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 subject to the satisfaction or waiver of the following additional conditions: (a) The representations and warranties of the Company (i) set forth in Section 4.2(a) and Section 4.2(b) (Capitalization) shall be true and correct, subject only to de minimis exceptions, as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such earlier date), (ii) set forth in the first sentence of Section 4.1(a) (Organization), Section 4.2(c) and Section 4.2(d) (Capitalization), Section 4.3 (Authority), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), (iii) set forth in Section 4.8(b) (Absence of Certain Changes) shall be true and correct as of the date of this Agreement and as of the Closing as though made as of the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except, in the case of this clause (iv), where such failures to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (b) The Company shall have performed in all material respects all obligations required to be performed by it under the Agreement on or prior to the Closing; (c) The number of Dissenting Shares shall represent less than 20% of the shares of Company Common Stock outstanding immediately prior to the Closing; (d) [Reserved] (e) The Company shall have delivered to Parent a certificate, signed by an executive officer of the Company, confirming the satisfaction of the conditions set forth in clauses (a) and (b) of this Section 7.2; and (f) Since the date of the Agreement a Company Material Adverse Effect shall not have occurred and be continuing.

Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following additional conditions: (a) The representations and warranties of the Company contained in: (i) set forth in Section 4.2(aSections 3.02(a), (b), (d), (g) and Section 4.2(b(h) (Capitalization) shall be true and correct, subject only to de minimis exceptions, as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such earlier date), (ii) set forth in the first sentence of Section 4.1(a) (Organization), Section 4.2(c) and Section 4.2(d) (Capitalization), Section 4.3 (Authority), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of immediately prior to the date of this Agreement Effective Time with the same force and effect as if made on and as of immediately prior to the Closing as though made Effective Time except for representations and warranties in Sections 3.02(a), (b), (d), (g) and (h) 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 if any inaccuracies in Sections 3.02(a), (b), (d), (g) or (h), individually or in the Closing aggregate, result in the aggregate amount required to be paid by Parent as additional consideration in the Merger (except including as a result of the assumption of additional Company Options, Company Restricted Stock, Company RSUs, or other securities convertible into Shares in connection with the Merger) to the extent increase by more than $10,000,000, such representations and warranties expressly relate in Sections 3.02(a), (b), (d), (g) and (h) shall be deemed to an earlier datefail to be true and correct in all material respects; (ii) Section 3.01 (other than Section 3.01(d)(ii)) (Organization and Qualification; Subsidiaries), Sections 3.02(c), (e) and (f) (Capitalization), Section 3.03 (Authority), Section 3.04(a)(ii) and (b) (No Conflict; Required Filings and Consents), Section 3.19 (Opinion of Financial Advisor), Section 3.21 (Required Vote) and Section 3.26 (Brokers and Fees) (the “Fundamental Representations”) to the extent qualified by materiality or “Company Material Adverse Effect” shall be true and correct in which case such all respects 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 representations and warranties in the Fundamental Representations that relate to a specific date or time (which need only be true and correct as of such date or time), and all of the Fundamental Representations to the extent not qualified by materiality or “Company Material Adverse Effect” shall be true and correct in all material respects 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 representations and warranties in the Fundamental Representations that relate to a specific date or time (which need only be true and correct as of such earlier datedate or time); and (iii) Article III of this Agreement (other than in Sections 3.02(a), (iiib), (d), (g) set forth and (h) (Capitalization) and other than the Fundamental Representations) (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein (except for the representation in Section 4.8(b3.10(b) (Absence of Certain ChangesChanges or Events) of the Agreement)), shall be true and correct as of immediately prior to the date of this Agreement Effective Time with the same force and effect as if made on and as of immediately prior to the Closing as though made as of the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) Effective Time except for such representations and (iv) set forth warranties in this Agreement, other than those described in clauses Agreement that relate to a specific date or time (i), (ii) and (iii) above, shall which need only be true and correct (disregarding in all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and material respects as of such earlier datedate or time), except, in the each case of this clause (iv), where except for such failures to be true and correct would notcorrect, individually or and in the aggregate, reasonably be expected to have aggregate as has not had a Company Material Adverse Effect;. (b) The Company shall have performed in all material respects all obligations required and agreements contained in this Agreement to be performed or complied with by it under the Agreement on or prior to or on the Closing;Closing Date. (c) The number of Dissenting Shares shall represent less than 20% of the shares of Company Common Stock outstanding immediately prior to the Closing; (d) [Reserved] (e) The Company shall have delivered to Parent a certificate, signed by an executive officer of the Company, confirming the satisfaction of the conditions set forth in clauses (a) and (b) of this Section 7.2; and (f) Since the date of the Agreement this Agreement, a Company Material Adverse Effect shall not have occurred and be continuing. (d) Parent shall have received a certificate of the Company, executed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Section 6.01(a), Section 6.02(a), Section 6.02(b) and Section 6.02(c) have been satisfied in accordance with the terms thereof. (e) There shall not be pending any Action commenced by any Specified Governmental Entity against 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 seeking to require divestiture of 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 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 that Parent, the Company or any of their Affiliates 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 all matters properly presented to the stockholders of the Company. (f) There shall not be any Law enacted, entered, enforced or promulgated by any Specified 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 Section 6.02(e), or (y) has the effect of making the Merger or 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 been obtained.

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 (to the extent permitted by Law) waiver by Parent, at or prior to the Closing, of the following additional conditions: (a) The (i) the representations and warranties of the Company (i) set forth contained in Section 4.2(a) and Section 4.2(b) (Capitalization) 4.11(a)(ii shall be true and correct, subject only to de minimis exceptions, correct in all respects as of the date of this Agreement Closing Date as if made at and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such earlier date)Date, (ii) set forth the representations and warranties of the Company contained in the first sentence of Section 4.1(a) (Organization)4.1, Section 4.2(c) and Section 4.2(d) (Capitalization), Section 4.3 (Authority4.2(a), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second first sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan4.4(b) and Section 4.28 4.22 of this Agreement shall be true and correct (Terra Firma Merger except for de minimis exceptions) as of the Closing Date as if made at and as of the Closing Date (except to the extent any such representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct (except for de minimis exceptions) as of such other time), and (iii) all of the other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Termination Fee) (collectively, the “Fundamental Representations”Company Material Adverse Effect qualifications contained therein) shall be true and correct as of the Closing Date as if made at and as of the Closing Date (except (1) to the extent any such representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct in all material respects as of such other time or (2) where the date failure of this Agreement and as any or all of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), (iii) set forth in Section 4.8(b) (Absence of Certain Changes) shall be true and correct as of the date of this Agreement and as of the Closing as though made as of the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except, in the case of this clause (iv), where such failures to be so true and correct would not, individually or not in the aggregate, reasonably be expected to aggregate have a Company Material Adverse Effect); (b) The all required filings shall have been made and all required approvals shall have been obtained (or waiting periods expired or terminated) under any Antitrust Laws that are applicable to the Transactions; (c) all of the Specified Approvals shall have been obtained in form and substance reasonably satisfactory to Parent, on or prior to, and shall be in full force and effect on, the Closing Date; (d) the Company shall have performed and complied with in all material respects all with each of the covenants and obligations required to be performed by it under the this Agreement on or prior to the ClosingClosing Date; (c) The number of Dissenting Shares shall represent less than 20% of the shares of Company Common Stock outstanding immediately prior to the Closing; (d) [Reserved] (e) The from the date hereof through the Closing Date, there shall not have occurred a Company Material Adverse Effect; and (f) the Company shall have delivered to Parent Parent, as of the Closing Date, a certificate, signed dated as of such date, executed by an executive officer of the Company, confirming Company to the satisfaction of effect that the conditions set forth in clauses (aa ), (d ) and (be ) of this Section 7.2; and (f) Since 9.3 have been satisfied, and certifying as to the date aggregate outstanding Indebtedness of the Agreement a Company Material Adverse Effect shall not have occurred and be continuingits Subsidiaries comprising the total long-term debt (as such term is used in the Company Balance Sheet) as of the Closing Date.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or, to the extent permitted by Law, waiver by Parent and Merger Sub) on or waiver prior to the Merger Closing Date of the following additional conditions: (a) The (i) All of the representations and warranties of the Company (i) set forth in Section 4.2(aArticle III (other than those referred to in clauses (ii) and Section 4.2(bthrough (iv) (Capitalizationbelow) shall be true and correct, subject only to de minimis exceptions, correct as of the date of this Agreement Merger Closing Date as if made on and as of the Merger Closing as though made as of the Closing (Date, except to the extent such representations representation and warranties warranty expressly relate relates to an earlier date, a specified date or period (in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such earlier datespecified date or period), other than for such failures of such representations and warranties to be so true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (for purposes of determining the satisfaction of this condition, without regard to any qualifications or exceptions contained therein as to “materiality” or “Material Adverse Effect”); (ii) all of the representations and warranties of the Company set forth in Section 3.01(a) (Organization; Standing), Section 3.02(d) (Capitalization), the first sentence of Section 4.1(a) (Organization), Section 4.2(c) and Section 4.2(d3.02(f) (Capitalization), Section 4.3 Sections 3.03(a)-(c) and (d)(i) (Authority), Section 4.4(a) 3.20 (No ConflictRights; Takeover Laws), Section 4.6(a) and 4.6(c) 3.21 (Subsidiaries), the second sentence Opinion of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation PlanFinancial Advisor) and Section 4.28 3.22 (Terra Firma Merger Agreement Brokers and Termination Fee) (collectively, the “Fundamental Representations”Other Advisors) shall be true and correct in all material respects as of the date of this Agreement and at and as of the Merger Closing Date as though if made on and as of the Merger Closing (Date, except to the extent such representation and warranty expressly relates to a specified date or period (in which case on and as of such specified date or period); (iii) all of the representations and warranties expressly relate to an earlier date, of the Company set forth in which case such representations and warranties Section 3.07(b) shall be true and correct in all material respects on and as of such earlier date), (iii) set forth in Section 4.8(b) (Absence of Certain Changes) shall be true and correct as of the date of this Agreement and at and as of the Merger Closing Date as though if made on and as of the Merger Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) Date; and (iv) all of the representations and warranties of the Company set forth in this Agreement, Section 3.02(a) (other than those described in clauses the last sentence thereof) (i), (iiCapitalization) and Section 3.02(c) (iiiCapitalization) above, of the Merger Closing Date shall be true and correct in all respects (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth thereinother than de minimis inaccuracies) as of the date of this Agreement and at and as of the Merger Closing Date as though if made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except, in the case of this clause (iv), where such failures to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectMerger Closing Date; (b) The Company shall have complied with or performed in all material respects all obligations required to be performed by it the Company under the this Agreement on at or prior to the ClosingEffective Time; (c) The number Since the date of Dissenting Shares this Agreement, there shall represent less than 20% not have occurred any change, circumstance, condition, development, effect, event, occurrence or state of facts which, individually or in the shares of Company Common Stock outstanding immediately prior aggregate, has had or would reasonably be expected to the Closing;have either a Material Adverse Effect; or (d) [Reserved] (e) The Company Parent and Merger Sub shall have delivered to Parent received a certificate, signed by an executive officer certificate executed on behalf of the Company, Company by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of that the conditions set forth in clauses (a), (b) and (bc) of this Section 7.2; and (f) Since the date of the Agreement a Company Material Adverse Effect shall not 6.02 have occurred and be continuingbeen duly satisfied.

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 in writing by Xxxxxx and Xxxxxx Sub) of the following additional conditionsconditions precedent on or before the Effective Time: (ai) The representations and warranties of the Company (i) set forth in Section 4.2(a) and Section 4.2(b) (Capitalization) Sections 4.1(c)(i)-(iii), shall be true and correct, subject only to correct (except for any de minimis exceptions, inaccuracies) as of the date of this Agreement hereof, and as of the Closing Date as though made as of the Closing Date (except to the extent that any such representations representation and warranties expressly relate to an warranty speaks as of any earlier date, in which case such representations representation and warranties warranty shall be true and correct, subject only to de minimis exceptions, on and correct as of such earlier date), ; (ii) set forth in the first sentence of Section 4.1(a) (Organization), Section 4.2(c) and Section 4.2(d) (Capitalization), Section 4.3 (Authority), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such The representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), (iii) the Company set forth in Section 4.8(b4.1(a), Section 4.1(c)(iv), Section 4.2, Section 4.3(g)(iii), Sections 4.1(d) and (Absence of Certain Changese) and Section 4.20 shall be true and correct as of the date of this Agreement hereof, and as of the Closing Date as though made as of the Closing Date (without disregarding 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) in each case in all respects; (iii) The representations and warranties of the Company Material Adverse Effect” qualification set forth therein) in the second sentence of Section 4.15 shall be true and correct in all respects as of the date hereof, and as of the Closing Date as though made as of the Closing Date; and (iv) set forth Other than the representations and warranties listed in this Agreement, other than those described in the immediately preceding clauses (i), (ii) and (iii) above), each of the representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement 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 the Closing such date and time (except to the extent that any such representations representation and warranties expressly relate to an warranty speaks as of any earlier date, in which case such representations representation and warranties warranty shall be true and correct on and as of such earlier date), except, in the case of this clause (iv)each case, where for such failures to be true and correct as have not had, and would notnot reasonably be expected to have, individually or in the aggregate, 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 respects, the covenants, obligations required and agreements contained in this Agreement to be performed and complied with by it under the Agreement on at or prior to the Closing;. (c) The number of Dissenting Shares Xxxxxx and Xxxxxx Sub shall represent less than 20% have received a certificate executed on behalf of the shares of Company Common Stock outstanding immediately prior to the Closing; (d) [Reserved] (e) The Company shall have delivered to Parent a certificate, signed by an executive officer of the Company, its Chief Executive Officer or Chief Financial Officer confirming the satisfaction of that the conditions set forth in clauses (a) and (b) of this Section 7.2; and7.2 have been duly satisfied. (fd) Since The Preferred Stock Transactions shall have been consummated by the date Insider Stockholders on the terms set forth in the Purchase Agreement and the Contribution Agreement. (e) 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 Agreement a Company Material Adverse Effect shall not have occurred and be continuingState of Delaware pursuant to the DGCL.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are subject to the satisfaction or waiver of the following additional conditions: (a) The representations and warranties of the Company (i) set forth in Section 4.2(a) and Section 4.2(b) (Capitalization) shall be true and correct, subject only to de minimis exceptions, as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such earlier date), (ii) set forth in the first sentence of Section 4.1(a) (Organization), Section 4.2(c) and Section 4.2(d) (Capitalization), Section 4.3 (Authority), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), ) and Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), (iii) set forth in Section 4.8(b) (Absence of Certain Changes) shall be true and correct as of the date of this Agreement and as of the Closing as though made as of the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except, in the case of this clause (iv), where such failures to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (b) The Company shall have performed in all material respects all obligations required to be performed by it under the Agreement on or prior to the Closing; (c) The number of Dissenting Shares shall represent less than 20% of the shares of Company Common Stock outstanding immediately prior to the Closing; (d) [Reserved]The transactions contemplated by each agreement set forth on Section 7.2(d) of the Company Disclosure Letter shall have been consummated in accordance with their respective terms as set forth in such agreements in all material respects, subject to Section 7.2(d) of the Company Disclosure Letter; (e) The Company shall have delivered to Parent a certificate, signed by an executive officer of the Company, confirming the satisfaction of the conditions set forth in clauses (a) and (b) of this Section 7.2; and (f) Since the date of the Agreement a Company Material Adverse Effect shall not have occurred and be continuing.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are subject to the satisfaction satisfaction, at or waiver prior to the Closing, of each of the following additional conditions: (a) The representations and warranties of the Company (i) set forth in Section 4.2(aSections 2.1 (Due Organization; Subsidiaries Etc.), 2.3 (Capitalization, Etc.), 2.5 (first sentence only and not including clause (a) thereof) (Absence of Changes), 2.20 (Authority; Binding Nature of Agreement), 2.21 (Vote Required) and Section 4.2(b2.24 (Financial Advisor) (Capitalization) shall be true and correct, subject only to de minimis exceptions, as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such earlier date), (ii) set forth in the first sentence of Section 4.1(a) (Organization), Section 4.2(c) and Section 4.2(d) (Capitalization), Section 4.3 (Authority), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) shall be true and correct have been accurate in all material respects as of the date of this Agreement the Agreement, and shall be accurate in all material respects at and as of the Closing Date as though if made on and as of such Closing Date (it being understood that, for purposes of determining the Closing (except to the extent accuracy of such representations and warranties expressly relate to an earlier datewarranties, (i) all “Material Adverse Effect” qualifications and other materiality qualifications contained in which case such representations and warranties shall be true disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and correct (iii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable materiality standard as set forth in this Section 6.2(a)) only as of such date). Solely for the purposes of this Section 6.2(a), if one or more inaccuracies in the representations and warranties set forth in Sections 2.1 (Due Organization; Subsidiaries Etc.), 2.3 (Capitalization, Etc.), 2.5 (first sentence only and not including clause (a) thereof) (Absence of Changes), 2.20 (Authority; Binding Nature of Agreement), 2.21 (Vote Required) and 2.24 (Financial Advisor) would cause the aggregate amount required to be paid by Parent or Merger Sub to effectuate the Merger, consummate the Transactions to be consummated on the Closing Date and pay all fees and expenses in connection therewith, whether pursuant to Section 1 or otherwise, to increase by $250,000 or more, such inaccuracy or inaccuracies will be considered material for purposes of this Section 6.2(a). (b) The representations and warranties of the Company set forth in Section 2.5(b) (No Material Adverse Effect) shall have been accurate in all material respects as of the date of the Agreement (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and (ii) the truth and correctness of those representations and warranties that address matters only as of a specific date shall be measured (subject to the applicable standard as set forth in this Section 6.2(b)) as of such date). (c) The representations and warranties of the Company set forth in the Agreement (other than those referred to in clauses “a” or “b” above) shall have been accurate in all respects as of the date of the Agreement, and shall be accurate in all respects at and as of the Closing Date as if made on and as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (iiii) set forth in Section 4.8(b) (Absence of Certain Changes) shall be true and correct as of the date of this Agreement and as of the Closing as though made as of the Closing (without disregarding the all “Company Material Adverse Effect” qualification set forth therein) qualifications and (iv) set forth other materiality qualifications contained in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and correct on (iii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable materiality standard as set forth above) only as of such earlier date), except, in the case of this clause (iv), where such failures to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect;. (bd) The Company shall have performed or complied in all material respects all obligations with any covenant or obligation that the Company is required to be performed by it comply with or to perform under the Agreement on or prior to the Closing; (c) The number of Dissenting Shares Closing Date, or, if not complied with or performed in all material respects, such noncompliance or failure to perform shall represent less than 20% of the shares of Company Common Stock outstanding immediately prior to the Closing; (d) [Reserved]have been cured. (e) The Company Parent and Merger Sub shall have delivered to Parent a certificate, signed received certificates executed on behalf of the Company by an the chief executive officer or chief financial officer of the Company, confirming the satisfaction of certifying that the conditions set forth in clauses Sections 6.2(a), (ab), (c), (d) and (bj) of this Section 7.2; andhave been satisfied. (f) Since the date of the Agreement a Company Material Adverse Effect this Agreement, there shall not have occurred a Material Adverse Effect that shall be continuing as of the Closing Date. (g) There shall not have been issued by any court of competent jurisdiction or remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger nor shall any action have been taken, or any Legal Requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or makes illegal, the acceptance for payment of or payment for shares of Company Common Stock or the consummation of the Merger; provided, however, that Parent and Merger Sub shall not be continuingpermitted to invoke this Section 6.2(g) unless they shall have taken all actions required under this Agreement to have any such order lifted. (h) There shall not be pending any Legal Proceeding by a Governmental Body having authority over Parent, Merger Sub or any Acquired Corporation (i) challenging or seeking to restrain or prohibit the consummation of the Merger, (ii) seeking to restrain or prohibit Parent’s or its Affiliates ownership or operation of the business of the Acquired Corporations, or of Parent or its Affiliates, or to compel Parent or any of its Affiliates to dispose of or hold separate all or any portion of the business or assets of the Acquired Corporations or of Parent or its Affiliates or (iii) seeking to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to exercise full rights of ownership of the shares of Company Common Stock. (i) Parent shall have received the Bank of America Consent and Waiver, fully executed and in a form acceptable to Parent, and an accurate copy of each other Consent, filing and notice identified in Part 6.2(i) of the Company Disclosure Schedule hereto, each of which Consents shall be in a form reasonably acceptable to Parent. (j) The Amendment and Waivers and Separation Agreements shall continue to be in full force and effect as of the Effective Time. (k) Parent shall have received the resignations of the Acquired Corporations’ respective directors.

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 waiver, if permissible under applicable Law) on or prior to the Closing Date of the following additional conditions: (a) The representations and warranties of the Company Fundamental Representations (iother than Section 3.5(a)) set forth in Section 4.2(a) and Section 4.2(b) (Capitalization) shall be true and correct, subject only to de minimis exceptions, as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such earlier date), (ii) set forth in the first sentence of Section 4.1(a) (Organization), Section 4.2(c) and Section 4.2(d) (Capitalization), Section 4.3 (Authority), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the date of this Agreement hereof and as of the Closing as though Date, except the Fundamental Representations (other than Section 3.5(a)) made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier datedate or time, in which case need be true and correct only as of such representations and warranties earlier date or time. Section 3.5(a) shall be true and correct in all material respects on 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)date or time and (ii) for breaches of Section 3.5(a) that, (iii) in the aggregate, would not result in a misrepresentation as to securities of the Company valued at less than $100,000. The representations of the Company set forth in Section 4.8(b) (Absence of Certain Changes) this Agreement other than the Fundamental Representations shall be true and correct as of the date of this Agreement hereof and as of the Closing as though made Date except (i) for representations and warranties that speak as of the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) set forth in this Agreementa specific date or time, other than those described in clauses (i), (ii) and (iii) above, shall which need be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) only as of the such date of this Agreement or time and as (ii) for breaches of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier dateof the Company set forth in ARTICLE III (other than the Fundamental Representations) that, in which case such representations and warranties shall be true and correct on and as of such earlier date), except, in the case of this clause (iv), where such failures to be true and correct would not, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect; (b) The Company shall have performed in all material respects all obligations required to be performed by it under the this Agreement on at or prior to the ClosingClosing Date; (c) The number of Dissenting Shares There shall represent less than 20% of not be any event that is continuing that would individually, or in the shares of Company Common Stock outstanding immediately prior aggregate, reasonably be expected to the Closinghave a Material Adverse Effect; (d) [Reserved]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 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, certifying that true, complete and correct copies of the Organizational Documents of the Company, as in effect on the Closing Date, are attached to such certificate; (j) Parent shall have received a certificate, signed by an officer of the Company, certifying that true, complete and correct copies of the resolutions of the directors of the Company authorizing the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and performance by the Company of the Transactions, including the Merger, having been duly and validly adopted and being in full force and effect as of the Closing Date, 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 delivered to Parent a certificatecertificate of good standing with respect to the Company from State of Delaware and the State of California. If the Closing occurs, signed by an executive officer of the Company, confirming the satisfaction of the all Closing conditions set forth in clauses (a) Section 8.1 and (b) of this Section 7.2; and (f) Since the date 8.2 that have not been fully satisfied as of the Agreement a Company Material Adverse Effect shall not Closing will be deemed to have occurred been waived by Parent and be continuingMerger Sub.

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 (to the extent permitted by Law) waiver by Parent, at or prior to the Closing, of the following additional conditions: (a) The (i) the representations and warranties of the Company (i) set forth contained in Section 4.2(a) and Section 4.2(b) (Capitalization4.11(a)(ii) shall be true and correct, subject only to de minimis exceptions, correct in all respects as of the date of this Agreement Closing Date as if made at and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such earlier date)Date, (ii) set forth the representations and warranties of the Company contained in the first sentence of Section 4.1(a) (Organization)4.1, Section 4.2(c) and Section 4.2(d) (Capitalization), Section 4.3 (Authority4.2(a), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second first sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan4.4(b) and Section 4.28 4.22 of this Agreement shall be true and correct (Terra Firma Merger except for de minimis exceptions) as of the Closing Date as if made at and as of the Closing Date (except to the extent any such representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct (except for de minimis exceptions) as of such other time), and (iii) all of the other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Termination Fee) (collectively, the “Fundamental Representations”Company Material Adverse Effect qualifications contained therein) shall be true and correct as of the Closing Date as if made at and as of the Closing Date (except (1) to the extent any such representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct in all material respects as of such other time or (2) where the date failure of this Agreement and as any or all of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), (iii) set forth in Section 4.8(b) (Absence of Certain Changes) shall be true and correct as of the date of this Agreement and as of the Closing as though made as of the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except, in the case of this clause (iv), where such failures to be so true and correct would not, individually or not in the aggregate, reasonably be expected to aggregate have a Company Material Adverse Effect); (b) The all required filings shall have been made and all required approvals shall have been obtained (or waiting periods expired or terminated) under any Antitrust Laws that are applicable to the Transactions; (c) all of the Specified Approvals shall have been obtained in form and substance reasonably satisfactory to Parent, on or prior to, and shall be in full force and effect on, the Closing Date; (d) the Company shall have performed and complied with in all material respects all with each of the covenants and obligations required to be performed by it under the this Agreement on or prior to the ClosingClosing Date; (c) The number of Dissenting Shares shall represent less than 20% of the shares of Company Common Stock outstanding immediately prior to the Closing; (d) [Reserved] (e) The from the date hereof through the Closing Date, there shall not have occurred a Company Material Adverse Effect; and (f) the Company shall have delivered to Parent Parent, as of the Closing Date, a certificate, signed dated as of such date, executed by an executive officer of the Company, confirming Company to the satisfaction of effect that the conditions set forth in clauses (a), (d) and (be) of this Section 7.2; and (f) Since 9.3 have been satisfied, and certifying as to the date aggregate outstanding Indebtedness of the Agreement a Company Material Adverse Effect shall not have occurred and be continuingits Subsidiaries comprising the total long-term debt (as such term is used in the Company Balance Sheet) as of the Closing Date.

Conditions to Obligations of Parent and Merger Sub. (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 in writing by Parent and Merger Sub) of the following additional conditionsconditions precedent on or before the Effective Time: (ai) The representations and warranties of the Company (i) set forth in Section 4.2(a) and Section 4.2(b) (Capitalization) Sections 4.1(c)(i)-(iii), shall be true and correct, subject only to correct (except for any de minimis exceptions, inaccuracies) as of the date of this Agreement and as of the Closing Date as though made as of the Closing Date (except to the extent that any such representations representation and warranties expressly relate to an warranty speaks as of any earlier date, in which case such representations representation and warranties warranty shall be true and correct, subject only to de minimis exceptions, on and correct as of such earlier date), ; (ii) The representations and warranties of the Company set forth in the first Sections 4.1(a), 4.1(c)(iv), 4.2, 4.3(iii), third sentence of Section 4.1(a) (Organization), Section 4.2(c4.1(d) and Section 4.2(d4.18 shall be true and correct as of the date of this Agreement, and as of the Closing Date as though made as of the Closing Date (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) in all material respects; (Capitalization), Section 4.3 (Authority), Section 4.4(aiii) (No Conflict), Section 4.6(a) the representations and 4.6(c) (Subsidiaries), warranties of the Company set forth in the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) 4.16 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made as of the Closing Date; and (except to iv) other than the extent such representations and warranties expressly relate to an earlier datelisted in the immediately preceding clauses (i), in which case such (ii) and (iii), each of the representations and warranties shall be true and correct of the Company contained in all material respects on and as of such earlier date), (iii) set forth in Section 4.8(b) (Absence of Certain Changes) 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 as of the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement on and as of the Closing as though made as of the Closing such date and time (except to the extent that any such representations representation and warranties expressly relate to an warranty speaks as of any earlier date, in which case such representations representation and warranties warranty shall be true and correct on and as of such earlier date), except, in the case of this clause (iv)each case, where 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 respects, the covenants, obligations required and agreements contained in this Agreement to be performed and complied with by it under the Agreement on at or prior to the Closing;. (c) The number No Company Material Adverse Effect shall have occurred since the date of Dissenting Shares shall represent less than 20% of the shares of Company Common Stock outstanding immediately prior to the Closing;this Agreement. (d) [Reserved] (e) The Company Parent and Merger Sub shall have delivered to Parent received a certificate, signed by an executive officer certificate executed on behalf of the Company, Company by its Chief Executive Officer or Chief Financial Officer confirming the satisfaction of that the conditions set forth in clauses (a), (b) and (bc) of this Section 7.2; and (f) Since the date of the Agreement a Company Material Adverse Effect shall not 7.2 have occurred and be continuingbeen duly satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to complete the Closing and effect the Merger under Article III are further subject to the satisfaction (or waiver in writing by Parent and Merger Sub) of the following additional conditionsconditions precedent on or before the Effective Time: (ai) The representations and warranties of the Company (i) set forth in Sections 4.1(c)(i)-(iii) (other than the penultimate sentence of Section 4.2(a4.1(c)(ii)) and Section 4.2(b) (Capitalization4.1(c)(v) shall be true and correct, subject only to correct (except for any de minimis exceptions, inaccuracies) as of the date of this Agreement and as of the Closing Date as though made as of the Closing Date (except to the extent that any such representations representation and warranties expressly relate to an warranty speaks as of any earlier date, in which case such representations representation and warranties warranty shall be true and correct, subject only to de minimis exceptions, on and correct as of such earlier date), ; (ii) The representations and warranties of the Company set forth in Section 4.1(a), the penultimate sentence of Section 4.1(c)(ii), Section 4.1(c)(iv), the first sentence of Section 4.1(a) (Organization4.1(d), Section 4.2(c) and Section 4.2(d) (Capitalization4.1(e), Section 4.3 (Authority4.2, Section 4.3(iii), Section 4.4(a) (No Conflict), Section 4.6(a) 4.18 and 4.6(c) (Subsidiaries), the second first sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), (iii) set forth in Section 4.8(b) (Absence of Certain Changes) 4.19 shall be true and correct as of the date of this Agreement and as of the Closing Date (without giving effect to any “materiality” or “Company Material Adverse Effect” qualifiers) as though made as of the Closing Date (without disregarding except to the “Company Material Adverse Effect” qualification set forth therein) extent that any such representation and (iv) set forth warranty speaks as of any earlier date, in this Agreement, other than those described in clauses (i), (ii) which case such representation and (iii) above, warranty shall be true and correct as of such earlier date) in each case in all material respects; (disregarding all qualifications or limitations as to “materiality”, “iii) The representations and warranties of the Company Material Adverse Effect” and words of similar import set forth therein) in the last sentence of Section 4.16 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as 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” or “Company Material Adverse Effect” qualifiers) as though made on and as of such date and time (except to the extent that any such representations representation and warranties expressly relate to an warranty speaks as of any earlier date, in which case such representations representation and warranties warranty shall be true and correct on and as of such earlier date), except, in the case of this clause (iv)each case, where for such failures to be true and correct as have not had and would notnot 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, the covenants, obligations and agreements contained in this Agreement to be performed and complied with by it at or prior to the Closing. (c) Since the date of this Agreement, there shall not have occurred any Effect or Effects that, individually or in the aggregate, (i) have had a Company Material Adverse Effect that is continuing or (ii) that would reasonably be expected to have a Company Material Adverse Effect; (b) The Company shall have performed in all material respects all obligations required to be performed by it under the Agreement on or prior to Effect within a reasonable period following the Closing; (c) The number of Dissenting Shares shall represent less than 20% of the shares of Company Common Stock outstanding immediately prior to the Closing;. (d) [Reserved]No Governmental Authority of competent jurisdiction shall have in connection with any Transaction Approvals (i) enacted, issued or promulgated any Law that is in effect or (ii) issued or granted any Order or injunction (whether temporary, preliminary or permanent) that is in effect, in each case which requires Parent, the Company or any of their respective Subsidiaries to take or commit to take any action that constitutes or would reasonably be expected to result in a Burdensome Condition. (e) The Company Parent and Merger Sub shall have delivered to Parent received a certificate, signed by an executive officer certificate executed on behalf of the Company, Company by its Chief Executive Officer or Chief Financial Officer confirming the satisfaction of that the conditions set forth in clauses (a), (b) and (bc) of this Section 7.2; and (f) Since the date of the Agreement a Company Material Adverse Effect shall not 7.2 have occurred and be continuingbeen duly satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are subject to the satisfaction satisfaction, at or waiver prior to the Closing, of each of the following additional conditions: (a) The the representations and warranties of the Company (i) set forth in Section 4.2(aSections 2.3(a), 2.3(c) (first two sentences) and Section 4.2(b2.3(d) (second sentence) (Capitalization) of the Agreement shall be true and correct, subject only to de minimis exceptions, have been accurate in all respects as of the date of this Agreement the Agreement, and shall be accurate in all respects at and as of the Closing Date as though if made on and as of such Closing Date, except (other than a result of a willful breach by the Closing (except Company of Section 4.2, to the extent any such willful breach relates to the subject matter of Sections 2.3(a), 2.3(c) (first two sentences) or 2.3(d) (second sentence) (Capitalization) of the Agreement) where the failure to be so accurate in all respects would not reasonably be expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates, individually or in the aggregate, of more than $4,000,000 (it being understood that, for purposes of determining the accuracy of such representations and warranties expressly relate to an earlier datewarranties, (i) all “Material Adverse Effect” qualifications and other materiality qualifications contained in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such earlier date)disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and (iii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable materiality standard as set forth in this Section 6.2(a)) only as of such date). (b) the first sentence representations and warranties of Section 4.1(athe Company set forth in Sections 2.15(e) (Organizationfirst three sentences) (Code Section 280G matters), Section 4.2(c2.16(i) (change in control benefits), 2.20 (Authority; Binding Nature of Agreement), 2.21 (Vote Required) and Section 4.2(d2.24 (Financial Advisor) (Capitalization), Section 4.3 (Authority), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), of the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) shall be true and correct have been accurate in all material respects as of the date of this Agreement the Agreement, and shall be accurate in all material respects at and as of the Closing Date as though if made on and as of such Closing Date (it being understood that, for purposes of determining the Closing (except to the extent accuracy of such representations and warranties expressly relate to an earlier datewarranties, (i) all “Material Adverse Effect” qualifications and other materiality qualifications contained in which case such representations and warranties shall be true disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and correct (iii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable materiality standard as set forth in this Section 6.2(b)) only as of such date). (c) the representations and warranties of the Company set forth in Sections 2.5(b) (No Material Adverse Effect) shall have been accurate in all material respects as of the date of the Agreement, and shall be accurate in all respects at and as of the Closing Date as if made on and as of such earlier date)Closing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, (iiii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and (ii) the truth and correctness of those representations and warranties that address matters only as of a specific date shall be measured (subject to the applicable standard as set forth in this Section 4.8(b6.2(c)) as of such date). (Absence d) the representations and warranties of Certain Changesthe Company set forth in the Agreement (other than those referred to in clauses “a”, “b” or “c” above) shall be true and correct have been accurate in all respects as of the date of this Agreement the Agreement, and shall be accurate in all respects at and as of the Closing Date as though if made on and as of such date, except that any inaccuracies in such representations and warranties will be disregarded if the Closing circumstances giving rise to all such inaccuracies (without disregarding considered collectively) do not constitute, and would not reasonably be expected to have, a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all “Company Material Adverse Effect” qualification set forth therein) qualifications and (iv) set forth other materiality qualifications contained in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and correct on (iii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable materiality standard as set forth above) only as of such earlier date), except, in the case of this clause (iv), where such failures to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect;. (be) The the Company shall have performed or complied in all material respects all obligations with any covenant or obligation that the Company is required to be performed by it comply with or to perform under the Agreement on or prior to the Closing;Closing Date, or, if not complied with or performed in all material respects, such noncompliance or failure to perform shall have been cured. (f) Parent and Merger Sub shall have received certificates executed on behalf of the Company by the chief executive officer or chief financial officer of the Company, certifying that the conditions set forth in Sections 6.2(a), (b), (c). (d) The number and (e) have been satisfied. (g) since the date of Dissenting Shares this Agreement, there shall represent less than 20% not have occurred a Material Adverse Effect that shall be continuing as of the Closing Date. (h) There shall not have been issued by any court of competent jurisdiction or remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger nor shall any action have been taken, or any Legal Requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or makes illegal, the acceptance for payment of or payment for shares of Company Common Stock or the consummation of the Merger; provided, however, that Parent and Merger Sub shall not be permitted to invoke this Section 6.2(h) unless they shall have taken all actions required under this Agreement to have any such order lifted. (i) there shall not be pending any Legal Proceeding by a Governmental Body having authority over Parent, Merger Sub or any Acquired Corporation (i) challenging or seeking to restrain or prohibit the consummation of the Merger, (ii) seeking to restrain or prohibit Parent’s or its Affiliates ownership or operation of the business of the Acquired Corporations, or of Parent or its Affiliates, or to compel Parent or any of its Affiliates to dispose of or hold separate all or any portion of the business or assets of the Acquired Corporations or of Parent or its Affiliates or (iii) seeking to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to exercise full rights of ownership of the shares of Company Common Stock outstanding immediately prior to the Closing; (d) [Reserved] (e) The Company shall have delivered to Parent a certificate, signed by an executive officer of the Company, confirming the satisfaction of the conditions set forth in clauses (a) and (b) of this Section 7.2; and (f) Since the date of the Agreement a Company Material Adverse Effect shall not have occurred and be continuingStock.

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 satisfaction, at or waiver prior to the Closing, of each of the following additional conditions: (a) The the representations and warranties of the Company (i) set forth in Section 4.2(aSections 2.3(a), 2.3(c) (first sentence), and Section 4.2(b2.3(d) (second sentence) (Capitalization) of the Agreement shall be true and correct, subject only to de minimis exceptions, have been accurate in all respects as of the date of this the Agreement and shall be accurate in all respects at and as of the Closing Date as though if made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such earlier date)Closing Date, except (other than a result of a willful breach by the Company) where the failure to be so accurate in all respects would not reasonably be expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates, individually or in the aggregate that is more than $1,200,000 (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and (ii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable materiality standard as set forth in this Section 6.2(a)) only as of such date; (b) the first sentence representations and warranties of Section 4.1(athe Company set forth in Sections 2.3 (Capitalization) (Organizationother than Sections 2.3(a), Section 4.2(c2.3(c) (first sentence) and Section 4.2(d2.3(d) (Capitalizationsecond sentence)), Section 4.3 2.19 (Authority; Binding Nature of Agreement), Section 4.4(a) 2.21 (No Conflict), Section 4.6(aVote Required) and 4.6(c2.24 (Financial Advisor) (Subsidiaries), of the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) shall be true and correct have been accurate in all material respects as of the date of this Agreement the Agreement, and shall be accurate in all material respects at and as of the Closing Date as though if made on and as of such Closing Date (it being understood that, for purposes of determining the Closing (except to the extent accuracy of such representations and warranties expressly relate to an earlier datewarranties, (i) all “Material Adverse Effect” qualifications and other materiality qualifications contained in which case such representations and warranties shall be true disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and correct (iii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable materiality standard as set forth in this Section 6.2(b)) only as of such date). (c) the representations and warranties of the Company set forth in Section 2.5(b) (No Material Adverse Effect) shall have been accurate in all material respects as of the date of the Agreement and shall be accurate in all respects at and as of the Closing Date as if made on and as of such earlier dateClosing Date (it being understood that any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded), ; (iiid) the representations and warranties of the Company set forth in Section 4.8(bthe Agreement (other than those referred to in clauses “(a)”, “(b)” or “(c)”) (Absence of Certain Changesabove) shall be true and correct have been accurate in all respects as of the date of this Agreement the Agreement, and shall be accurate in all respects at and as of the Closing Date as though if made on and as of such date, except that any inaccuracies in such representations and warranties will be disregarded if the Closing circumstances giving rise to all such inaccuracies (without disregarding considered collectively) do not constitute, and would not reasonably be expected to have, a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all “Company Material Adverse Effect” qualification set forth therein) qualifications and (iv) set forth other materiality qualifications contained in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true disregarded, (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded and correct on (iii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured (subject to the applicable materiality standard as set forth above) only as of such earlier date), except, in the case of this clause (iv), where such failures to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (be) The the Company shall have performed or complied in all material respects all obligations with any covenant or obligation that the Company is required to be performed by it comply with or to perform under the Agreement on or prior to the ClosingClosing Date, or, if not complied with or performed in all material respects, such noncompliance or failure to perform shall have been cured; (cf) The number of Dissenting Shares Parent and Merger Sub shall represent less than 20% have received certificates executed on behalf of the shares of Company Common Stock outstanding immediately prior to by the Closing; (d) [Reserved] (e) The Company shall have delivered to Parent a certificate, signed by an chief executive officer or chief financial officer of the Company, confirming the satisfaction of certifying that the conditions set forth in clauses Sections 6.2(a), (ab), (c), (d) and (be) of this Section 7.2have been satisfied; and (fg) Since the date of the Agreement a Company Material Adverse Effect this Agreement, there shall not have occurred and a Material Adverse Effect that shall be continuingcontinuing as of the Closing Date.

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 waiver, if permissible under applicable Law) on or prior to the Closing Date of the following additional conditions: (a) The representations and warranties of the Company Fundamental Representations (iother than Section 3.5(a)) set forth in Section 4.2(a) and Section 4.2(b) (Capitalization) this Agreement shall be true and correct, subject only to de minimis exceptions, correct in all material respects as of the date of this Agreement hereof and as of the Closing as though Closing, except the Fundamental Representations (other than Section 3.5(a)) made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier datedate or time, in which case such representations and warranties shall need be true and correct, subject correct only to de minimis exceptions, on and as of such earlier date), (ii) set forth in the first sentence of date or time. Section 4.1(a) (Organization), Section 4.2(c) and Section 4.2(d) (Capitalization), Section 4.3 (Authority), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”3.5(a) shall be true and correct in all material respects as of the date of this Agreement hereof and as of the Closing as though Closing, except (i) for the portions of Section 3.5(a) made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier datedate or time, in which case such representations and warranties shall need be true and correct in all material respects on and only as of such earlier date)date or time and (ii) for breaches of Section 3.5(a) that, (iii) in the aggregate, would not result in a misrepresentation as to securities of the Company valued at less than $100,000. The representations of the Company set forth in Section 4.8(b) (Absence of Certain Changes) this Agreement other than the Fundamental Representations shall be true and correct as of the date of this Agreement hereof and as of the Closing as though made except (i) for representations and warranties that speak as of the Closing a specific date or time (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall which need be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) only as of the such date of this Agreement or time) and as (ii) for breaches of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier dateof the Company set forth in ARTICLE III (other than the Fundamental Representations) that, in which case such representations and warranties shall be true and correct on and as of such earlier date), except, in the case of this clause (iv), where such failures to be true and correct would not, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect; (b) The Company shall have performed in all material respects all obligations required to be performed by it under the this Agreement on at or prior to the ClosingClosing Date; (c) The number Since the date of Dissenting Shares this Agreement, here shall represent less than 20% of not be any event that is continuing that would individually, or in the shares of aggregate, reasonably be expected to have a Company Common Stock outstanding immediately prior to the ClosingMaterial Adverse Effect; (d) [Reserved]Parent shall have received a certificate, signed by the CFO, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c); (e) The Company shall have executed and delivered to Parent a copy of each Transaction Document to which it is a party; (f) Each Company Shareholder shall have executed and delivered to Parent the Lock-Up Agreement; (g) The Company shall have delivered to Parent copies of the Employment Agreements executed by each Key Employee; (h) Parent shall have received a certificate, signed by an executive officer of the Company, confirming the satisfaction certifying that true, complete and correct copies of the conditions Organizational Documents of the Company and each of its Subsidiaries, as in effect on the Closing Date, are attached to such certificate; (i) Parent shall have received copies of third party consents set forth on Schedule 8.2(i) in clauses form and substance reasonably satisfactory to Parent, and no such consents have been revoked and the Transaction Financing and such listing shall have been approved by Nasdaq subject to official notice of issuance; (aj) The OneShop Retail Closing shall have occurred; (k) The Company shall have entered into the Collaboration Agreement and the MobilityOne Shareholders Agreement, both of which shall be in full force and effect and enforceable in accordance with their terms; (bl) 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 Section 7.2Agreement 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 (fm) Since The Company shall have delivered to Parent good standing certificates (or similar documents applicable for such jurisdictions) for the Company certified as of a date no earlier than twenty (20) days prior to the Closing Date from the proper Governmental Authority of the Agreement Company’s jurisdiction of organization and from each other jurisdiction in which the Company is qualified to do business as a Company Material Adverse Effect shall not have occurred and be continuingforeign corporation or other entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect consummate, or cause to be consummated, the Merger are subject to the satisfaction or waiver of the following additional conditions, any one or more of which may be waived in writing by Parent and Merger Sub: (a) The (i) Each of the representations and warranties of the Company set forth in Sections 4.1, 4.2, 4.3(a), 4.3(b), 4.5 and 4.26 (i) collectively with the representations and warranties of the Company set forth in Section 4.2(a4.4, the “Company Fundamental Representations”) shall be true and correct in all material respects as of the date hereof and as of the Closing Date, as if made anew at and as of the Closing Date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, (ii) each of the representations and warranties of the Company set forth in Section 4.2(b) (Capitalization) 4.4 shall be true and correct, subject only to de minimis exceptions, as of the date of this Agreement hereof and as of the Closing Date, as though if made anew at and as of the Closing (Date, except with respect to the extent such representations and warranties expressly relate which speak as to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on at and as of such earlier date), (ii) set forth in the first sentence of Section 4.1(a) (Organization), Section 4.2(c) and Section 4.2(d) (Capitalization), Section 4.3 (Authority), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), (iii) the representation and warranty of the Company set forth in Section 4.8(b) (Absence of Certain Changes4.24(c) shall be true and correct as of the date hereof, and (iv) the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the representation and warranty of the Company set forth in Section 4.24(c) (without giving effect to any “Material Adverse Effect” or similar materiality qualification therein) shall be true and correct as of the date hereof and as of the Closing Date, as though if made as of the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement anew at and as of the Closing as though made as of the Closing (Date, except with respect to the extent such representations and warranties expressly relate which speak as to an earlier date, in which case such representations and warranties shall be true and correct on at and as of such earlier date), except, in except to the case of this clause (iv), where such failures to be true and correct extent that any inaccuracy or omission would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect;. (b) The Each of the covenants of the Company to be performed as of or prior to the Closing shall have been performed in all material respects all obligations required to be performed by it under the Agreement on or prior to the Closing;respects. (c) The number of Dissenting Shares shall represent less than 20% of the shares of Company Common Stock outstanding immediately prior to the Closing; (d) [Reserved] (e) The Company shall have delivered to Parent a certificate, certificate signed by an executive officer of the Company, confirming dated the satisfaction Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled. (d) The Stockholder Approval shall have been obtained. (e) Green Equity Investors V, L.P. and Green Equity Investors Side V, L.P. shall have delivered to each Company Stockholder (other than Company Stockholders party to the Stockholder Consent) a Drag-Along Notice (as defined in each of the conditions set forth Stockholders Agreements) with respect to the Merger, in clauses (a) and (b) accordance with the terms of this Section 7.2; andthe Stockholders Agreements. (f) Since the date of the Agreement a Company Material Adverse Effect this Agreement, there shall not have occurred any change, event circumstance, or development that shall have had a Material Adverse Effect. (g) The Company shall have delivered to Parent a statement in accordance with Treasury Regulation Section 1.897-2(h) for purposes of satisfying the requirements of Treasury Regulation Section 1.1445-2(c)(3). (h) Parent shall have received the Escrow Agreement duly executed by the Escrow Agent and the Holder Representative. (i) The Company shall have established the Rabbi Trusts in substantially the form attached to the applicable Transitioning Executive Agreements or, if no such form is attached to a Transitioning Executive Agreement, in form and substance reasonably acceptable to Parent, and shall have contributed to the Rabbi Trusts (or will cause to be continuingcontributed to the Rabbi Trusts as Outstanding Company Expenses on the Closing Date) cash in an aggregate amount equal to the sum of the of the aggregate amounts payable under the Transitioning Executive Agreements plus the aggregate amount of fees payable to the trustees of the Rabbi Trusts under the Rabbi Trusts on or prior the completion of payment under the Rabbi Trusts of all obligations under the Transitioning Executive Agreements.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are is further subject to the satisfaction or waiver by Parent of the following additional conditions: (a) The (i) the representations and warranties of the Company (i) set forth contained in Section 4.2(a4.11(a)(ii) and Section 4.2(b) (Capitalization) of this Agreement shall be true and correct, subject only to de minimis exceptions, correct in all respects as of the date of this Agreement Closing Date as if made at and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such earlier date)Date, (ii) set forth the representations and warranties of the Company contained in the first sentence of Section 4.1(a) (Organization)4.1, Section 4.2(c) and Section 4.2(d) (Capitalization), Section 4.3 (Authority4.2(a), Section 4.4(a), the first sentence of Section 4.4(c) and Section 4.22 of this Agreement shall be true and correct (except for de minimis exceptions) as of the Closing Date as if made at and as of the Closing Date (except to the extent any such representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct (except for de minimis exceptions) as of such other time), (iii) the representations and warranties of the Company contained in the second, third and fourth sentences of Section 4.4(c), Section 4.4(d), Section 4.4(e), Section 4.5(a), Section 4.5(c) (No Conflictexcluding the last sentence thereof), Section 4.5(d), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes)4.14, Section 4.24 (Brokers), 4.19 and Section 4.25 of this Agreement (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) disregarding all materiality and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”Company Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects as of the date of this Agreement Closing Date as if made at and as of the Closing as though made as of the Closing Date (except to the extent any such representations representation and warranties expressly relate to an earlier datewarranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct in all material respects as of such other time), and (iv) all of the other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects on and as of such earlier date), (iii) set forth in Section 4.8(b) (Absence of Certain Changes) shall be true and correct as of the date of this Agreement Closing Date as if made at and as of the Closing as though made as of the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing as though made as of the Closing Date (except (x) to the extent any such representations representation and warranties expressly relate to an earlier datewarranty by its terms addresses matters only as of another specified time, in which case such representations representation and warranties shall warranty will be true and correct on and in all material respects as of such earlier date), except, in other time or (y) where the case failure of this clause (iv), where such failures representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect); (b) The all of the consents and waivers set forth on Section 9.3(b) of the Company Disclosure Letter shall be in full force and effect on the Closing Date; (c) the Company shall have performed and complied with in all material respects all with each of the covenants and obligations required to be performed by it under the this Agreement on or prior to the Closing; (c) The number of Dissenting Shares shall represent less than 20% of the shares of Company Common Stock outstanding immediately prior to the ClosingClosing Date; (d) [Reserved] (e) The the Company shall have delivered to Parent as of the Closing Date a certificate, signed dated as of such date, executed by an executive officer of the Company, confirming Company to the satisfaction of effect that the conditions set forth in clauses (a) and (bc) of this Section 7.2; and9.3 have been satisfied; (fe) Since the date Company Shareholder Agreement and each Terminated Contract shall have been terminated effective as of the Agreement a Effective Time (or, in the case of any Terminated Contract, amended so as to eliminate any further liability or obligation of the Company Material Adverse Effect or its Subsidiaries thereunder arising after the Effective Time), and the Company shall not have occurred and be continuingprovided to Parent evidence of the foregoing.

Conditions to Obligations of Parent and Merger Sub. The obligations respective obligation of Parent and Merger Sub to effect consummate the Merger are Closing shall be subject to the satisfaction (or waiver in writing by Parent to the extent permitted by applicable Law), at or prior to the Closing, of each of the following additional conditions: (a) The Each of the representations and warranties of the Company (i) set forth contained in Section 4.2(a) and Section 4.2(b) (Capitalization) shall be true and correct, subject only to de minimis exceptions, as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such earlier date), (ii) set forth in the first sentence of Section 4.1(a) other than Sections 4.1 (Organization), 4.2 (Capitalization) (other than Section 4.2(c4.2(g)), 4.3 (Authorization) and Section 4.2(d) 4.24 (CapitalizationNo Brokers)), Section 4.3 (Authority)without giving effect to any qualification as to materiality contained therein, Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), (iii) set forth in Section 4.8(b) (Absence of Certain Changes) shall be true and correct as of the date hereof and shall be true and correct as of this Agreement the Closing Date as though made on and as of the Closing as though made as of the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing as though made as of the Closing Date (except to the extent that such representations and warranties expressly relate to by their terms speak as of an earlier date, in which case such representations and warranties they shall be true and correct on and as of such earlier date), except, in except to the case of this clause (iv), where extent that any such failures to be true and correct untruth or incorrectness would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect;; and (ii) contained in Sections 4.1 (Organization), 4.2 (Capitalization) (other than Section 4.2(g)), 4.3 (Authorization) and 4.24 (No Brokers) shall be true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such earlier date), and the Company shall have delivered to Parent a certificate of an executive officer of the Company to such effect. (b) The Each of the covenants and agreements contained in this Agreement to be performed by the Company at or before the Closing shall have been performed in all material respects all obligations required by the Company, and the Company shall have delivered to be performed by it under Parent a certificate of an executive officer of the Agreement on or prior Company to the Closing;such effect. (c) The number Since the date hereof, there shall not have been Company Material Adverse Effect, and the Company shall have delivered to Parent a certificate of Dissenting Shares shall represent less than 20% an executive officer of the shares of Company Common Stock outstanding immediately prior to the Closing;such effect. (d) [Reserved]The sum of (i) the aggregate consideration payable to Company Optionholders pursuant to Section 2.4 plus (ii) the Unaccredited Consideration plus (iii) the Series I Consideration shall not exceed the sum of (A) the Estimated Cash Amount plus (B) the Additional Cash Amount, if any, and Parent shall have received sufficient Accredited Investor Questionnaires to enable Parent to make such determination. (e) The Company shall have delivered to Parent a certificate, signed by an executive officer Option Letter of Transmittal from each Company Optionholder who signed such letter. (f) The Company shall have delivered to Parent a certificate of good standing of the Company, confirming dated as of a recent date prior to the satisfaction Closing, issued by the Secretary of State of the conditions State of Delaware. (g) The Company shall have delivered to Parent the Closing Consideration Schedule. (h) The Company shall have delivered to Parent the Certificate of Merger, duly executed by the Company. (i) The Company shall have delivered to Parent resignations, effective as of the Effective Time, from the Persons holding the position of an officer or director of the Company or any of its Subsidiaries set forth in clauses (a) and (bon Section 8.3(i) of this Section 7.2; andthe Disclosure Schedule. (fj) Since The Company shall have delivered to Parent the date Escrow Agreement, duly executed by the Stockholder Representative. (k) The Company shall have delivered to Parent a properly executed statement, dated as of the Agreement Closing Date, in a form reasonably acceptable to Parent and that satisfies the requirements of Treasury Regulations Section 1.1445-2(c)(3), together with the required notice to the IRS and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company Material Adverse Effect shall not have occurred and be continuing.upon the Closing. ARTICLE

Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following additional conditions: (a) The representations and warranties of the Company contained in: (i) set forth in Section 4.2(a3.02(a), (b) and Section 4.2(b(d) (Capitalization) shall be true and correct, subject only to de minimis exceptions, as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such earlier date), (ii) set forth in the first sentence of Section 4.1(a) (Organization), Section 4.2(c) and Section 4.2(d) (Capitalization), Section 4.3 (Authority), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of immediately prior to the date of this Agreement Effective Time with the same force and effect as if made on and as of the Closing as though made as of the Closing (such time except to the extent such for representations and warranties expressly in Section 3.02(a), (b) and (d) that relate to an earlier datea specific date or time (which for purposes hereof need only be true and correct in all material respects as of such date or time); provided, however, that if the aggregate amount that would be required to be paid by Parent as consideration in which case such the Merger is more than $3,500,000 greater than the amount that would be payable if Section 3.02(a), (b) and (d) were accurate in all respects (including as a result of there being outstanding or issuable additional Shares, Company Options, Company RSUs or Company Performance RSUs, or other securities convertible into Shares in connection with the Merger), the representations and warranties of the Company contained in Section 3.02(a), (b) and (d) shall not be deemed to be true and correct in all material respects; (ii) Section 3.01 (Organization and Qualification; Subsidiaries), Section 3.02(c), (e) and (f) (Capitalization), Section 3.03 (Authority), Section 3.19 (Opinion of Financial Advisor), Section 3.21 (Required Vote) and Section 3.26 (Brokers and Fees) (the “Fundamental Representations”) that are qualified by materiality or “Company Material Adverse Effect” shall be true and correct in all respects as of immediately prior to the Effective Time with the same force and effect as if made on and as of such time except for any such Fundamental Representations that relate to a specific date or time (which for purposes hereof need only be true and correct in all respects as of such date or time), and all of the Fundamental Representations that are not qualified by materiality or “Company Material Adverse Effect” shall be true and correct in all material respects as of immediately prior to the Effective Time with the same force and effect as if made on and as of such earlier datetime except for any such Fundamental Representations that relate to a specific date or time (which for purposes hereof need only be true and correct in all material respects as of such date or time); and (iii) Article III of this Agreement (other than in Section 3.02 (a), (iiib) set forth and (d) (Capitalization) and other than the Fundamental Representations) (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, except for the representation in Section 4.8(b3.10(b) (Absence of Certain Changes) Changes or Events)), shall be true and correct as of the date of this Agreement and as of the Closing as though made as of the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing as though made as of the Closing (except immediately prior to the extent such representations Effective Time with the same force and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct effect as if made on and as of such earlier datetime except for such representations and warranties in this Agreement that relate to a specific date or time (which for purposes hereof need only be true and correct as of such date or time), except, in the each case of this clause (iv), where except for such failures to be true and correct correct, as have not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed in all material respects all obligations required and agreements contained in this Agreement to be performed or complied with by it under the Agreement on or prior to or on the Closing;Closing Date. (c) The number of Dissenting Shares shall represent less than 20% of the shares of Company Common Stock outstanding immediately prior to the Closing; (d) [Reserved] (e) The Company shall have delivered to Parent a certificate, signed by an executive officer of the Company, confirming the satisfaction of the conditions set forth in clauses (a) and (b) of this Section 7.2; and (f) Since the date of the Agreement this Agreement, a Company Material Adverse Effect shall not have occurred and be continuing. (d) Parent shall have received a certificate of the Company, executed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Section 6.01(a), Section 6.02(a), Section 6.02(b) and Section 6.02(c) have been satisfied in accordance with the terms thereof. (e) There shall not be pending any Action commenced by any Specified Governmental Entity against 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 seeking to require divestiture of 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 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 that Parent, the Company or any of their Affiliates 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 all matters properly presented to the stockholders of the Company. (f) There shall not be any Law enacted, entered, enforced or promulgated by any Specified 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 Section 6.02(e), or (y) has the effect of making the Merger or 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.

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 in writing by Parent and Merger Sub) of the following additional conditionsconditions precedent on or before the Effective Time: (ai) The representations and warranties of the Company (i) set forth in Section 4.2(aSections 4.1(c)(i)-(iii) and Section 4.2(b) (Capitalization) 4.1(e), shall be true and correct, subject only to correct (except for any de minimis exceptions, inaccuracies) as of the date of this Agreement and as of the Closing Date as though made as of the Closing Date (except to the extent that any such representations representation and warranties expressly relate to an warranty speaks as of any earlier date, in which case such representations representation and warranties warranty shall be true and correct, subject only to de minimis exceptions, on and correct as of such earlier date), ; (ii) The representations and warranties of the Company set forth in Sections 4.1(a), 4.1(c)(iv), 4.2, 4.3(iii), the third sentence of Section 4.1(d) and Section 4.18 shall be true and correct as of the date of this Agreement, and as of the Closing Date as though made as of the Closing Date (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) in all material respects; (iii) the representations and warranties of the Company set forth in the first sentence two sentences of Section 4.1(a) (Organization), Section 4.2(c4.1(b) and Section 4.2(d) (Capitalization), Section 4.3 (Authority), Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) 4.16 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made as of the Closing Date; and (except to iv) other than the extent such representations and warranties expressly relate to an earlier datelisted in the immediately preceding clauses (i), in which case such (ii) and (iii), each of the representations and warranties shall be true and correct of the Company contained in all material respects on and as of such earlier date), (iii) set forth in Section 4.8(b) (Absence of Certain Changes) 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 as of the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement on and as of the Closing as though made as of the Closing such date and time (except to the extent that any such representations representation and warranties expressly relate to an warranty speaks as of any earlier date, in which case such representations representation and warranties warranty shall be true and correct on and as of such earlier date), except, in the case of this clause (iv)each case, where 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 respects, the covenants, obligations required and agreements contained in this Agreement to be performed and complied with by it under the Agreement on at or prior to the Closing;. (c) The number No Company Material Adverse Effect shall have occurred since the date of Dissenting Shares shall represent less than 20% of the shares of Company Common Stock outstanding immediately prior to the Closing;this Agreement. (d) [Reserved] (e) The Company Parent and Merger Sub shall have delivered to Parent received a certificate, signed by an executive officer certificate executed on behalf of the Company, Company by its Chief Executive Officer or Chief Financial Officer confirming the satisfaction of that the conditions set forth in clauses (a), (b) and (bc) of this Section 7.2; and (f) Since the date of the Agreement a Company Material Adverse Effect shall not 7.2 have occurred and be continuingbeen duly satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations respective obligation of Parent and Merger Sub to effect consummate the Merger are Closing shall be subject to the satisfaction (or waiver in writing by Parent to the extent permitted by applicable Law), at or prior to the Closing, of each of the following additional conditions: (a) The Each of the representations and warranties of the Company (i) set forth contained in Section 4.2(a) and Section 4.2(b) (Capitalization) shall be true and correct, subject only to de minimis exceptions, as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct, subject only to de minimis exceptions, on and as of such earlier date), (ii) set forth in the first sentence of Section 4.1(a) other than Sections 4.1 (Organization), 4.2 (Capitalization) (other than Section 4.2(c4.2(g)), 4.3 (Authorization) and Section 4.2(d) 4.24 (CapitalizationNo Brokers)), Section 4.3 (Authority)without giving effect to any qualification as to materiality contained therein, Section 4.4(a) (No Conflict), Section 4.6(a) and 4.6(c) (Subsidiaries), the second sentence of Section 4.22(b) (Existing Indebtedness), Section 4.23 (Takeover Statutes), Section 4.24 (Brokers), Section 4.25 (Fairness Opinion), Section 4.27 (Tax Benefits Preservation Plan) and Section 4.28 (Terra Firma Merger Agreement and Termination Fee) (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), (iii) set forth in Section 4.8(b) (Absence of Certain Changes) shall be true and correct as of the date hereof and shall be true and correct as of this Agreement the Closing Date as though made on and as of the Closing as though made as of the Closing (without disregarding the “Company Material Adverse Effect” qualification set forth therein) and (iv) set forth in this Agreement, other than those described in clauses (i), (ii) and (iii) above, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing as though made as of the Closing Date (except to the extent that such representations and warranties expressly relate to by their terms speak as of an earlier date, in which case such representations and warranties they shall be true and correct on and as of such earlier date), except, in except to the case of this clause (iv), where extent that any such failures to be true and correct untruth or incorrectness would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect;; and (ii) contained in Sections 4.1 (Organization), 4.2 (Capitalization) (other than Section 4.2(g)), 4.3 (Authorization) and 4.24 (No Brokers) shall be true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such earlier date), and the Company shall have delivered to Parent a certificate of an executive officer of the Company to such effect. (b) The Each of the covenants and agreements contained in this Agreement to be performed by the Company at or before the Closing shall have been performed in all material respects all obligations required by the Company, and the Company shall have delivered to be performed by it under Parent a certificate of an executive officer of the Agreement on or prior Company to the Closing;such effect. (c) The number Since the date hereof, there shall not have been Company Material Adverse Effect, and the Company shall have delivered to Parent a certificate of Dissenting Shares shall represent less than 20% an executive officer of the shares of Company Common Stock outstanding immediately prior to the Closing;such effect. (d) [Reserved]The sum of (i) the aggregate consideration payable to Company Optionholders pursuant to Section 2.4 plus (ii) the Unaccredited Consideration plus (iii) the Series I Consideration shall not exceed the sum of (A) the Estimated Cash Amount plus (B) the Additional Cash Amount, if any, and Parent shall have received sufficient Accredited Investor Questionnaires to enable Parent to make such determination. (e) The Company shall have delivered to Parent a certificate, signed by an executive officer Option Letter of Transmittal from each Company Optionholder who signed such letter. (f) The Company shall have delivered to Parent a certificate of good standing of the Company, confirming dated as of a recent date prior to the satisfaction Closing, issued by the Secretary of State of the conditions State of Delaware. (g) The Company shall have delivered to Parent the Closing Consideration Schedule. (h) The Company shall have delivered to Parent the Certificate of Merger, duly executed by the Company. (i) The Company shall have delivered to Parent resignations, effective as of the Effective Time, from the Persons holding the position of an officer or director of the Company or any of its Subsidiaries set forth in clauses (a) and (bon Section 8.3(i) of this Section 7.2; andthe Disclosure Schedule. (fj) Since The Company shall have delivered to Parent the date Escrow Agreement, duly executed by the Stockholder Representative. (k) The Company shall have delivered to Parent a properly executed statement, dated as of the Agreement Closing Date, in a form reasonably acceptable to Parent and that satisfies the requirements of Treasury Regulations Section 1.1445-2(c)(3), together with the required notice to the IRS and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company Material Adverse Effect shall not have occurred and be continuingupon the Closing.