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 effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) (i) The representations and warranties of the Company set forth in the Agreement (other than in the first sentence of Section 3.1(a), the second and last sentence of Section 3.2(a) and Section 3.26) shall be true and correct (individually or in the aggregate), at and as of the Closing Date 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 where failure to be true and correct (without giving effect to any limitation as to “materiality” or “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 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), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) shall be true and correct in all respects at and as of the Closing Date as if made on such date; (b) The Company shall have performed in all material respects all obligations, agreements or covenants required by this Agreement to be performed or complied with by it prior to the Closing Date; (c) 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.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect consummate the Merger are further will be subject to the satisfaction (or waiver, if permissible under applicable Law) on written waiver at or prior to the Closing Date Effective Time of each of the following conditions: (a) (i) The representations and warranties Each representation or warranty of the Company set forth contained in Section 3.1(a), Section 3.3, Section 3.9, Section 3.23 and Section 3.24 of this Agreement shall be true and correct in all material respects as of the Agreement 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 (other than 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 3.1(a3.2(a), the second and last sentence of Section 3.2(a) and Section 3.26) shall be true and correct (individually or in the aggregate), at and as of the Closing Date 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 where failure to be true and correct (without giving effect to any limitation as to “materiality” or “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 set forth in the first sentence of Section 3.1(a), the second and last sentence of Section 3.2(a3.2(b) and Section 3.26 (except, in the case of the second sentence of Section 3.2(a), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof3.2(c) shall be true and correct in all respects at (except for inaccuracies 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 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), except 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 all obligations, with the agreements or and covenants required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Closing Date;Closing. (c) 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 Since the date of this Agreement, there shall not have occurred any change, event, changedevelopment, condition, occurrence or circumstance that effect or state of facts that, individually or in the aggregate, has had or would reasonably be reasonably likely expected to have a Company Material Adverse Effect. (d) 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 of Parent and Merger Sub to effect the Merger are shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on waiver at or prior to the Closing Date Effective Time of the following conditions: (a) (i) The the representations and warranties of the Company set forth in the Agreement (other than in the first sentence of Section 3.1(aSections 3.3(a), the second 3.4 and last sentence 3.18 of Section 3.2(a) and Section 3.26) this Agreement shall be true and correct (individually or in the aggregate)all respects, at and as of the Closing Date 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 where failure to be true and correct (without giving effect to any limitation as to “materiality” or “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 set forth in this Agreement other than those specified in the first sentence 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 Section 3.1(a), the second and last sentence of Section 3.2(aCompany set forth in this Agreement other than those specified in the foregoing clauses (i) and Section 3.26 (except, in the case of the second sentence of Section 3.2(a), for any de minimis variances and any variances resulting from the exercise of Options after the date hereofii) that are not so qualified shall be true and correct in all respects at material respects, in each case, as of the date of this Agreement and as of the Closing Date Effective Time as if 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 this clause (iii) to be so true and correct, in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect; (b) The the Company shall have performed in all material respects all the obligations, and complied in all material respects with the agreements or covenants and covenants, required by this Agreement to be performed by, or complied with by by, it under this Agreement at or prior to the Closing DateEffective Time; (c) 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 a Material Adverse Effect; (d) Parent shall have received a certificate signed on behalf of the Company by an executive officer of the Company to the effect Company, certifying that the conditions set forth in Sections 6.2(aSection 7.2(a) and (bSection 7.2(b) have been satisfied; (de) The Company 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 paid received documentation reasonably satisfactory to it evidencing that all outstanding indebtedness and all other obligations under (i) the Contingent DividendAmended 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 (eg) Except as set forth on Section 3.6(a) 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 Company Disclosure Schedule, from and after amount of the date of this Agreement, there shall not have occurred any event, change, or circumstance that has had or would be reasonably likely indebtedness allocable to have a Company Material Adverse Effectsuch party.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect consummate the Merger are further will be subject to the satisfaction or written waiver (or waiver, if permissible under applicable Lawwhere permissible) on at or prior to the Closing Date Effective Time of each of the following conditions: (a) (i) The representations and warranties of the Company set forth contained in the Agreement (other than in the first sentence of Section 3.1(a3.1, Section 3.2(d), the second and last sentence of Section 3.2(a) 3.3, Section 3.9, Section 3.29 and Section 3.26) 3.30 of this Agreement shall be true and correct (individually or in all material respects as of the aggregate), at date of this Agreement 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 where failure to for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct (without giving effect to any limitation in all material respects as to “materiality” of such date or “Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effecttime), and (ii) the representations and warranties of the Company set forth contained in the first sentence of Section 3.1(a3.2(a), the second and last first sentence of Section 3.2(a3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.26 3.33 shall be true and correct in all respects (exceptexcept 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 case of the second sentence of Section 3.2(a), for any de minimis variances and any variances resulting from the exercise of Options after the date hereofterm “Company Material Contract”) shall be true and correct in all respects at 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;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 all obligations, with the agreements or and covenants required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Closing Date;Closing, or any breach or failure to do so shall have been cured. (c) 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 Since 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 effect consummate the Merger are further will be subject to the satisfaction (or waiver, if permissible under applicable Law) on written waiver at or prior to the Closing Date Effective Time of each of the following conditions: (a) (i) The Each representation or warranty of the Company contained in Section 3.1(a), Section 3.3, Section 3.4(i), Section 3.9, Section 3.22, Section 3.24 and Section 3.29 of this Agreement shall be true and correct (except to the extent that such inaccuracies would be immaterial, in the aggregate) as of the Closing Date with the same force and effect as if made on and as of such date, except for any representation or warranty that is expressly made as of a specific date or time (which needs only be true and correct 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) of this Agreement shall be true and correct (except for inaccuracies 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 or warranty that is expressly made as of a specific date or time (which needs only be true and correct as of such date or time), and (iii) all other representations and warranties of the Company set forth contained in the this Agreement (other than in the first sentence of Section 3.1(a), the second and last sentence of Section 3.2(a) and Section 3.26) shall be true and correct (individually or in the aggregate), at and as of the Closing Date 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 where failure to be true and correct (without giving effect to any limitation as references to “materiality” 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 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 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), for any de minimis variances and any variances resulting from the exercise of Options after the date hereofContract”) shall be true and correct in all respects at 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 or warranty that is expressly made as of a specific date or time (which needs only be true and correct as of such date or time), except 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 all obligations, with the agreements or and covenants required by this Agreement to be performed or complied with by it prior under this Agreement, or any breach or failure to the Closing Date;do so shall have been cured. (c) Parent Merger Sub shall have received a certificate signed on behalf of the Company Company, executed by an executive officer of the Company to Company, dated as of the effect Closing Date, certifying that the conditions set forth in Sections 6.2(asubsections (a) and (b) of this Section 6.2 have been satisfied;. (d) The Prior to, but no earlier than 30 days prior to, the Closing, the Company shall have paid delivered to Parent a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Contingent Dividend; andShares do not constitute “United States real property interests” under Section 897(c) of the Code and a form of notice to the IRS, each in substantially the form of Exhibit D hereto. Parent is hereby authorized to file such forms with the Internal Revenue Service on behalf of the Company. (e) Except as set forth on Section 3.6(a) of the Company Disclosure Schedule, from and after Since the date of this Agreement, there shall not have occurred and be continuing any change, event, changedevelopment, condition, occurrence or circumstance that effect or state of facts that, individually or in the aggregate, has had or would reasonably be reasonably likely expected to have a Company Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub. (a) The obligations of Parent and Merger Xxxxxx Sub to complete the Closing and effect the Merger under Article III of this Agreement are further subject to the satisfaction (or waiver, if permissible under applicable Lawwaiver in writing by Xxxxxx and Xxxxxx Sub) on or prior to the Closing Date of the following conditionsconditions precedent on or before the Effective Time: (a) (i) The representations and warranties of the Company set forth in the Agreement (other than in the first sentence of Section 3.1(aSections 4.1(c)(i)-(iii), the second and last sentence of Section 3.2(a) and Section 3.26) shall be true and correct (individually or in except for any de minimis inaccuracies) as of the aggregate)date hereof, at and as of the Closing Date as if though made on such date (other than those representations and warranties that address matters only as of a particular date the Closing Date (except to the extent that any such representation and warranty speaks as of any earlier date, in which are case such representation and warranty shall be true and correct as of such earlier date); (ii) The representations and warranties of the Company set forth in Section 4.1(a), except where failure to Section 4.1(c)(iv), Section 4.2, Section 4.3(g)(iii), Sections 4.1(d) and (e) and Section 4.20 shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effectof the date hereof, and as of the Closing Date as though made as of the Closing Date (iiexcept to the extent that any such representation and warranty speaks as of any earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) the in each case in all respects; (iii) The representations and warranties of the Company 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), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) 4.15 shall be true and correct in all respects at as of the date hereof, and as of the Closing Date as if though made as of the Closing Date; and (iv) Other than the representations and warranties listed in the immediately preceding clauses (i), (ii) and (iii), each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date (without giving effect to any “materiality” or “Company Material ​ Adverse Effect” qualifiers) as though made on and as of such date and time (except to the extent that any such representation and warranty speaks as of any earlier date;, in which case such representation and warranty shall be true and correct as of such earlier date), except, in each case, for such failures to be true and correct as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have duly performed and complied with, in all material respects all obligationsrespects, the covenants, obligations and agreements or covenants required by contained in this Agreement to be performed or and complied with by it at or prior to the Closing Date;Closing. (c) Parent Xxxxxx and Xxxxxx Sub shall have received a certificate signed executed on behalf of the Company by an officer of the Company to the effect its Chief Executive Officer or Chief Financial Officer confirming that the conditions set forth in Sections 6.2(aclauses (a) and (b) of this Section 7.2 have been duly satisfied;. (d) The Company Preferred Stock Transactions shall have paid been consummated by the Contingent Dividend; andInsider Stockholders on the terms set forth in the Purchase Agreement and the Contribution Agreement. (e) Except as set forth on Section 3.6(a) The Series A-1 Amendment shall have been approved by all necessary corporate actions under applicable Law, and shall have been filed with the Secretary of State of the Company Disclosure Schedule, from and after State of Delaware pursuant to 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 EffectDGCL.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect complete the Merger are further subject to the satisfaction following conditions (any or waiver, if permissible under applicable Law) on or all of which may be waived by Parent at any time prior to the Closing Date of the following conditions:Effective Time): (a) (i) The representations and warranties of the Company (i) set forth in the Agreement (other than in the first sentence of Section 3.1(a), the second and last sentence of Section 3.2(a3.1(b), Section 3.1(g) and Section 3.267.1 (the “Company Fundamental Representations”) shall will be true and correct (individually or in the aggregate), at and as of all material respects on the Closing Date with the same effect as if though made on such that date (other than those except that any representation and warranty that relates expressly to a specified date or a specified period need only to have been true and correct in all material respects with regard to the specified date or period) and (ii) all representations and warranties that address matters only as of a particular date which are the Company other than the Company Fundamental Representations will be true and correct in all respects on the Closing Date with the same effect as of such datethough made on that date (except that any representation and warranty that relates expressly to a specified date or a specified period need only to have been true and correct with regard to the specified date or period), except where failure failures of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” materiality or “Company Material Adverse Effect” Effect qualifications set forth therein) ), in aggregate, have not had and would not be reasonably be expected to have a Company Material Adverse EffectEffect on the Company, and (ii) the representations and warranties of the Company 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), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) shall be true and correct in all respects at and as of will have delivered to Parent a certificate dated the Closing Date as if made on such date; (b) The Company shall have performed in all material respects all obligations, agreements or covenants required by this Agreement to be performed or complied with by it prior to the Closing Date; (c) Parent shall have received a certificate and 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 effect. (b) The Company will have fulfilled in all material respects all its obligations under this Agreement required to have been satisfied;fulfilled 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) 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 Since the date of this Agreement, there shall not no events have occurred any event, changeoccurred, or circumstance conditions that has did not exist at the date of this Agreement come into being, that in aggregate have or have had or would be reasonably likely to have a Company Material Adverse EffectEffect on the Company. (e) Parent’s stockholders will have approved the Parent 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 become effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement will be in effect and no proceedings for that purpose will have been initiated 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 effect the Merger are further also subject to the satisfaction (or waiver, if permissible under applicable Law) on or waiver by Parent prior to the Closing Date Effective Time of the following conditions: (a) (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 set forth contained in the this Agreement (other than in the first sentence which are qualified by a Company Material Adverse Effect or words of Section 3.1(a), the second and last sentence of Section 3.2(a) and Section 3.26) similar effect shall be true and correct (individually except to the extent such representations and warranties expressly relate to a specific date or in the aggregate), at and as of the Closing Date as if made on date hereof, in which case such date (other than those representations and warranties that address matters only as of a particular date which are shall be true and correct as of such date), except where failure to ) 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 (without giving effect except to any limitation the extent such representations and warranties expressly relate to a specific date or as to “materiality” of the date hereof, in which case such representations and warranties shall be true and correct in all material respects as of such date), except for such inaccuracies as, individually or “in the aggregate, 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 thereinin this paragraph 6.2(a); (b) Since the date of this Agreement, no event shall have occurred which has or which would not reasonably be expected to have a Company Material Adverse Effect; provided, and 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 representations and warranties of industries in which the Company set forth 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 first sentence of Section 3.1(a)United States, 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)shall, for any de minimis variances and any variances resulting from the exercise purpose of Options after the date hereofthis Section 6.2(b) shall only, be true and correct excluded in all respects at and as of the Closing Date as if made on such date; (b) The determining whether a Company shall have performed in all material respects all obligations, agreements or covenants required by this Agreement to be performed or complied with by it prior to the Closing DateMaterial Adverse Effect has occurred; (c) Parent The Management Stockholders Agreement 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 be in Sections 6.2(a) full force and (b) have been satisfiedeffect; (d) The Company shall have paid All permits, licenses and other authorizations required from Governmental Entities for the Contingent Dividend; and (e) Except as set forth on Section 3.6(a) consummation of the Company Disclosure ScheduleMerger; except were the lack of such permits, from licenses and after other authorizations would not have, individually or in the date of this Agreementaggregate, 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.; (e) There shall not have 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, Parent or Merger Sub to pay damages or other litigation costs (including settlement costs and attorney's fees) that are in excess of $3,500,000;

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect consummate the Merger are further transactions contemplated by this Agreement shall be subject to the satisfaction (fulfillment or Parent’s waiver, if permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following conditions: (a) (i) The Other than the representations and warranties of the Company set forth contained in the Agreement (other than in the first sentence of Section 3.1(a3.01, Section 3.02(a), the second and last sentence of Section 3.2(a) 3.04, Section 3.06 and Section 3.26) 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 (individually in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the aggregate), at 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 if though made on at and as of such date (other than except those representations and warranties that address matters only as of a particular date specified date, the accuracy of which are true and correct shall be determined as of such datethat specified date in all respects), except where failure to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effect, and (ii) the . The representations and warranties of the Company set forth contained in the first sentence of Section 3.1(a3.01, Section 3.02(a), the second and last sentence of Section 3.2(a) 3.04, Section 3.06 and Section 3.26 (except, in the case of the second sentence of Section 3.2(a), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) 3.25 shall be true and correct in all respects at on and as of the date hereof and on and as of the Closing Date with the same effect as if though made on 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). (b) The Company shall have duly performed and complied in all material respects with all obligationsagreements, agreements or covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date;. (c) Parent No Action shall have received a certificate signed on behalf of been commenced against Parent, Merger Sub or the Company by an officer of Company, which would prevent the Company to the effect that the conditions set forth in Sections 6.2(a) and (b) Closing. No injunction or restraining order shall have been satisfied;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. (e) The Company shall have paid delivered each of the Contingent Dividend; andclosing deliverables set forth in Section 2.03(a). (ef) Except as set forth on Section 3.6(a) All outstanding shares of the Company Disclosure Schedule, from Class B Common Stock and after the date of this Agreement, there Company Series A Convertible Preferred Stock shall not have occurred any event, change, or circumstance that has had or would be reasonably likely to have a been converted into Company Material Adverse Effect.Common Stock..

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect consummate the Merger are further will be subject to the satisfaction or written waiver (or waiver, if permissible to the extent permitted under applicable Law) on at or prior to the Closing Date Effective Time of each of the following conditions: (a) (i) The representations and warranties of the Company set forth in the Agreement (other than in the first sentence of Section 3.1(a), the second and last sentence of Section 3.2(a) and Section 3.26– (c) shall will be true and correct in all respects (individually or except for any inaccuracies that would not, in the aggregate), at and reflect an underrepresentation of the number of 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 (other than those representations date, except for any representation and warranties warranty that address matters only is expressly made as of a particular specific date or time (which are needs only be true and correct as of such datedate or time), except where failure to be true and correct (without giving effect to any limitation as to “materiality” or “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 set forth contained in the first sentence of Section 3.1(a), the second and last sentence of Section 3.2(a) and Section 3.26 (except, 3.3 of this Agreement shall be true and correct in the case all material respects as of the second sentence Closing Date with the same force and effect as if made on and as of Section 3.2(a)such date, except for any de minimis variances representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct 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 variances resulting from references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the exercise concept of Options after the date hereofmateriality or similar phrases contained therein) shall be true and correct in all respects at 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 as of such date or time), except as would not have a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects all obligations, with the agreements or and covenants required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Closing Date;Closing, or any breach or failure to do so shall have been cured. (c) 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 Since the date of this Agreement, there shall not have occurred any change, event, changedevelopment, condition, occurrence or circumstance effect or state of facts 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), (b) and (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 effect consummate the Merger transactions contemplated by this Agreement are further subject to the satisfaction fulfillment (or waiverwaiver by Parent and Merger Sub, in their sole discretion and if permissible permitted under applicable Law) on ), at or prior to before the Closing Date Closing, of each of the following conditions: (a) (i) The Other than the representations and warranties of the Company set forth contained in Section 3.1 (Organization and Power), Section 3.2 (Authority), Section 3.3 (Capitalization; Subsidiaries; Indebtedness), Section 3.5 (Financial Statements), and Section 3.14 (Brokerage) (collectively, the Agreement (other than in the first sentence of Section 3.1(a“Company Specified Representations and Warranties”), the second representations and last sentence warranties of Section 3.2(a) the Company contained in this Agreement and Section 3.26) shall any certificate or other writing delivered pursuant hereto will be true and correct in all respects (individually in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the aggregate), at 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 if though made on at and as of such date (other than except those representations and warranties that address matters only as of a particular date specified date, the accuracy of which are true and correct will be determined as of such datethat specified date in all respects), except where failure to be true . The Company Specified Representations and correct (without giving effect to any limitation as to “materiality” or “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 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), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) shall Warranties will be true and correct in all respects at on and as of the date hereof and on and as of the Closing Date with the same effect as if though made on at and as of such date (except those representations and warranties that address matters only as of a specified date;, the accuracy of which will be determined as of that specified date in all respects). (b) The Company shall will have duly performed and complied in all material respects with all obligationsagreements, agreements or covenants covenants, and conditions required by this Agreement to be performed or complied with by it prior to before or on the Closing Date;; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Company will have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) Parent shall will have received a certificate signed on behalf copy of (i) the Company by an officer of completed Audited Financial Statements, (ii) any unaudited quarterly financial statements completed since December 31, 2015 (the Company to the effect that the conditions set forth in Sections 6.2(a) “Post-2015 Quarterly Financial Statements”), and (biii) have been satisfied;unaudited monthly financial statements for any calendar months not included in the most recent Post-2015 Quarterly Financial Statement. (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 From the date of this Agreement, there shall will not have occurred any eventMaterial Adverse Effect, changenor will any event or events have occurred that, individually or circumstance that has had in the aggregate, with or would without the lapse of time, could reasonably be reasonably likely expected to have result in a Company Material Adverse Effect. (e) Parent will have received each of the following documents, in each case duly executed (if applicable) by each party thereto other than Parent and in form and substance reasonably acceptable to Parent: (i) an escrow agreement, among Representative, Parent, and the Escrow Agent, in form and substance satisfactory to each of them (the “Escrow Agreement”); (ii) a paying agent agreement among Representative, Parent, and the Paying Agent, in form and substance satisfactory to each of them (the “Paying Agent Agreement”); (iii) such documents, signed by Representative and/or by each Former Equity Owner who may receive Parent Shares pursuant to this Agreement, as may be required to authorize the Transfer Agent to transfer to Parent, if and to the extent required by this Agreement, any Escrowed Shares that are to be held in the name of each Former Equity Owner, all in form and substance reasonably satisfactory to Parent and the Transfer Agent; (iv) employment agreements with each of Tix Xxxxx, Ruxx Xxxxx, Daxxx Xxxxxx, and Jox Xxxxxx, each of which provides for compensation not less than the levels in effect before the execution of this Agreement and will include an agreement not to compete with the Business (as defined in this Agreement) for one year following termination of employment, and such other provisions as may be mutually agreed upon by Parent and the respective officer (collectively, the “Employment Agreements”); (v) copies of all consents to be obtained in order to consummate the transactions contemplated by this Agreement with respect to the agreements identified on Schedule 6.2(e)(v); (vi) invoices reflecting the Company Transaction Expenses; (vii) written resignations of such managers and officers, if any, of the BioD Companies as may be requested by Parent; (viii) a waiver by each of the Equity Owners of the applicability of the “right of first refusal” provisions in the Company’s Organizational Documents; (ix) a certificate, in form and substance reasonably acceptable to Parent, dated as of the Closing Date and signed by a duly authorized officer of the Company, certifying that, pursuant to Treasury Regulations Section 1.1445-11T(d)(2), either (A) 50% or more of the value of the gross assets of the Company does not consist of “United States real property interests” (within the meaning of Section 897(c)(1)(A) of the Code) or (B) 90% or more of the value of the gross assets of the Company does not consist of “United States real property interests” plus cash or cash equivalents; and (x) A certificate, dated as of the Closing Date and signed by a duly authorized officer of the Company, certifying that, pursuant to Treasury Regulations Section 1.1445-2(b), the Company is not a foreign person within the meaning of Section 1445 of the Code, in form and substance reasonably acceptable to Parent. (f) Parent will have received a certificate of a duly authorized officer of the Company, current as of the Closing Date, certifying: (i) that the amounts set forth on the Closing Payment Spreadsheet as Company Transaction Expenses are accurate and complete; and (ii) that the information set forth on the updated Unit Table that is part of the Closing Payment Spreadsheet is accurate and complete.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) The Fundamental Representations (other than Section 3.5(a)) set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, except the Fundamental Representations (other than Section 3.5(a)) made as of an earlier date or time, which need be true and correct only as of such earlier date or time. Section 3.5(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date, 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 aggregate, would not result in a misrepresentation as to securities of the Company valued at less than $100,000. The representations and warranties of the Company set forth in the this Agreement (other than in the first sentence of Section 3.1(a), the second and last sentence of Section 3.2(a) and Section 3.26) Fundamental Representations shall be true and correct (individually or in the aggregate), at and as of the date hereof and as the Closing Date as if made on such date except (other than those i) for representations and warranties that address matters only speak as of a particular specific date or time, which are true and correct as of such date), except where failure to need be true and correct (without giving effect to any limitation only as to “materiality” of such date or “Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effect, time and (ii) for breaches of the representations and warranties of the Company set forth in ARTICLE III (other than the first sentence of Section 3.1(a), the second and last sentence of Section 3.2(aFundamental Representations) and Section 3.26 (exceptthat, in the case of the second sentence of Section 3.2(a)aggregate, for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) shall be true and correct in all respects at and as of the Closing Date as if made on such datewould not have a Material Adverse Effect; (b) The Company shall have performed in all material respects all obligations, agreements or covenants obligations required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Closing Date; (c) There shall not be any event that is continuing that would individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect; (d) Parent shall have received a certificate certificate, signed on behalf by the chief executive officer or chief financial officer of the Company, certifying as to the matters set forth 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 SAFE Conversion shall have been consummated; (g) The Company shall have executed and delivered to the Parent a copy of each Transaction Document to which it is a party; (h) The Stockholders set forth on Schedule 8.2(h) (the “Key Stockholders”) shall have executed and delivered to Parent the Lock-Up Agreement; (i) Parent shall have received a certificate, signed by an officer of the Company Company, certifying that true, complete and correct copies of the Organizational Documents of the Company, as in effect on the Closing Date, are attached to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfiedsuch certificate; (dj) 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, are attached to such certificate; (k) Parent has received from Parent Investors in the PIPE Financing at least $50,000,000; and (l) The Company shall have paid delivered to Parent a certificate of good standing with respect to the Contingent Dividend; and (e) Except as Company from State of Delaware and the State of California. If the Closing occurs, all Closing conditions set forth on in Section 3.6(a) 8.1 and Section 8.2 that have not been fully satisfied as 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 Closing will be reasonably likely deemed to have a Company Material Adverse Effectbeen waived by Parent and Merger Sub.

Conditions to Obligations of Parent and Merger Sub. (a) The obligations of Parent and Merger Sub to complete the Closing and effect the Merger under Article III of this Agreement are further subject to the satisfaction (or waiver, if permissible under applicable Lawwaiver in writing by Parent and Merger Sub) on or prior to the Closing Date of the following conditionsconditions precedent on or before the Effective Time: (a) (i) The representations and warranties of the Company set forth in the Agreement (other than in the first sentence of Section 3.1(aSections 4.1(c)(i)-(iii), the second and last sentence of Section 3.2(a) and Section 3.26) shall be true and correct (individually or in except for any de minimis inaccuracies) as of the aggregate), at date of this Agreement and as of the Closing Date as if though made on such date (other than those representations and warranties that address matters only as of a particular date the Closing Date (except to the extent that any such representation and warranty speaks as of any earlier date, in which are case such representation and warranty shall be true and correct as of such earlier date); (ii) The representations and warranties of the Company set forth in Sections 4.1(a), except where failure to 4.1(c)(iv), 4.2, 4.3(iii), third sentence of Section 4.1(d) and 4.18 shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effectof the date of this Agreement, and as of the Closing Date as though made as of the Closing Date (iiexcept to the extent that any such representation and warranty speaks as of any earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) in all material respects; (iii) the representations and warranties of the Company 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), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) 4.16 shall be true and correct in all respects at as of the date of this Agreement and as of the Closing Date as if though made as of the Closing Date; and (iv) other than the representations and warranties listed in the immediately preceding clauses (i), (ii) and (iii), each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date (without giving effect to any materiality, Company Material Adverse Effect or like qualifications therein) as though made on and as of such date and time (except to the extent that any such representation and warranty speaks as of any earlier date;, in which case such representation and warranty shall be true and correct as of such earlier date), except, in each case, for such failures to be true and correct as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. (b) The Company shall have duly performed and complied with, in all material respects all obligationsrespects, the covenants, obligations and agreements or covenants required by contained in this Agreement to be performed or and complied with by it at or prior to the Closing Date;Closing. (c) No Company Material Adverse Effect shall have occurred since the date of this Agreement. (d) Parent and Merger Sub shall have received a certificate signed executed on behalf of the Company by an officer of the Company to the effect its Chief Executive Officer or Chief Financial Officer confirming that the conditions set forth in Sections 6.2(aclauses (a), (b) and (bc) of this Section 7.2 have been duly 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.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect consummate the Merger are further will be subject to the satisfaction or written waiver (or waiver, if permissible to the extent permitted under applicable Law) on at or prior to the Closing Date Effective Time of each of the following conditions: (a) (i) The representations and warranties of the Company set forth in the Agreement (other than in the first sentence of Section 3.1(a), the second and last sentence of Section 3.2(a) and Section 3.26— (c) shall will be true and correct in all respects (individually or except for any inaccuracies that would not, in the aggregate), at and reflect an underrepresentation of the number of 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 (other than those representations date, except for any representation and warranties warranty that address matters only is expressly made as of a particular specific date or time (which are needs only be true and correct as of such datedate or time), except where failure to be true and correct (without giving effect to any limitation as to “materiality” or “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 set forth contained in the first sentence of Section 3.1(a), the second and last sentence of Section 3.2(a) and Section 3.26 (except, 3.3 of this Agreement shall be true and correct in the case all material respects as of the second sentence Closing Date with the same force and effect as if made on and as of Section 3.2(a)such date, except for any de minimis variances representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct 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 variances resulting from references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the exercise concept of Options after the date hereofmateriality or similar phrases contained therein) shall be true and correct in all respects at 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 as of such date or time), except as would not have a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects all obligations, with the agreements or and covenants required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Closing Date;Closing, or any breach or failure to do so shall have been cured. (c) 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 Since the date of this Agreement, there shall not have occurred any change, event, changedevelopment, condition, occurrence or circumstance effect or state of facts 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), (b) and (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 effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) The Fundamental Representations (other than Section 3.5(a)) set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing, except the Fundamental Representations (other than Section 3.5(a)) made as of an earlier date or time, which need be true and correct only as of such earlier date or time. Section 3.5(a) shall be true and correct in all material respects as of 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 aggregate, would not result in a misrepresentation as to securities of the Company valued at less than $1,000,000. The representations and warranties of the Company set forth in the this Agreement (other than in the first sentence of Section 3.1(a), the second and last sentence of Section 3.2(a) and Section 3.26) Fundamental Representations shall be true and correct (individually or in the aggregate), at and as of the date hereof and as the Closing Date as if made on such date except (other than those i) for representations and warranties that address matters only speak as of a particular specific date or time (which are true and correct as of such date), except where failure to need be true and correct (without giving effect to any limitation only as to “materiality” of such date or “Company Material Adverse Effect” set forth thereintime) would not reasonably be expected to have a Company Material Adverse Effect, and (ii) for breaches of the representations and warranties of the Company set forth in ARTICLE III (other than the first sentence of Section 3.1(a), the second and last sentence of Section 3.2(aFundamental Representations) and Section 3.26 (exceptthat, in the case of the second sentence of Section 3.2(a)aggregate, for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) shall be true and correct in all respects at and as of the Closing Date as if made on such datewould not have a Company Material Adverse Effect; (b) The Company shall have performed in all material respects all obligations, agreements or covenants obligations required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Closing Date; (c) 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 Since the date of this Agreement, there here shall not have occurred be any event, changeevent that is continuing that would individually, or circumstance that has had or would in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect; (d) Parent shall have received a certificate, signed by the chief executive officer or chief financial officer of the Company, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c); (e) The Company Preferred Stock Conversion shall have been consummated; (f) The Company shall have executed and delivered to the Parent a copy of each Transaction Document to which it is a party; (g) The Stockholders set forth on Schedule 8.2(g) (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, are attached to such certificate; and (l) The Company shall have delivered to Parent a certificate of good standing with respect to the Company from State of Delaware.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are further also subject to the satisfaction (or waiver, if permissible under applicable Law) on or waiver by Parent prior to the Closing Date Effective Time of the following conditions: (a) (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 set forth contained in the this Agreement (other than in the first sentence which are qualified by a Company Material Adverse Effect or words of Section 3.1(a), the second and last sentence of Section 3.2(a) and Section 3.26) similar effect shall be true and correct (individually except to the extent such representations and warranties expressly relate to a specific date or in the aggregate), at and as of the Closing Date as if made on date hereof, in which case such date (other than those representations and warranties that address matters only as of a particular date which are shall be true and correct as of such date), except where failure to ) 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 (without giving effect except to any limitation the extent such representations and warranties expressly relate to a specific date or as to “materiality” of the date hereof, in which case such representations and warranties shall be true and correct in all material respects as of such date), except for such inaccuracies as, individually or “in the aggregate, 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 thereinin this paragraph 6.2(a); (b) Since the date of this Agreement, no event shall have occurred which has or which would not reasonably be expected to have a Company Material Adverse Effect; provided, and 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 representations and warranties of industries in which the Company set forth 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 first sentence of Section 3.1(a)United States, 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)shall, for any de minimis variances and any variances resulting from the exercise purpose of Options after the date hereofthis Section 6.2(b) shall only, be true and correct excluded in all respects at and as of the Closing Date as if made on such date; (b) The determining whether a Company shall have performed in all material respects all obligations, agreements or covenants required by this Agreement to be performed or complied with by it prior to the Closing DateMaterial Adverse Effect has occurred; (c) Parent The Management Stockholders Agreement 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 be in Sections 6.2(a) full force and (b) have been satisfiedeffect; (d) The Company shall have paid All permits, licenses and other authorizations required from Governmental Entities for the Contingent Dividend; and (e) Except as set forth on Section 3.6(a) consummation of the Company Disclosure ScheduleMerger; except were the lack of such permits, from licenses and after other authorizations would not have, individually or in the date of this Agreementaggregate, 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.; (e) There shall not have 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, Parent or Merger Sub to pay damages or other litigation costs (including settlement costs and attorney's fees) that are in excess of $3,500,000;

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect consummate the Merger are further transactions contemplated by this Agreement shall be subject to the satisfaction (fulfillment or Parent's waiver, if permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following conditions: (a) (i) The Other than the representations and warranties of the Company set forth contained in the Agreement (other than in the first sentence of Section 3.1(a3.01, Section 3.02(a), the second and last sentence of Section 3.2(a) 3.04, Section 3.06 and Section 3.26) 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 (individually in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the aggregate), at 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 if though made on at and as of such date (other than except those representations and warranties that address matters only as of a particular date specified date, the accuracy of which are true and correct shall be determined as of such datethat specified date in all respects), except where failure to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effect, and (ii) the . The representations and warranties of the Company set forth contained in the first sentence of Section 3.1(a3.01, Section 3.02(a), the second and last sentence of Section 3.2(a) 3.04, Section 3.06 and Section 3.26 (except, in the case of the second sentence of Section 3.2(a), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) 3.24 shall be true and correct in all respects at on and as of the date hereof and on and as of the Closing Date with the same effect as if though made on 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). (b) The Company shall have duly performed and complied in all material respects with all obligationsagreements, agreements or covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date;. (c) Parent No Action shall have received a certificate signed on behalf of been commenced against Parent, Merger Sub or the Company by an officer of Company, which would prevent the Company to the effect that the conditions set forth in Sections 6.2(a) and (b) Closing. No injunction or restraining order shall have been satisfied;issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) The Company All approvals, consents and waivers that are listed on Section 3.03 of the Disclosure Schedules shall have paid been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Contingent Dividend; andClosing. (e) Except as set forth on Section 3.6(a) The Financing shall have been funded in accordance with the terms of the Company Disclosure ScheduleFinancing Commitment Letter. (f) Since December 31, from and after the date of this Agreement2013, there shall not have occurred any eventMaterial Adverse Effect, changenor shall any event or events, state of facts or circumstance that has had circumstances have occurred that, individually or would in the aggregate, with or without the lapse of time, could reasonably be reasonably likely expected to have result in a Company Material Adverse Effect. (g) The Company shall have delivered each of the closing deliverables set forth in Section 2.03(a). (h) Holders of 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 262 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 effect consummate the Merger are further will be subject to the satisfaction (or waiver, if permissible under applicable Law) on written waiver at or prior to the Closing Date Effective Time of each of the following conditions: (a) (i) The Each representation or warranty of the Company contained in Section 3.2(a) (third sentence only), Section 3.2(d), Section 3.3 and Section 3.11(b) of 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 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 (A) the first and fourth sentences of Section 3.2(a), (B) the third sentence of Section 3.2(b) and (C) the second and third sentences of Section 3.2(c) 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), and (iii) all other representations and warranties of the Company set forth contained in the Agreement (other than in the first sentence of Section 3.1(a), the second and last sentence of Section 3.2(a) and Section 3.26) shall be true and correct (individually or in the aggregate), at and as of the Closing Date 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 where failure to be true and correct (without giving effect to any limitation as references to “materiality” or “any Company Material Adverse Effect” set forth Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein) would not reasonably be expected to have a Company Material Adverse Effect, and (ii) the representations and warranties of the Company 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), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) shall be true and correct in all respects at 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), except 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 all obligations, with the agreements or and covenants required by this Agreement to be performed or complied with by it prior under this Agreement, or any breach or failure to the Closing Date;do so shall have been cured. (c) 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 Since the date of this Agreement, there shall have not have occurred occurred, arisen or come into existence any eventfact, change, event, development or circumstance that circumstance, or any worsening thereof, which 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), (b) and (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 effect consummate the Merger are further transactions contemplated by this Agreement shall be subject to the satisfaction (fulfillment or Parent’s waiver, if permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following conditions: (a) (i) The Other than the representations and warranties of the Company set forth contained in the Agreement (other than in the first sentence of Section 3.1(a3.01, Section 3.02(a), the second and last sentence of Section 3.2(a) 3.04, Section 3.06 and Section 3.26) 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 (individually in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the aggregate), at 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 if though made on at and as of such date (other than except those representations and warranties that address matters only as of a particular date specified date, the accuracy of which are true and correct shall be determined as of such datethat specified date in all respects), except where failure to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effect, and (ii) the . The representations and warranties of the Company set forth contained in the first sentence of Section 3.1(a3.01, Section 3.02(a), the second and last sentence of Section 3.2(a) 3.04, Section 3.06 and Section 3.26 (except, in the case of the second sentence of Section 3.2(a), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) 3.24 shall be true and correct in all respects at on and as of the date hereof and on and as of the Closing Date with the same effect as if though made on 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); (b) The Company shall have duly performed and complied in all material respects with all obligationsagreements, agreements or covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; (c) Parent No Action shall have received a certificate signed on behalf of been commenced against Parent, Merger Sub or the Company by an officer of Company, which would prevent the Company to the effect that the conditions set forth in Sections 6.2(a) and (b) Closing. No injunction or restraining order shall have been satisfiedissued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby; (d) The Company All approvals, consents and waivers that are listed on Section 3.02 of the Disclosure Schedules shall have paid been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Contingent Dividend; andClosing; (e) Except as set forth on Section 3.6(a) of the Company Disclosure Schedule, from and after From 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, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect; (f) The Company shall have delivered each of the closing deliverables set forth in Section 2.03(a); and (g) The Company or Stockholder Representative shall have delivered to Parent the Joinder Agreements signed by every Stockholder of the Company as of the date hereof.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect consummate the Merger are further will be subject to the satisfaction or written waiver (or waiver, if permissible under applicable Lawwhere permissible) on at or prior to the Closing Date Effective Time of each of the following conditions: (a) (i) The representations and warranties of the Company set forth contained in the Agreement (other than in the first sentence of Section 3.1(a3.1, Section 3.2(d), the second and last sentence of Section 3.2(a) 3.3, Section 3.9, Section 3.29 and Section 3.26) 3.30 of this Agreement shall be true and correct (individually or in all material respects as of the aggregate), at date of this Agreement 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 where failure to for any representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct (without giving effect to any limitation in all material respects as to “materiality” of such date or “Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effecttime), and (ii) the representations and warranties of the Company set forth contained in the first sentence of Section 3.1(a3.2(a), the second and last first sentence of Section 3.2(a3.2(b), Section 3.2(c), Section 3.2(e) and the first and second sentences of Section 3.26 3.34 shall be true and correct in all respects (exceptexcept 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 case of the second sentence of Section 3.2(a), for any de minimis variances and any variances resulting from the exercise of Options after the date hereofterm “Company Material Contract”) shall be true and correct in all respects at 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;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 all obligations, with the agreements or and covenants required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Closing Date;Closing, or any breach or failure to do so shall have been cured. (c) 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 Since 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 effect consummate the Merger are further transactions contemplated by this Agreement shall be subject to the satisfaction (fulfillment or Parent’s waiver, if permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following conditions: (a) (i) The Other than the representations and warranties of the Company set forth contained in the Agreement (other than in the first sentence of Section 3.1(a3.01, Section 3.02(a), the second and last sentence of Section 3.2(a) 3.04, Section 3.06 and Section 3.26) 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 (individually in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the aggregate), at 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 if though made on at and as of such date (other than except those representations and warranties that address matters only as of a particular date specified date, the accuracy of which are true and correct shall be determined as of such datethat specified date in all respects), except where failure to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effect, and (ii) the . The representations and warranties of the Company set forth contained in the first sentence of Section 3.1(a3.01, Section 3.02(a), the second and last sentence of Section 3.2(a) 3.04, Section 3.06 and Section 3.26 (except, in the case of the second sentence of Section 3.2(a), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) 3.24 shall be true and correct in all respects at on and as of the date hereof and on and as of the Closing Date with the same effect as if though made on 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). (b) The Company shall have duly performed and complied in all material respects with all obligationsagreements, agreements or covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date;. (c) Parent No Action shall have received a certificate signed on behalf of been commenced against Parent, Merger Sub or the Company by an officer of Company, which would prevent the Company to the effect that the conditions set forth in Sections 6.2(a) and (b) Closing. No injunction or restraining order shall have been satisfied;issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) The Company All approvals, consents and waivers that are listed on Section 3.02 of the Disclosure Schedules shall have paid been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Contingent Dividend; andClosing. (e) Except as set forth on Section 3.6(a) of the Company Disclosure Schedule, from and after From the date of this Agreement, there shall not have occurred any eventMaterial Adverse Effect, changenor shall any event or events have occurred that, individually or circumstance that has had in the aggregate, with or would without the lapse of time, could reasonably be reasonably likely expected to have result in a Company Material Adverse Effect. (f) The Company shall have delivered each of the 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 every Stockholder of the Company as of the date hereof.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement are further subject to the satisfaction fulfillment (or waiverwaiver by Parent and Merger Sub, in their sole discretion and if permissible permitted under applicable Law) on ), at or prior to before the Closing Date Closing, of each of the following conditions: (a) (i) The Other than the representations and warranties of the Company set forth contained in Section 3.1 (Organization and Power), Section 3.2 (Authority), Section 3.3 (Capitalization; Subsidiaries; Indebtedness), Section 3.5 (Financial Statements), and Section 3.14 (Brokerage) (collectively, the Agreement (other than in the first sentence of Section 3.1(a“Company Specified Representations and Warranties”), the second representations and last sentence warranties of Section 3.2(a) the Company contained in this Agreement and Section 3.26) shall any certificate or other writing delivered pursuant hereto will be true and correct in all respects (individually in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the aggregate), at 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 if though made on at and as of such date (other than except those representations and warranties that address matters only as of a particular date specified date, the accuracy of which are true and correct will be determined as of such datethat specified date in all respects), except where failure to be true . The Company Specified Representations and correct (without giving effect to any limitation as to “materiality” or “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 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), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) shall Warranties will be true and correct in all respects at on and as of the date hereof and on and as of the Closing Date with the same effect as if though made on at and as of such date (except those representations and warranties that address matters only as of a specified date;, the accuracy of which will be determined as of that specified date in all respects). (b) The Company shall will have duly performed and complied in all material respects with all obligationsagreements, agreements or covenants covenants, and conditions required by this Agreement to be performed or complied with by it prior to before or on the Closing Date;; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Company will have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) Parent shall will have received a certificate signed on behalf copy of (i) the Company by an officer of completed Audited Financial Statements, (ii) any unaudited quarterly financial statements completed since December 31, 2015 (the Company to the effect that the conditions set forth in Sections 6.2(a) “Post-2015 Quarterly Financial Statements”), and (biii) have been satisfied;unaudited monthly financial statements for any calendar months not included in the most recent Post-2015 Quarterly Financial Statement. (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 From the date of this Agreement, there shall will not have occurred any eventMaterial Adverse Effect, changenor will any event or events have occurred that, individually or circumstance that has had in the aggregate, with or would without the lapse of time, could reasonably be reasonably likely expected to have result in a Company Material Adverse Effect. (e) Parent will have received each of the following documents, in each case duly executed (if applicable) by each party thereto other than Parent and in form and substance reasonably acceptable to Parent: (i) an escrow agreement, among Representative, Parent, and the Escrow Agent, in form and substance satisfactory to each of them (the “Escrow Agreement”); (ii) a paying agent agreement among Representative, Parent, and the Paying Agent, in form and substance satisfactory to each of them (the “Paying Agent Agreement”); **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (iii) such documents, signed by Representative and/or by each Former Equity Owner who may receive Parent Shares pursuant to this Agreement, as may be required to authorize the Transfer Agent to transfer to Parent, if and to the extent required by this Agreement, any Escrowed Shares that are to be held in the name of each Former Equity Owner, all in form and substance reasonably satisfactory to Parent and the Transfer Agent; (iv) employment agreements with each of Xxx Xxxxx, Xxxx Xxxxx, Xxxxx Xxxxxx, and Xxx Xxxxxx, each of which provides for compensation not less than the levels in effect before the execution of this Agreement and will include an agreement not to compete with the Business (as defined in this Agreement) for one year following termination of employment, and such other provisions as may be mutually agreed upon by Parent and the respective officer (collectively, the “Employment Agreements”); (v) copies of all consents to be obtained in order to consummate the transactions contemplated by this Agreement with respect to the agreements identified on Schedule 6.2(e)(v); (vi) invoices reflecting the Company Transaction Expenses; (vii) written resignations of such managers and officers, if any, of the BioD Companies as may be requested by Parent; (viii) a waiver by each of the Equity Owners of the applicability of the “right of first refusal” provisions in the Company’s Organizational Documents; (ix) a certificate, in form and substance reasonably acceptable to Parent, dated as of the Closing Date and signed by a duly authorized officer of the Company, certifying that, pursuant to Treasury Regulations Section 1.1445-11T(d)(2), either (A) 50% or more of the value of the gross assets of the Company does not consist of “United States real property interests” (within the meaning of Section 897(c)(1)(A) of the Code) or (B) 90% or more of the value of the gross assets of the Company does not consist of “United States real property interests” plus cash or cash equivalents; and (x) A certificate, dated as of the Closing Date and signed by a duly authorized officer of the Company, certifying that, pursuant to Treasury Regulations Section 1.1445-2(b), the Company is not a foreign person within the meaning of Section 1445 of the Code, in form and substance reasonably acceptable to Parent. (f) Parent will have received a certificate of a duly authorized officer of the Company, current as of the Closing Date, certifying: (i) that the amounts set forth on the Closing Payment Spreadsheet as Company Transaction Expenses are accurate and complete; and (ii) that the information set forth on the updated Unit Table that is part of the Closing Payment Spreadsheet is accurate and complete.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction fulfillment (or waiver, if permissible under applicable Lawwaiver by Pxxxxx and Merger Sub) on at or prior to the Closing Date Effective Time of the following conditions: (a) (i) The representations and warranties of the Company set forth in the Agreement Article 3 (other than in the first sentence of Section 3.1(a3.1, Section 3.2(a), the second and last sentence of Section 3.2(a) 3.2(c), Section 3.3, and Section 3.263.18) shall be true and correct in all respects (without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar qualifications contained therein) as of the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (ii) each representation and warranty of the Company contained in Section 3.1 (Corporate Organization), at Section 3.2(c) (Capitalization), Section 3.3 (Authority; Execution and Delivery; Enforceability) and Section 3.18 (Broker’s Fees) shall be true and correct in all material respects as of the Closing Date as if though made on such date (other than those the Closing Date, except for representations and warranties that address matters relate to a specific date or time (which need only as of a particular date which are true and correct as of such date), except where failure to be true and correct (without giving effect to any limitation in all material respects as to “materiality” of such date or “Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effect, time); and (iiiii) the representations and warranties of the Company 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), for any de minimis variances and any variances resulting from the exercise of Options after the date hereofCapitalization) shall be true and correct in all but de minimis respects at and as of the Closing Date as if made on at and as of such date;time. (b) The Company shall have performed and complied in all material respects with all obligations, covenants and agreements or covenants required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Closing Date;. (c) Parent Since the date of this Agreement, no Company Material Adverse Effect has occurred and no event, change or effect has occurred that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) The Company shall have received delivered to Parent a certificate certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company Company, certifying to the effect that the conditions set forth in Sections 6.2(a6.3(a), 6.3(b) and (b6.3(c) have been satisfied;. (de) The Company shall have paid the Contingent Dividend; and (e) Except as set forth on Section 3.6(a) delivered written resignation letters or resolutions of the Company Disclosure Scheduleeffecting the removal or resignation, from as of the Effective Time, of such directors and after officers of the date of this Agreement, there Company as requested by Parent at least two (2) Business Days prior to the Closing Date. (f) The Company shall not have occurred any event, change, or circumstance that has had or would be delivered to Parent the FIRPTA Certificate and Notice in form reasonably likely acceptable to have a Company Material Adverse EffectParent.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect consummate the Merger are further will be subject to the satisfaction (or waiver, if permissible under applicable Law) on written waiver at or prior to the Closing Date Effective Time of each of the following conditions: (a) (i) The representations and warranties of the Company set forth contained in the Agreement (other than in the first sentence of Section 3.1(a3.1, Section 3.2(c), the second and last sentence of Section 3.2(a) 3.2(d), Section 3.2(e), Section 3.3, Section 3.9 and Section 3.26) 3.30 shall be true and correct (individually or in all material respects as of the aggregate), at date of this Agreement 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 where failure to for any such representation and warranty that is expressly made as of a specific date or time (which needs only be true and correct (without giving effect to any limitation in all material respects as to “materiality” of such date or “Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effecttime), and (ii) the representations and warranties of the Company set forth contained in Section 3.11(b) and Section 3.29 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, 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 as of such date or time), (iii) the representations and warranties of the Company contained in the first sentence of Section 3.1(a), 3.2(a) and the second and last first sentence of Section 3.2(a) and Section 3.26 (except, in the case of the second sentence of Section 3.2(a), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof3.2(b) shall be true and correct in all respects at as of the Capitalization Date except for de minimis deviations and (iv) 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 3.32 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;, 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 as of such date or time), except where the failure of such representations and warranties in this clause (iv) to be so true and correct individually or in the aggregate with all other such failures to be true or correct 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 all obligations, agreements or with the covenants required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Closing Date;Closing. (c) 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 Since 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 obligation of Parent and Merger Sub to effect the Merger are further is also subject to the satisfaction (satisfaction, or waiverwaiver by Parent, if permissible under applicable Law) on at or prior to the Closing Date Effective Time, of the following conditions: (a) (i) The representations and warranties of the Company set forth in the Agreement (other than in the first sentence of Section 3.1(a3.2(a), the second and last sentence of Section 3.2(a3.2(b) (with respect to GB) and Section 3.263.8(a) (in each case after giving effect to the lead in to Article III) shall be true and correct (individually or other than, in the aggregatecase of Section 3.2(a) and Section 3.2 (with respect to GB), at such failures to be true and correct as are de minimis) as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as if though 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 where failure to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effectthe Closing Date, and (ii) the representations and warranties of the Company set forth in Sections 3.1, 3.2(b) (with respect to any material Subsidiary of the first sentence of Section 3.1(aCompany, other than GB), 3.2(c), 3.3(a), 3.3(b)(i), 3.7, 3.22 and 3.23 (in each case, after giving effect to the second lead in to Article III) shall be true and last sentence of Section 3.2(a) correct in all material respects (or, if the representation and Section 3.26 (exceptwarranty is qualified by a materiality or Material Adverse Effect qualifier, in the case all respects) as of the second sentence date of Section 3.2(a)this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date. All other representations and warranties of the Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, for any de minimis variances and any variances resulting from in each case, after giving effect to the exercise of Options after the date hereoflead in to Article III) shall be true and correct in all respects at as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as if though made on and as of the Closing Date; provided, that for purposes of this sentence, such date;representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on the Company or the Surviving Corporation. Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company to the foregoing effects. (b) The Company shall have performed in all material respects all obligations, agreements or covenants the obligations required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Closing Date; (c) , and Parent shall have received a certificate signed on behalf of the Company by an officer the Chief Executive Officer and the Chief Financial Officer of the Company to the effect that the conditions set forth in Sections 6.2(asuch effect. (c) and (b) All Requisite Regulatory Approvals shall have been satisfied;obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired, and no such Requisite Regulatory Approval shall impose any term or condition that would constitute, either individually or in the aggregate, a Materially Burdensome Regulatory Condition. (d) The Company All conditions to the consummation of the Bank Merger (other than the consummation of the Merger) shall have paid been and remain satisfied, or then be capable of satisfaction, and Parent shall be reasonably satisfied that the Contingent Dividend; and (e) Except as set forth on Section 3.6(a) of the Company Disclosure Schedule, from and Bank Merger can occur immediately after the date of this Agreement, there shall not have occurred any event, change, Merger or circumstance that has had or would be reasonably likely to have a Company Material Adverse Effectat such other time thereafter as Parent may choose.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect consummate the Merger are further transactions contemplated by this Agreement shall be subject to the satisfaction (fulfillment or Parent’s waiver, if permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following conditions: (a) (i) The Other than the representations and warranties of the Company set forth contained in the Agreement (other than in the first sentence of Section 3.1(a3.01, Section 3.02(a), the second and last sentence of Section 3.2(a) 3.04, Section 3.06 and Section 3.26) 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 (individually in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the aggregate), at 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 if though made on at and as of such date (other than except those representations and warranties that address matters only as of a particular date specified date, the accuracy of which are true and correct shall be determined as of such datethat specified date in all respects), except where failure to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) would not reasonably be expected to have a Company Material Adverse Effect, and (ii) the . The representations and warranties of the Company set forth contained in the first sentence of Section 3.1(a3.01, Section 3.02(a), the second and last sentence of Section 3.2(a) 3.04, Section 3.06 and Section 3.26 (except, in the case of the second sentence of Section 3.2(a), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) 3.24 shall be true and correct in all respects at on and as of the date hereof and on and as of the Closing Date with the same effect as if though made on 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). (b) The Company shall have duly performed and complied in all material respects with all obligationsagreements, agreements or covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date;. (c) Parent No Action shall have received a certificate signed on behalf of been commenced against Parent, Merger Sub or the Company by an officer of Company, which would prevent the Company to the effect that the conditions set forth in Sections 6.2(a) and (b) Closing. No injunction or restraining order shall have been satisfied;issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) The Company All approvals, consents and waivers that are listed on Section 3.02 of the Disclosure Schedules shall have paid been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Contingent Dividend; andClosing. (e) Except as set forth on Section 3.6(a) of the Company Disclosure Schedule, from and after From 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, 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. Table Of Contents 25 (f) The Company shall have delivered each of the 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 every Stockholder of the Company as of the date hereof.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect consummate, or cause to be consummated, the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date 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 which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in the second sentence of Section 4.24 shall be true and correct as of the Closing Date in all respects and (iii) each of the representations and warranties of the Company set forth contained in the this Agreement (other than in the first Company Fundamental Representations and the second sentence of Section 3.1(a)4.24 (disregarding any qualifications and exceptions contained therein relating to materiality, the second material adverse effect and last sentence of Section 3.2(a) and Section 3.26Company Material Adverse Effect or any similar qualification or exception) shall be true and correct (as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate), at and as of the Closing Date 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 where failure to be true and correct (without giving effect to any limitation as to “materiality” or “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 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), for any de minimis variances and any variances resulting from the exercise of Options after the date hereof) shall be true and correct in all respects at and as of the Closing Date as if made on such date; (b) The Each of the covenants of the Company to be performed as of or prior to the Closing shall have been performed in all material respects all obligations, agreements or covenants required by this Agreement to be performed or complied with by it prior to the Closing Date;respects; and (c) Parent There shall not have received occurred 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 Material Adverse Effect 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.

Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger are further also subject to the satisfaction (or waiver, if permissible under applicable Law) on waiver by Parent at or prior to the Closing Date Effective Time of the following conditions: (a) (i) The representations and warranties of the Company set forth in the Agreement contained in: (other than in the first sentence of i) Section 3.1(a), the second and last sentence of Section 3.2(a) and Section 3.26) shall be true and correct 3.02 (individually or in the aggregate), at and as of the Closing Date 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 where failure to be true and correct (without giving effect to any limitation as to “materiality” or “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 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), for any de minimis variances and any variances resulting from the exercise of Options after the date hereofCapitalization) shall be true and correct in all material respects at and as of immediately prior to the Closing Date Effective Time with the same force and effect as if made on and as of immediately prior to the Effective Time except for representations and warranties in Section 3.02 that relate to a specific date or time (which need only be true and correct in all material respects as of such date;date or time); provided, however, that if any inaccuracies in Sections 3.02(a), (b) or (c), individually or in the aggregate, result in the aggregate amount required to be paid by Parent as additional consideration in the Merger (including as a result of the assumption of additional Company Options, Company Restricted Stock, Company RSUs, Company Performance RSUs or other securities convertible into Shares in connection with the Merger) to increase by more than $7,500,000, such representations and warranties in Sections 3.02(a), (b) and (c) shall be deemed to fail to be true and correct in all material respects; and (ii) this Agreement (other than in Section 3.02 (Capitalization)) (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein (except for the representation in Section 3.10 (Absence of Certain Changes or Events) of the Agreement)), shall be true and correct as of immediately prior to the Effective Time with the same force and effect as if made on and as of immediately prior to the Effective Time except for such representations and warranties in this Agreement that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time); provided, however, that the representations and warranties shall be deemed true and correct unless the individual or aggregate impact of the failure to be so true and correct has had a Company Material Adverse Effect. (b) The Company shall have performed in all material respects at or immediately prior to the Effective Time all obligations, obligations and agreements or covenants required by contained in this Agreement to be performed or complied with by it prior to or on the Closing Date;. (c) Since the date of this Agreement, a Company Material Adverse Effect shall not have occurred and be continuing. (d) Parent shall have received a certificate signed on behalf of the Company Company, executed by an officer the Chief Executive Officer and the Chief Financial Officer of the Company Company, dated as of the Closing Date, to the effect that the conditions set forth in Sections 6.2(aSection 6.01(a), Section 6.02(a), Section 6.02(b) and (bSection 6.02(c) have been satisfied; (d) The Company shall have paid satisfied or waived in accordance with the Contingent Dividend; andterms thereof. (e) Except There shall not be pending any Action by any Specified Governmental Entity against, and no Specified Governmental Entity shall have issued any inquiry letter under any Antitrust Laws to, Parent, Merger Sub, the Company, any Company Subsidiary or any of their respective Affiliates in connection with the Merger, (i) that could lead to making illegal, restraining or prohibiting the consummation of any of the Transactions, including the Merger, (ii) that could lead to prohibiting or imposing limitations on the ability of Parent or Merger Sub, or otherwise rendering Parent or Merger Sub unable, to pay for or acquire any or all of the Shares pursuant to the Merger, or a requirement to divest any or all of the Shares to be acquired pursuant to the Merger and the other Transactions, (iii) that could lead to prohibiting or imposing any limitations on the ownership or operation by Parent, the Company or any of their Affiliates of all or any portion of the businesses or assets of Parent, the Company or any of their Affiliates as set forth a result of or in connection with the Merger or the other Transactions, or otherwise compelling Parent, the Company or any of their Affiliates to divest, hold separate, or enter into any license (whether pursuant to an exclusive or nonexclusive license) or similar agreement with respect to any portion of the business or assets of Parent, the Company or any of their respective Affiliates, (iv) that could lead to a requirement for Parent, the Company or any of their Affiliates to enter into any voting trust arrangement, proxy arrangement or similar agreement or arrangement with respect to any portion of the business or assets of Parent, the Company or any of their respective Affiliates, or (v) that could lead to prohibiting or imposing limitations on, the ability of Parent or Merger Sub effectively to acquire, hold or exercise full rights of ownership of the Shares to be acquired pursuant to the Merger and the other Transactions, including the right to vote the Shares on Section 3.6(aall matters properly presented to the stockholders of the Company. (f) There shall not be any Law enacted, entered, enforced or promulgated, or any pending Action by any Governmental Entity, other than the application to the Merger of applicable waiting periods under the HSR Act or similar waiting periods with respect to any other Antitrust Laws that (x) has resulted, or is reasonably likely, individually or in the aggregate, to result, directly or indirectly, in any of the consequences referred to in clauses (i) through (v) of the Company Disclosure Schedule, from and after the date of this Agreement, there shall not have occurred any event, changeSection 6.02(e), or circumstance that (y) has had the effect of making the Merger or would be reasonably likely to any of the other Transactions illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Merger or any of the other Transactions. (g) The CFIUS Approval shall have a Company Material Adverse Effectbeen obtained.