of there shall not have occurred any change, occurrence or development that, individually or in the aggregate, has had or would reasonably be expected to have, a Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time Material Adverse Effect; (which needs only be true and correct in all material respects as of such date or time), (iib) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 this Agreement shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to limitation on any representation or warranty indicated by the words “Company Material Adverse Effect Effect”, “in all material respects”, “in any material respect”, “material”, or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contractmaterially”) shall be true and correct in all respects as of at such time (except to the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is extent expressly made as of a specific date or timean earlier date, in which needs only be true and correct in all respects case as of such date or timeearlier date), in each case except where all failures of the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not, or would not reasonably be expected to haveto, individually or in the aggregate with all other such failures to be true or correctaggregate, have a Company Material Adverse Effect.; (bc) The the Company shall have performed in all material respects each obligation and complied in all material respects with each agreement or covenant of the agreements and covenants Company required to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect.; (d) the outstanding indebtedness of the Company as of the Closing Date shall not exceed Four Million Three Hundred Forty-Four Thousand Four Hundred Forty-Five Dollars ($4,344,445.00); provided, that, if the Closing does not occur on or before July 15, 2011, the Company shall be permitted to incur $500,000 of additional indebtedness with a per annum interest rate of not more than 12% for every 30 day period after such date; (e) the Parent shall have received a certificate executed on behalf of the Company, executed Company by an the chief executive officer or chief financial officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections Sections 7.2(b)-(a) through (ad) and (b) of this Section 6.2 have been satisfied; (f) each of Xxxxx Xxxxxxx and Xxx Xxxxx shall have entered into a noncompetition and nonsolicitation agreement with the Parent in form and substance reasonably acceptable to Parent and Xxxxx Xxxxxxx and Xxx Xxxxx, as applicable; (g) there shall not have occurred and be pending any general suspension of, or limitation on trading in securities on Nasdaq; (h) U.M. AccelMed, Limited Partnership shall have agreed in a writing acceptable to the Parent to cancel its warrants to purchase an aggregate of 4,404,772 shares of common stock of the Company; (i) The Tail Wind Fund, Ltd. and Solomon Strategic Holders, Inc. shall have agreed in a writing acceptable to Parent to cancel warrants to purchase 1,239,396 and 210,961 shares of common stock of the Company, respectively, in exchange of an aggregate amount equal to $249,000 in shares of Parent Common Stock as determined in accordance Common Exchange Ratio set forth herein; provided that if the Parent determines in its reasonable discretion that such shares may not be exempt from registration under the Federal securities laws as a result of the Fairness Hearing, than such $249,000 will be paid in cash; (j) The Tail Wind Fund, Ltd. and Solomon Strategic Holders, Inc. shall have agreed in a writing acceptable to Parent, with respect to certain convertible notes, that (i) a “Change in Control Transaction” (as defined in such convertible notes) will only occur upon the closing such transaction and (ii) the 30% premium ($206,250) to be paid upon such Change in Control Transaction will be calculated on the date of signing this Agreement but will be paid to The Tail Wind Fund, Ltd. and Solomon Strategic Holders, Inc. on the date of the closing of the Change in Control Transaction or the date the Change in Control Transaction is terminated and 50% of such 30% premium will be paid in shares of Parent Common Stock as determined in accordance Common Exchange Ratio, with the balance payable in cash; provided that if the Parent determines in its reasonable discretion that such shares may not be exempt from registration under the Federal securities laws as a result of the Fairness Hearing, than such 30% premium ($206,250) will be paid in cash; and (k) Mizrahi Tefahot Bank Ltd. shall have agreed in a writing acceptable to Parent to receive $225,000 in cash in lieu of 350,000 shares of common stock of the Company pursuant to a certain warrant agreement with the Company in connection with the closing of the transactions contemplated hereby.

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate effect the Merger will shall be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (a) there shall not have occurred any change, occurrence or development that, individually or in the aggregate, has had or would reasonably be expected to have, a Company Material Adverse Effect; (b) (i) The each of the representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement (other than in Sections 3.3 and 3.4) that is not qualified by materiality shall be true and correct in all material respects as of the Closing Date as though made as of such date and each of the representations and warranties of the Company set forth in this Agreement (other than in Sections 3.3 and 3.4) that is qualified by the words “Company Material Adverse Effect”, “in all material respects”, “in any material respect”, “material”, “materially” or any similar qualification shall be true and correct as of the Closing Date with the same force and effect as if though made on and as of such datedate (except, except for any representation and warranty that is in each case, to the extent expressly made as of a specific date or time (an earlier date, in which needs only be true and correct in all material respects case as of such date or timeearlier date), and (ii) the representations and warranties of the Company contained set forth in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) Sections 3.3 and the first and second sentences of Section 3.33 3.4 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with (subject to any changes expressly permitted by this Agreement, including any shares Company Common Shares contemplated to be issued pursuant to the same force Company Financing and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviationsthe financing contemplated by Section 5.1(b)) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if though made on and as of such date (other than any representation and warranty that is except to the extent expressly made as of a specific date or timean earlier date, in which needs only be true and correct in all respects case as of such date or timeearlier date), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.; (bc) The the Company shall have performed in all material respects each obligation and complied in all material respects with each agreement or covenant of the agreements and covenants Company required to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect.; (d) the Parent shall have received a certificate executed on behalf of the Company, executed Company by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections Sections 7.2(a) through (ac) and (b) of this Section 6.2 have been satisfied.; (e) the Company Financing shall have been consummated on or before March 29, 2013 (unless extended by Parent, in its sole discretion). For purposes of this Agreement, “Company Financing” means the issuance of additional Company securities (at a price per Unit of not less than $0.10) in connection with a financing by the Company of an amount equal to $1,900,000;

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will shall be further subject to the satisfaction (or written waiver (where permissibleby Parent) at or prior to the Effective Time of each of the following conditions: (i) The representations and warranties of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (iia) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e(i) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”3.8(b) shall be true and correct in all respects as of the date of this Agreement Effective Time as though made on and as of such date, and (ii) set forth in this Agreement (other than Section 3.8(b)) shall be true and correct in all respects (without giving effect to any “materiality,” “Material Adverse Effect” or similar qualifiers contained in any such representations and warranties other than those contained in any representation requiring disclosure in the Closing Date with Company Disclosure Schedule of a list of items qualified as to materiality) as of the same force and effect Effective Time as if though made on and as of such date (other than unless any such representation and or warranty that is expressly made only as of a specific date or timedate, in which needs only event such representation and warranty shall be so true and correct in all respects as of such date or timespecified date), except except, in the case of this clause (ii), where the failure of any such representations and warranties in this clause (iii) to be so true and correct correct, in the aggregate, has not had had, and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.; (b) The the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by, or complied with by by, it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.Effective Time; and (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (aSections 7.2(a) and (b) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will be are also subject to the satisfaction or written waiver (where permissiblepermissible pursuant to applicable Law) at by Parent and Merger Sub on or prior to the Effective Time of each Closing of the following conditions: (ia) The Each of the representations and warranties contained in Article IV (i) that are qualified by reference to materiality, material adverse effect or any similar qualification shall be true and correct in all respects as of the Company contained date hereof and as of the Closing Date as though made on the Closing Date (except to the extent any representation or warranty expressly relates to a specific date, in Section 3.1, Section 3.2(dwhich case as of that specific date), Section 3.3and (ii) that are not qualified as to materiality, Section 3.9individually and in the aggregate, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement hereof and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with (except to the same force and effect as if made on and extent any representation or warranty expressly relates to a specific date, in which case as of such that specific date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.; (b) The Company shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants covenants, in this Agreement required to be performed by or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred 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 shall will have received a certificate of certificate, signed by the Company, executed by an chief executive officer or chief financial officer of the Company, dated certifying as of to the Closing Date, certifying that the conditions matters set forth in subsections (a) and (b) of this Section 6.2 have been satisfied7.02.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the Merger will be is subject to the satisfaction (or written waiver (where permissibleby Parent) at or prior to the Effective Time of each of the following conditionsadditional conditions at or before Closing: (ia) The there shall not be any Dissenting Shares; (b) the Company shall have obtained at its own expense all of the waivers, permits, consents, approvals, novations or other authorizations whatsoever, and effected all of the registrations, filings and notices which are required on the part of the Company to consummate the transactions contemplated by this Agreement, including, but not limited to, the consents set forth in Section 2.4(c) of the Disclosure Schedule, and to otherwise comply with all applicable laws and regulations in connection with the consummation of the series of transactions contemplated by this Agreement; (c) the representations and warranties of the Company contained and the Shareholders set forth in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement Closing except to the extent they pertain to a different date; (d) the Company and as each of the Closing Date Shareholders shall each have performed or complied with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects its or his agreements and covenants required to be performed or complied with under this Agreement as of such date or time)prior to the Closing; (e) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the series of transactions contemplated by this Agreement or any one of them, (ii) cause the representations series of transactions contemplated by this Agreement or any one of them to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and warranties no such judgment, order, decree, stipulation or injunction shall be in effect; (f) the Company shall have delivered to the Parent the Company Certificate; (g) Parent shall have received the resignations, effective as of the Closing, of each director and officer of the Company contained specified by Parent; (h) Parent shall have received such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as Parent shall reasonably request in connection with the Closing; (i) Parent shall have received a fully executed employment agreement (including noncompete, invention assignment and non-solicitation provisions) by and between the Surviving Corporation and each of Xxxx Xxxx, Xxx Xxxxxx and Xxxxxx Read in a form reasonably satisfactory to Parent; (j) Parent shall have received for each employee an executed acknowledgement of receipt of the employee handbook of the Company; (k) Parent shall have received the Escrow Agreement, executed by the Shareholder Representative and the Escrow Agent; (l) all outstanding Options shall have been terminated; (m) Parent shall have received an executed Confidential Investor Questionnaire from each Shareholder in the first sentence form attached hereto as Exhibit C; (n) the Company shall have obtained the Requisite Shareholder Approval of Section 3.2(a)the Shareholders; (o) Parent shall have received the legal opinion of the Company’s counsel in a form reasonably satisfactory to Parent, the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) dated as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.Agreement; (bp) The the Company shall have performed no Debt; (q) Parent shall have received evidence (in form and complied substance reasonably satisfactory to Parent) that the Company’s investment bankers, attorneys and/or other advisors and any other similar agents and representatives have been or will be paid in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement full at or prior to the ClosingClosing (except for the Incremental Transaction Expenses payable to Healthcare Growth Partners, or LLC pursuant to Section 1.8(f)(iv)), and that the Surviving Corporation will have no liability to any breach or failure such parties for any costs related to do so the transactions contemplated by this Agreement; (r) the Company shall have been cured.purchased tail coverage on the D&O, employment practices and E&O insurance covering any claims made within six (6) years after the Closing Date that are based upon or relate to acts, events or omissions that occurred any time prior to Closing. Such tail insurance shall have deductibles and coverage amounts that are no less favorable to the Company and the Surviving Corporation as the insurance the Company had in place during the six (6) months immediately prior to Closing. In the event the coverage that would be afforded to the Surviving Corporation through the purchase of the aforementioned tail coverage E&O insurance is already covered by Parent’s insurance policies as in place at Closing and without any additional cost to Parent, the accrual for the cost of purchasing tail coverage E&O insurance shall be reversed for purposes of calculating the Final Balance Sheet; (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (ds) Parent shall have received a certificate of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying evidence (in form and substance reasonably satisfactory to Parent) that the conditions set forth Company has paid a bonus to Xxxxxx Read in subsections the amount of $22,000; and (at) Parent shall have received evidence (in form and (bsubstance reasonably satisfactory to Parent) that the Company has paid all accrued vacation in excess of this Section 6.2 have been satisfied240 hours per employee.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) The representations and warranties of the Company contained in Section 3.1this Agreement, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 the Ancillary Documents and Section 3.30 of this Agreement 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 (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 on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The 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 agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement 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, 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, or any breach or failure to do so shall have been cured. (ce) Since 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 Company Material Adverse Effect. (df) Parent The Company shall have received a certificate delivered each of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions closing deliverables set forth in subsections (a) and (b) of this Section 6.2 have been satisfied2.05(a).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent's waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) 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 3.24, the representations and warranties of the Company contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall 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 (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 Section 3.13.01, Section 3.2(d3.02(a), Section 3.33.04, Section 3.9, Section 3.29 3.06 and Section 3.30 of this Agreement 3.24 shall be true and correct in all material respects on and as of the date of this Agreement hereof and on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The 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 agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement 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 Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing, or any breach or failure to do so . (e) The Financing shall have been curedfunded in accordance with the terms of the Financing Commitment Letter. (cf) Since the date of this AgreementDecember 31, 2013, there shall not have occurred any Material Adverse Effect, nor shall any event or events, state of facts or circumstances 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. (dg) Parent The Company shall have received a certificate delivered each of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions closing deliverables set forth in subsections Section 2.03(a). (ah) and (b) Holders of this no more than 7.5% of the outstanding shares of Company 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 6.2 have been satisfied262 of the DGCL with respect to such shares of Company Stock.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will be are also subject to the satisfaction or written waiver (where permissible) at or by Parent prior to the Effective Time of each of the following conditions: (i) The Company shall have performed all of its obligations hereunder required to be performed by it at or prior to the Effective Time, except where any failure to perform would not, individually or in the aggregate, materially impair or significantly delay the consummation of the Merger; (ii) (A) each of the representations and warranties of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement which are qualified by a Company Material Adverse Effect or words of similar effect shall be true and correct (except to the extent such representations and warranties expressly relate to a specific date or as of the date hereof, in which case such representations and warranties shall be true and correct as of such date) and (B) each of the representation and warranties of the Company contained in this Agreement which are not so qualified shall be true and correct (except to the extent such representations and warranties expressly relate to a specific date or as of the date hereof, in which case such representations and warranties shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date), except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to haveinaccuracies as, individually or in the aggregate with all other such failures to be true or correctaggregate, would not have a Company Material Adverse Effect.; and (iii) Parent and Merger Sub shall have received a certificate signed by an executive officer of the Company as to compliance with the conditions set forth in this paragraph 6.2(a); (b) The Company shall have performed and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there no event shall not have occurred which has or which would reasonably be expected to have a Company Material Adverse Effect.; provided, however, that any change, condition, event or development (i) that primarily results from this Agreement, the Merger or the announcement thereof, (ii) generally affecting the industries in which the Company operates, including changes due to actual or proposed changes in laws or regulations, or (iii) related to a general drop in stock prices in the United States, shall, for the purpose of this Section 6.2(b) only, be excluded in determining whether a Company Material Adverse Effect has occurred; (c) The Management Stockholders Agreement shall be in full force and effect; (d) Parent All permits, licenses and other authorizations required from Governmental Entities for the consummation of the Merger; except were the lack of such permits, licenses and other authorizations would not have, individually or in the aggregate, a Company Material Adverse Effect; (e) There shall not have received a certificate been any action, proceeding, application, claim, suit, judgment or order instituted or pending, entered or enforced against, the Company or any subsidiary or affiliate of the Company or the Merger, by any legislative body, court, government or governmental, administrative or regulatory authority or agency which would have the effect of, directly or indirectly requiring, or being reasonably likely to result in requiring, the Company, executed by an executive officer Parent or Merger Sub to pay damages or other litigation costs (including settlement costs and attorney's fees) that are in excess of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfied.$3,500,000;

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will be are further subject to the satisfaction (or written waiver (where permissiblewaiver, if permissible under applicable Law) at on or prior to the Effective Time of each Closing Date of the following conditions: (ia) The representations and warranties of the Company contained Fundamental Representations (other than Section 3.5(a)) set forth in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement hereof and as of the Closing Date with Closing, except the same force Fundamental Representations (other than Section 3.5(a)) made as of an earlier date or time, which need be true and effect as if made on and correct only as of such date, except for any representation and warranty that is expressly made as of a specific earlier date or time (which needs only time. Section 3.5(a) shall be true and correct in all material respects as of such the date hereof and as of the Closing, except (i) for the portions of 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 and (ii) for breaches of Section 3.5(a) that, in the representations and warranties aggregate, would not result in a misrepresentation as to securities of the Company contained valued at less than $250,000. The representations of the Company set forth in this Agreement other than the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 Fundamental Representations shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement hereof and as of the Closing Date with the same force except (i) for representations and effect as if made on and as of such date, except for any representation and warranty warranties that is expressly made speak as of a specific date or time (which needs only need be true and correct in all respects (except for de minimis deviations) only as of such date or time) and (iiiii) all other for breaches of the representations and warranties of the Company contained set forth in this Agreement Article III (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(bFundamental Representations) or that, in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or timeaggregate, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, have a Company Material Adverse Effect.; (b) The Company shall have performed and complied in all material respects with the agreements and covenants all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.Closing Date; (c) Since the date of this Agreement, there here shall not be any event that is continuing that would individually, or in the aggregate, reasonably be expected to have occurred a Company Material Adverse Effect.; (d) Parent shall have received a certificate of certificate, signed by the Company, executed by an chief executive officer or chief financial officer of the Company, dated 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 Date, certifying that are attached to such certificate; and (k) The Company shall have delivered to Parent a certificate of good standing with respect to the conditions set forth in subsections (a) and (b) Company from State of this Section 6.2 have been satisfiedDelaware.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or written waiver (where permissibleto the extent permitted under applicable Law) at or prior to the Effective Time of each of the following conditions: (a) (i) The representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall 3.2(a) – (c) will be true and correct in all material respects as (except for any inaccuracies that would not, in the aggregate, reflect an underrepresentation of the date number of this Agreement and fully diluted Shares outstanding, before giving effect to the Merger, of more than 0.50% from that reflected in such representations) as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e3.1(a) and the first and second sentences Section 3.3 of Section 3.33 this Agreement shall be true and correct in all material respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than date, except for any representation and warranty that is expressly made as of a specific date or time, time (which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and as would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, have a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred any change, event, development, condition, occurrence or effect or state of facts that has had a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a), (b) and (bc) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be transactions contemplated by this Agreement are subject to the satisfaction or written waiver (where permissibleif permitted by applicable Law) at or prior to the Effective Time Closing of each of the following conditions: (ia) The representations and warranties of the Company contained in Section 3.1, Section 3.2(d4.1(a)-(c), Section 3.34.2, Section 3.9, Section 3.29 and Section 3.30 4.21 shall be true and correct in all material respects (without giving effect to any materiality, Material Adverse Effect or other similar qualifications contained therein) at and as of the Agreement Date and at and as of the Closing Date as if made on and as of the Closing Date (except (x) in the case of Section 4.2, for de minimis inaccuracies and (y) to the extent expressly made as of an earlier date, in which case, as of such date). The other representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (without giving effect to any materiality or Material Adverse Effect qualifications contained therein) as of the date of this Agreement Date and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with (except to the same force and effect extent expressly made as if made on and of an earlier date, in which case, as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has would not had have and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correctaggregate, a Company Material Adverse EffectEffect on the Company and its Subsidiaries, taken as a whole. (b) The Company shall must have performed and complied with in all material respects with the all covenants, agreements and covenants obligations required to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been curedClosing Date. (c) Since The waiting period (including any extension thereof) applicable to the date consummation of this Agreement, there shall not the transactions contemplated hereby under the HSR Act or any applicable antitrust and competition Laws of foreign countries to the extent set forth on Schedule 7.2(c) will have occurred a Company Material Adverse Effectexpired or been terminated. (d) Parent None of the parties hereto will be subject to any Law then in effect enacted, issued, promulgated by a Governmental Authority of competent jurisdiction or any Order of a court of competent jurisdiction, in each case, enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement. (e) There shall not have been any Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, between the Agreement Date and the Closing that still constitutes a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, as of the Closing Date. (f) The Employment Offer Letter and Non-Competition Agreement of each of the Key Employees and the Specified Employees, respectively, shall continue to be in full force and effect as of the Closing and no Key Employee shall have received provided notice of termination of his or her employment with the Company or any of its Subsidiaries. No fewer than [***]% of those Company employees listed on Schedule 7.2(f) (the “Employee Threshold”) shall be employed by the Company immediately prior to the Closing and shall have accepted an offer of continued employment with the Company, Parent or an Affiliate of the Company or Parent, as applicable, in a writing signed by such employees and delivered to Parent (such continuing employees, the “Continuing Employees”). None of the Key Employees shall have, and no more than [***]% of the Company employees listed on Schedule 7.2(f) shall have, revoked or rescinded their acceptances of the offer of continued employment from the Company, Parent or an Affiliate of the Company or Parent, as applicable. (g) At or prior to the Closing, the Company shall deliver, or cause to be delivered, to Parent the following items: (i) The payoff letters with respect to the Company Debt and any necessary UCC authorizations or other releases as may be reasonably required or as set forth in such payoff letters to evidence the satisfaction of such Company Debt following the satisfaction of the terms contained in each such payoff letter, in each case, in accordance with Section 6.10; (ii) A certificate of the Company, executed by Secretary of State of Delaware as to the good standing as of a recent date of the Company in Delaware; (iii) A certificate from an executive officer of the Company, dated as given by him or her on behalf of the Closing DateCompany and not in his or her individual capacity, certifying that to the effect that, with respect to the Company, the conditions set forth in subsections (aSection 7.2(a), Section 7.2(b) and (bSection 7.2(e) of this Section 6.2 have been satisfied; (iv) Original corporate record books and stock or equity record books, as applicable, of the Company and each of its Subsidiaries to the extent possessed by a third party other than the Company and its Subsidiaries as of the Closing; (v) An affidavit issued to Parent by an officer of the Company as required by Treasury Regulation Section 1.1445-2(c)(3) certifying that the Company has not been a United States real property holding corporation (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith) at any time during the five‑year period ending on the Closing Date, in form and substance reasonably satisfactory to Parent; (vi) Duly executed copies of all Consents set forth on Schedule 7.2(g)(vi) and Schedule 4.3(b), in each case in form and substance reasonably satisfactory to Parent; (vii) Evidence reasonably satisfactory to Parent that all Liens on the assets of the Company and its Subsidiaries (other than Permitted Liens) will have been released in full following the satisfaction of the terms contained in the documentation with respect to the release of such Liens, in each case, in accordance with Section 6.10; (viii) A true, correct and complete copy of resolutions adopted by the Company’s board of directors providing for the termination of the Company’s 401(k) Plan as contemplated by Section 6.12. (ix) The Spreadsheet in a form reasonably satisfactory to Parent; (x) The Expense Acknowledgements; (xi) The Stockholders’ Written Consent; (xii) The Estimated Closing Statement; (xiii) Duly executed Joinder Agreements from Sellers holding at least [***]% of the Fully Diluted Common Shares (including the Founder Stockholder) and [***]% of the Outstanding Series B Shares; (xiv) Each Promised Optionholder shall have executed and delivered to the Company and Parent a waiver and acknowledgement in the form attached hereto as Exhibit G (the “Promised Option Bonus Letter and Release”), which amounts payable thereunder shall constitute Selling Expenses under this Agreement; (xv) A waiver and acknowledgement in the form attached hereto as Exhibit H (the “Founder Acknowledgement”) from each of the Founders and the Founder Stockholder; and (xvi) A counterpart to each Ancillary Agreement that the Company and/or the Representative is party to shall have been duly executed by the Company and/or the Representative, as applicable, and delivered to Parent.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will shall be further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (a) (i) The the representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement that are qualified as to Company Material Adverse Effect shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 this Agreement that are not so qualified shall be true and correct in all respects (except for de minimis deviations) material respects, in each case as of the date of this Agreement and Effective Time as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if though made on and as of such date (other than unless any such representation and or warranty that is expressly made only as of a specific date date, in which event such representation and warranty shall be true and correct or time, which needs only be true and correct in all respects material respects, as the case may be, as of such date or timespecified date), except where the failure of any such representations and warranties referred to in this clause (iiiii) 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 with all other such failures to be true or correct, have a Company Material Adverse Effect.; (b) The the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.Closing Date; (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of the CompanyChief Executive Officer, executed by an executive officer President or Vice President of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (aSections 7.2(a) and (b) of this Section 6.2 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 the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) The representations and warranties of the Company contained in Section 3.1this Agreement, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 the Ancillary Documents and Section 3.30 of this Agreement 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 (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 on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The 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 agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement at or prior to or on the ClosingClosing Date; provided, or any breach or failure that, with respect to do so agreements, covenants and conditions that are qualified by materiality, the Company shall have been curedperformed such agreements, covenants and conditions, as so qualified, in all respects. (c) Since No Action shall have been commenced against Parent, Merger Sub or the Company or any of its Subsidiaries, which seeks to challenge the transactions contemplated by this Agreement or which would otherwise prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Entity, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) 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 Company Material Adverse Effect. (de) None of the stockholders of the Company shall have perfected or exercised statutory appraisal rights pursuant to Section 262 of the DGCL with respect to their shares of Company Common Stock or Company Preferred Stock. (f) The Parent shall have received a certificate satisfactorily completed its due diligence investigation of the Company, executed by an executive officer of and such due diligence investigation shall be acceptable to the CompanyParent, dated as of in the Closing Date, certifying that the conditions set forth in subsections (a) Parent’s sole and (b) of this Section 6.2 have been satisfiedabsolute discretion.

Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to consummate effect the Merger will shall be further subject to the satisfaction or written waiver (where permissible) at on or prior to the Effective Time of each of the following conditionsadditional conditions precedent any of which can be waived by, and in the sole discretion of, Parent or Merger Sub: (ia) The representations and warranties of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct have performed in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct complied in all material respects as of such date or time), (ii) the representations with all agreements and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company conditions contained in this Agreement that are required to be performed or complied with by it prior to or at the Closing. (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications b) Each of the Company's representations and other qualifications based upon the concept warranties contained in Article IV of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if though such representations and warranties were made on and as of the Closing, except for changes permitted by this Agreement and except where the failure of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only to be true and correct in all respects as of such date or time), except where the failure of such representations does not have and warranties in this clause (iii) to could not be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other aggregate, a Material Adverse Effect; provided that any such failures representation and warranty which is itself qualified as to Material Adverse Effect shall not be deemed so qualified for purposes of this condition and any representation and warranty that addresses matters only as of a certain date shall be true and correct as of that certain date. (c) The Parent and Merger Sub shall have received the proceeds of the Financing contemplated by the Financing Letters (or correctAlternative Financing in accordance with Section 6.7). (d) The aggregate number of Appraisal Shares shall not exceed 7% of the outstanding Company Common Stock at the Effective Time. (e) Since the date hereof, a Company there shall not have occurred any Material Adverse Effect. (bf) The At the Closing, the Company shall have performed delivered signed letters of resignation from each director of the Company pursuant to which each such director resigns from his 42 position as a director of the Company and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement makes such resignation effective at or prior to the ClosingEffective Time. (g) On the Closing Date, no more than $154,400,000 of Net Debt shall be outstanding. (h) The consent, approval or waiver of each person (other than the Required Governmental Consents) whose consent or approval shall be required in order to permit the succession by the Surviving Corporation pursuant to the Merger to any obligation, right or interest of the Company or any breach Subsidiary of the Company under any lease, license or failure to do so other agreement or instrument shall have been curedobtained, except where the failure to obtain such consent, approval or waiver would not materially adversely affect the economic or business benefits of the transactions contemplated by this Agreement to Parent as to render inadvisable the consummation of the Merger. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (di) Parent shall have received a certificate dated the Closing Date and signed by the Chairman, President or a Vice-President of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth specified in subsections (a) and (b) of this Section 6.2 7.3 have been satisfiedsatisfied and received a calculation, in reasonable specificity, as to the determination of Net Debt.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will shall be further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: : (a) (i) The the representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 Sections 3.3 (a) and Section 3.30 of this Agreement 3.18 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect Effective Time as if though made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except for any representation and warranty that is expressly made as of a specific date or time (which needs only failure to be true and correct in all material respects as of such date or time), that would be immaterial to Parent and Merger Sub; and (ii) the other representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 this Agreement shall be true and correct (without giving effect to any limitation on any representation or warranty indicated by the words "Material Adverse Effect", "in all respects (material respects", "in any material respect", "material" or "materially," except for de minimis deviationsthe limitation set forth in clause (i) of Section 3.8) as of the date of this Agreement and as of the Closing Date with the same force and effect Effective Time, as if though made on and as of such date, the Effective Time (except for any representation and warranty that is to the extent expressly made as of a specific date or time (an earlier date, in which needs only be true and correct in all respects (except for de minimis deviations) case as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or timeearlier date), except where the failure of any such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correctaggregate, a Company Material Adverse Effect. . (b) The the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by, or complied with by by, it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. Effective Time; and (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (aSections 7.2(a) and (b) of this Section 6.2 have been satisfied.. SECTION

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger will shall be further subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (a) (i) The each of the representations and warranties of the Company contained set forth in Section 3.1, Section 3.2(d3.1 (Organization and Qualification; Subsidiaries), Section 3.33.2 (Certificate of Incorporation and Bylaws), Section 3.93.3(a) (Capitalization), Section 3.29 3.4 (Authority), Section 3.5 (No Conflict; Required Filings and Consents) and Section 3.30 of this Agreement 3.25 (Brokers) shall be true and correct accurate in all material respects respects, in each case, as of the date of this Agreement and as of the Closing Date with date of the same force and effect Condition Satisfaction as if made on at and as of such date, except for time (unless any such representation and or warranty that is expressly made only as of a specific date or time (date, in which needs only event such representation and warranty shall be so true and correct in all material respects accurate as of such date or timespecified date), ; and (ii) each of the other representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct accurate (disregarding any qualifications as to materiality or Material Adverse Effect contained therein), in all respects (except for de minimis deviations) each case, as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects Condition Satisfaction as of the date of this Agreement and as of the Closing Date with the same force and effect as if though made on and as of such date (other than unless any such representation and or warranty that is expressly made only as of a specific date or timedate, in which needs only event such representation and warranty shall be so true and correct in all respects accurate as of such date or timespecified date), except where the failure of any such representations and warranties referred to in this clause (iiiii) to be so true and correct accurate, has not had and would not not, individually or in the aggregate, reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.; (b) The the Company shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants covenants, required to be performed by, or complied with by by, it under this Agreement at or prior to the ClosingEffective 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 any breach willful or failure to do so shall have been cured.intentional breach; (c) Since since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of Agreement and prior to the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying date that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfied.is two

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the Merger will be is further subject to the satisfaction (or written waiver (where permissibleby Merger Sub, if permissible under Law) at or prior to the Effective Time of each Closing of the following conditions: (i) The representations and warranties of the Company contained in Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (iia) the representations and warranties of the Company contained in the first sentence of (i) Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 4.21 shall be true and correct accurate in all respects and (except for de minimis deviationsii) Section 4.1 through Section 4.20 shall be true and accurate as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation those representations and warranty warranties that is expressly made address matters only as of a specific particular date or only with respect to a specific period of time, which needs representations and warranties need only be true and correct in all respects accurate as of such date or timewith respect to such period); provided, except where however, that the condition set forth in Section 7.2(a)(ii) shall be deemed to have been satisfied unless the impact of the failure of any of such representations and warranties in this clause (iiiwhen read without exception or qualification as to materiality or Material Adverse Effect) to be so true and correct accurate has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.; (b) The the Company shall have performed and or complied in all material respects with the all agreements and or covenants required to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured.; (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received delivered to Parent a certificate of certificate, dated the CompanyClosing Date, executed signed by an executive officer of the Company, dated as of the Closing Date, Company certifying that the conditions set forth in subsections (aSection 7.2(a) and (bSection 7.2(b) of this Section 6.2 have been satisfied; (d) not more than 20% of the shares of Company Common Stock outstanding immediately prior to the Effective Time (for this purpose assuming the exercise for Company Class A Common Stock immediately prior to the Effective Time of all then outstanding Company Options) shall be Dissenting Shares; and (e) from the date of this Agreement through the Effective Time, there shall not have occurred any event that has had a Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) 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 3.25, 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 (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 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 Section 3.13.01, Section 3.2(d3.02(a), Section 3.33.04, Section 3.9, Section 3.29 3.06 and Section 3.30 of this Agreement 3.25 shall be true and correct in all material respects on and as of the date of this Agreement hereof and on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The Company and the Members shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement 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, or any breach or failure to do so shall have been cured. (ce) Since 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 Company Material Adverse Effect. (df) The Company shall have delivered each of the closing deliverables set forth in Section 2.03(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 received a certificate completed its due diligence investigation of the CompanyCompany and the Business, executed 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 an executive officer 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 Company, dated as of the Closing Date, certifying that the conditions condition set forth in subsections (a) and (b) of this Section 6.2 have been satisfied7.02(h).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) 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 3.24, the representations and warranties of the Company contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall 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 (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 Section 3.13.01, Section 3.2(d3.02(a), Section 3.33.04, Section 3.9, Section 3.29 3.06 and Section 3.30 of this Agreement 3.24 shall be true and correct in all material respects on and as of the date of this Agreement hereof and on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The 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 agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement 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, or any breach or failure to do so shall have been cured. (ce) Since 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 Company Material Adverse Effect. (df) Parent The Company shall have received a certificate delivered each of the Company, executed closing deliverables set forth in Section 2.03(a). (g) The Company or Stockholder Representative shall have delivered to Parent the Joinder Agreements signed by an executive officer every Stockholder of the Company, dated Company as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfieddate hereof.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (a) (i) The representations and warranties Fundamental Representations of the Company contained in (other than Section 3.1, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 and Section 3.30 of this Agreement 3.04) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time)the Closing Date, (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) 3.04 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (the Closing Date, other than any representation and warranty that is expressly made as of a specific date or timeSection 3.04(e), which needs only shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date other than for de minimis inaccuracies, (iii) each of the other representations and warranties of the Company contained in ARTICLE III shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, except (A) in the case of each of clauses (i), (ii) and (iii), representations and warranties that are expressly made as of a specific date shall be true and correct (subject to the standards set forth herein) only on and as of such date or timeand (B) in the case of clause (iii), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correctaggregate, 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 agreements, covenants and conditions required by this Agreement and each of the agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement at or prior to or on the Closing, or any breach or failure to do so shall have been curedClosing Date. (c) Since The Company shall have delivered each of the date of this Agreement, there shall not have occurred a Company Material Adverse Effectclosing deliverables set forth in Section 2.03(a). (d) Parent and Merger Sub shall have received a certificate of the Company, executed by an executive officer of Financing and the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfiedproceeds related thereto.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (i) The representations and warranties of the Company contained in Section 3.1, Section 3.2(c), Section 3.2(d), Section 3.2(e), Section 3.3, Section 3.9, Section 3.29 3.9 and Section 3.30 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any such representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e3.11(b) and the first and second sentences of Section 3.33 3.29 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any such representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time), (iii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a) and the first sentence of Section 3.2(b) shall be true and correct in all respects as of the Capitalization Date except for de minimis deviations and (iiiiv) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in the first sentence of Section 3.11(b) 3.32 or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than date, except for any such representation and warranty that is expressly made as of a specific date or time, time (which needs only be true and correct in all respects as of such date or time), except where the failure of such representations and warranties in this clause (iiiiv) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correctcorrect pursuant to this clause (iv), would not constitute a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at or prior to the Closing, or any breach or failure to do so shall have been cured. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) 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 3.24, the representations and warranties of the Company contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall 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 (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 Section 3.13.01, Section 3.2(d3.02(a), Section 3.33.04, Section 3.9, Section 3.29 3.06 and Section 3.30 of this Agreement 3.24 shall be true and correct in all material respects on and as of the date of this Agreement hereof and on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.; (b) The 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 agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement 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, or any breach or failure to do so shall have been cured.; (ce) Since From the date of this Agreement, there shall not have occurred a Company 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; (df) Parent The Company shall have received a certificate delivered each of the Company, executed closing deliverables set forth in Section 2.03(a); and (g) The Company or Stockholder Representative shall have delivered to Parent the Joinder Agreements signed by an executive officer every Stockholder of the Company, dated Company as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 have been satisfieddate hereof.

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 will be are subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following additional conditions, any one or more of which may be waived in writing by Parent: (a) (i) The the Company Fundamental Representations shall be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties of the Company contained in Section 3.1which speak as to an earlier date, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 which representations and Section 3.30 of this Agreement warranties shall be true and correct in all material respects as of the such earlier date of this Agreement (disregarding any qualifications and as of the Closing Date with the same force exceptions contained therein relating to materiality, material adverse effect and effect as if made on and as of such date, except for Company Material Adverse Effect or any representation and warranty that is expressly made as of a specific date similar qualification or time (which needs only be true and correct in all material respects as of such date or timeexception), and (ii) the representations and warranties each of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations (without giving disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect to any references to any and Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality any similar qualification or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”exception) shall be true and correct in all respects as of the date of this Agreement Closing Date, except with respect to such representations and warranties which speak as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation and warranty that is expressly made as of a specific date or timeto an earlier date, which needs only representations and warranties shall be true and correct in all respects as of such date or time)earlier date, except where the failure of such representations and warranties for, in each case in this clause (iii) to be so true and correct has not had and would not reasonably be expected to haveii), inaccuracies or omissions that, individually or in the aggregate with all other such failures to be true or correctaggregate, have not had, and would not have, a Company Material Adverse Effect.; (b) The each of the covenants and agreements of the Company shall have performed and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at as of or prior to the Closing, or any breach or failure to do so Closing shall have been cured.performed in all material respects; (c) Since the date of this AgreementCompany shall have delivered, there shall not have occurred a Company Material Adverse Effect.or caused to be delivered, to Parent the deliverables set forth in Section 2.3(a); (d) Parent the Company Member Lock-Up Agreements shall remain in full force and effect; (e) the Shinyoung Restrictive Covenant Agreement shall remain in full force and effect; (f) the transactions contemplated by the Shinyoung Exchange Agreement shall have received a certificate of been consummated; (g) the Company, executed by an executive officer of Shinyoung License shall remain in full force and effect; (h) the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) of this Section 6.2 Conversion shall have been satisfiedconsummated; and (i) no Company Material Adverse Effect shall have occurred between the date hereof and the Closing.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent's waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) Other than the representations and warranties of the Company contained in 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 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 (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 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 Section 3.13.01, Section 3.2(d3.02(a), Section 3.33.04, Section 3.93.05, Section 3.29 3.06, Section 3.25, Section 3.27, Section 3.28, Section 3.29, Section 3.30, and Section 3.30 of this Agreement 3.31 shall be true and correct in all material respects on and as of the date of this Agreement hereof and on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The 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 agreements and covenants 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 Agreement, shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing, or any breach or failure to do so shall have been cured. (ce) Since 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 Company Material Adverse Effect. (df) 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 be satisfied, in their sole and absolute discretion, with the results of their due diligence investigation of the Company, and with the Disclosure Schedules delivered by 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 that are not engaging in any business or other activity shall have been dissolved 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 certificate of the Company, executed form or forms agreed to by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth Parent in subsections its sole and absolute discretion. (av) and (b) of this Section 6.2 have been satisfied.[redacted]

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 will be are subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following additional conditions, any one or more of which may be waived in writing by Parent and Merger Sub: (a) (i) The the Company Fundamental Representations shall be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties of the Company contained in Section 3.1which speak as to an earlier date, Section 3.2(d), Section 3.3, Section 3.9, Section 3.29 which representations and Section 3.30 of this Agreement warranties shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date, except for any representation and warranty that is changes after the date of this Agreement which are contemplated or expressly made as of a specific date permitted by this Agreement or time (which needs only be true and correct in all material respects as of such date or time)the Ancillary Agreements, (ii) the representations representation and warranties warranty of the Company contained in the first second sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 4.24 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other each of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence of Section 4.24 (without giving disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect to any references to any and Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality any similar qualification or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”exception) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date Date, except with the same force respect to such representations and effect warranties which speak as if made on to an earlier date, which representations and warranties shall be true and correct at and as of such date (other than any representation and warranty that is expressly made as of a specific date or time, which needs only be true and correct in all respects as of such date or time)date, except where the failure of such representations and warranties for, in this clause (iii) to be so true and correct has not had and each case, inaccuracies or omissions that would not reasonably be expected to havenot, individually or in the aggregate with all other such failures aggregate, reasonably be expected to be true or correct, have a Company Material Adverse Effect.; (b) The Each of the covenants of the Company shall have performed and complied in all material respects with the agreements and covenants to be performed or complied with by it under this Agreement at as of or prior to the Closing, or any breach or failure to do so Closing shall have been cured.performed in all material respects; and (c) Since the date of this Agreement, there There shall not have occurred a Company Material Adverse Effect. (d) Parent shall have received a certificate of Effect after the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in subsections (a) and (b) date of this Section 6.2 have been satisfiedAgreement.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) The Other than the representations and warranties of the Company contained in Section Sections 3.1, Section 3.2(d3.2(a), Section 3.33.4 and 3.24, Section 3.9the representations and warranties of the Company contained in this Agreement, Section 3.29 the Ancillary Documents and Section 3.30 of this Agreement any certificate or other writing delivered pursuant hereto shall be have been true and correct in all material respects 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 (a) 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 Sections 3.1, except for any representation 3.2(a), 3.4 and warranty that is expressly made as of a specific date or time (which needs only be 3.24 shall have been true and correct in all material respects as of such the date or time), (ii) the representations of this Agreement and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all material respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (other than any representation except to the extent such representations and warranty that is expressly warranties are specifically made as of a specific date or timeparticular date, in which needs only case such representations and warranties shall be true and correct in all respects as of such date or timedate), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect. (b) The 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 agreements and covenants Ancillary Documents to be performed or complied with by it under this Agreement 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, or any breach or failure to do so shall have been cured. (ce) Since From the date of this Agreement, there shall not have occurred a Company any Material Adverse Effect. (df) Parent The Company shall have received a certificate delivered each of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions closing deliverables set forth in subsections Section 2.3(a). (ag) and Holders of no more than ten percent (b10%) of this 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 6.2 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 the Merger will transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or written waiver (where permissible) Parent’s waiver, at or prior to the Effective Time Closing, of each of the following conditions: (ia) 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 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 (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 Section 3.13.01, Section 3.2(d3.02(a), Section 3.33.04, Section 3.9, Section 3.29 3.06 and Section 3.30 of this Agreement 3.23 shall be true and correct in all material respects on and as of the date of this Agreement hereof and on and as of the Closing Date with the same force and effect as if though made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all material respects as of such date or time), (ii) the representations and warranties of the Company contained in the first sentence of Section 3.2(a), the first sentence of Section 3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.33 shall be true and correct in all respects (except for de minimis deviations) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct in all respects (except for de minimis deviations) as of such date or time) and (iii) all other representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein, other than the representations set forth in Section 3.11(b) or in the term “Company Material Contract”) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on at and as of such date (other than any representation except those representations and warranty warranties that is expressly made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date or time, which needs only be true and correct in all respects as of such date or timerespects), except where the failure of such representations and warranties in this clause (iii) to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.; (b) The Company shall have duly performed and complied in all material respects with the agreements all agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by it under this Agreement 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, or any breach or failure to do so shall have been cured.; (ce) Since From the date of this Agreement, there shall not have occurred a Company 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 (df) Parent The Company shall have received a certificate delivered each of the Company, executed by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions closing deliverables set forth in subsections (a) and (b) of this Section 6.2 have been satisfied2.03(a).