Common use of Conditions to Obligations of Seller Clause in Contracts

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.054.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto to this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Effective Date and on and as of the Closing Date with the same effect as though made at and as of such date the Closing Date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 4.04 shall be true and correct in all respects on and as of the SED Circular Filing Effective Date and on and as of the Closing Date with the same effect as though made at and as of such datethe Closing Date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents other Transaction Documents, to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated herebytransaction. There shall be no pending or threatened proceeding by Governmental Authority or, the knowledge of Seller, by any other third party, to materially restrain, prohibit or otherwise materially interfere with or obtain substantial monetary damages (not otherwise covered by insurance) in connection with the consummation of the transactions contemplated herein or the current operations of the Facility. (d) All executed approvals, consents and waivers that are listed on Section 4.03 4.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary other Transaction Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) duly authorized officer of each of the Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders governing committee of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and therebytransactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebytransactions. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) duly authorized officer of each of the Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunderunder this Agreement. (li) Each of Buyer and DSS shall have delivered to Seller such cash in an amount equal to the Purchase Price (less the Exclusivity Payment previously paid and any VRU Holdback as provided for in Section 7.02 above) by wire transfer in immediately available funds, to an account or accounts designated at least two Business Days prior to the Closing Date by Seller in a written notice to Buyer. (j) Buyer shall have delivered to Seller other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement Closing shall be subject to the fulfillment satisfaction or Seller’s waiver, at on or prior to the ClosingClosing Date, of each of the following conditions: (a) Other than the representations Each representation and warranties of Buyer and DSS warranty contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Article V shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effecti) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at if restated on and as of such date or (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and ii) if expressly made as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and date hereof or another date specified therein, as of such date, and Seller shall have received a certificate signed by a senior officer of Purchaser to such effect; provided that for purposes of this Section 9.01(a): (A) any representation or warranty contained in Article V (other than those referred to in clauses (B), (C) and (D) below) shall be deemed to be untrue and incorrect only if the fact, circumstance, change or event that resulted in such untruth or incorrectness has had or would reasonably be expected to have a Purchaser MAE (disregarding for this purpose any reference to materiality or Purchaser MAE contained in any such representation or warranty); (B) any representation or warranty contained in Section 5.02, Section 5.05 or Section 5.06, Section 5.07, clause (A) of Section 5.03 or the last sentence of Section 5.01 shall be deemed to be untrue and incorrect only if such representation or warranty is untrue or incorrect in any material respect (disregarding for this purpose any reference to materiality or Purchaser MAE contained in any such representation or warranty); (C) any representation or warranty contained in Section 5.08 or Section 5.10 shall be deemed to be untrue and incorrect if such representation or warranty is untrue or incorrect, other than in de minimis respects; and (D) any representation or warranty contained in Section 5.11(b) shall be deemed to be untrue and incorrect if such representation or warranty is untrue or incorrect in any respect. (b) Each of Buyer and DSS The transactions described in Article II shall have duly performed been completed and the covenants, obligations and agreements contained in this Agreement to be complied with by Purchaser at or before the Closing shall have been complied with in all material respects, except that Purchaser shall have complied in all material respects with all agreements, covenants its obligations under Section 3.04(b)(i) and conditions Section 3.04(b)(ii) to the extent required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to Purchaser on or on before the Closing Date; providedClosing, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer Seller shall have performed received a certificate signed by a senior officer of Purchaser to such agreements, covenants and conditions, as so qualified, in all respectseffect. (c) No injunction The waiting period under the HSR Act shall have expired or restraining order terminated and, as and only to the extent listed in Section G of the Seller Disclosure Schedule, such other clearances or waiting period expirations or terminations under such applicable antitrust Laws or foreign investment Laws, if any, shall have been issued by any Governmental Authority, and be in effect, which restrains obtained or prohibits any material transaction contemplated herebyoccurred. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules The Marketing Period shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closingexpired. (e) SED There shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and be no material Governmental Order in existence that precludes the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as consummation of the Closing. (f) From The Stock Consideration to be issued hereunder shall have been approved for listing on the date Purchaser Stock Exchange, subject to official notice of this Agreement, there issuance and Purchaser shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in provided Seller with satisfactory evidence that such listing on the aggregate, with or without Purchaser Stock Exchange has been approved by the lapse of time, could reasonably be expected to result in a DSS Material Adverse EffectPurchaser Stock Exchange. (g) The Ancillary Documents Each of Purchaser and, if applicable, its Affiliates shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedAncillary Agreements to which it is a party. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.1, Section 5.2 and Section 4.055.4, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing Agreement delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.1, Section 5.2 and Section 4.05 5.4 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Ancillary Documents and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.2(b). (id) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer the managing member of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a7.3(a) and Section 7.03(b7.3(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (je) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each managing member of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards managing member, the board of directors and stockholders (or similar governing body) of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kf) Seller The Bankruptcy Court shall have received a certificate of entered the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderBidding Procedures Order. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants covenants, and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants covenants, and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents consents, and waivers that are listed on Section 4.03 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Ancillary Documents and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (i) Seller shall have completed the Additional Seller Due Diligence and the results of such due diligence shall be satisfactory to Seller in its sole discretion. (j) Seller shall have received the opinion(s) of bond counsel and the independent certified public accountant’s report referred to in Section 3.02(c) in the form attached hereto as Exhibit Q. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that Buyer has satisfied each and all of the requirements of AO No. 2018-1(S) that are applicable to Buyer. (l) Each If the Transition Agreement is in full force and effect, Seller shall have received a copy of the Transition Agreement as duly executed by Buyer and DSS the IBEW. (m) Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be Transactions is subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each satisfaction of the following conditions: (a) Other than there shall not be any Order or Law in effect preventing, enjoining or otherwise prohibiting the consummation of any of the Transactions or any pending Proceeding challenging or seeking to prevent, enjoin or prohibit the consummation of the Transactions; (b) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and any applicable trade regulation or non-U.S. competition Laws shall have expired or otherwise been terminated and the Parties and the Seller Entities or Acquired Companies shall have received all other Consents and Permits of Governmental Bodies necessary for the consummation of the Transactions and such Consents and Permits shall be in full force and effect; (i) all of Buyer’s representations and warranties of Buyer and DSS contained in Section 4.01 Article 2 (other than the Buyer Fundamental Representations) shall have been true and Section 4.05correct in all respects as of the date hereof and shall be true and correct at and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (in each case disregarding all qualifications or limitations as to “material”, “materiality”, “in all material respects”, “Buyer Material Adverse Effect” or any similar term or phrase), except where the failure of such representations and DSS contained warranties to be true and correct has not had, and would not reasonably be expected to have, individually or in this Agreementthe aggregate, a Buyer Material Adverse Effect and (ii) the Ancillary Documents Buyer Fundamental Representations shall have been true and any certificate or other writing delivered pursuant hereto correct in all material respects as of the date hereof and shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on at and as of the Closing Date with Date, in each case except to the same effect as though made at and as of extent that such date (except those Buyer Fundamental Representations are qualified by or refer to the terms “material”, “materiality”, “in all material respects” or any similar term or phrase, in which case such representations and warranties that address matters only shall have been true and correct in all respects as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations hereof and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on respect at and as of the Closing Date with the same effect as though made at and as of such date.Date; (bd) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by agreements in this Agreement and to be performed by Buyer prior to or at the Closing; (e) Buyer shall have delivered to Seller a certificate dated as of the Closing Date, duly executed by Buyer, certifying that each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Dateconditions specified in Section 6.2(c) and 6.2(d) have been satisfied; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, and (f) Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction delivered or restraining order shall have been issued by any Governmental Authority, and caused to be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller the deliveries required by Section 1.17. Seller may waive any condition specified in this Section 6.2 if the Seller executes a writing so stating at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Ancillary Documents and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (id) Buyer shall have delivered the Escrow Amount to the Escrow Agent pursuant to Section 3.02(c). (e) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jf) Seller The Requisite Shareholder Vote shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyoccurred. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS 4Front contained in Section 4.01 and Section 4.054.04, the representations and warranties of Buyer and DSS 4Front contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS 4Front contained in Section 4.01 and Section 4.05 4.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS 4Front shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it Buyer or 4Front, as applicable, prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed required to be obtained by or on Section 4.03 behalf of Buyer or 4Front in connection with the Disclosure Schedules transactions contemplated by this Agreement shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary other Transaction Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS4Front, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS 4Front certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders sole member of Buyer and the board of DSS directors of 4Front authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS 4Front certifying the names and signatures of the officers of Buyer and 4Front, respectively, authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.054.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 4.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (e) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment by wire transfer of immediately available funds, to an account or accounts designated at least two Business Days prior to the Closing Date by Seller in a written notice to Buyer. (f) Buyer shall have delivered to the Escrow Agent by wire transfer of immediately available funds the Total Escrow Amount. (g) Buyer shall have delivered to third parties by wire transfer of immediately available fund that amount of money due and owing from Seller to such third parties as Transaction Expenses as set forth on the Closing Transaction Expenses Certificate. (h) Buyer shall have delivered to Seller: (i) a duly executed holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and authenticated certificate or certificates representing owing from the DSS Common Shares, free and clear Acquired Companies to such holder of all Encumbrances, registered in outstanding Indebtedness as set forth on the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerClosing Indebtedness Certificate. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (ai) Other than the representations and warranties of The Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Fundamental Representations shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of that specified date) and (ii) the SED Circular Filing Date representations and on warranties of Buyer contained in Article V (other than the Buyer Fundamental Representations) shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of such specified date), except where the failure of such representations and warranties to be true and correct would not have a materially adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, agreements and covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (id) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the Buyer Closing Certificate). (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Article V shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified calendar date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of that specified date), except where the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as failure of such daterepresentations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the Contemplated Transactions. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller the Purchase Price, duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.2(b). (id) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each Buyer, certifying, to the knowledge of such officer, in his or her corporate capacity only and not individually, (x) the accuracy of the representations and warranties of Buyer specified in Section 7.3(a) and DSS, (y) that each of the conditions set forth in Section 7.03(a) and Section 7.03(b7.3(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s 's waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effectmateriality) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effectmateriality) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the "Buyer Closing Certificate"). (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards Board of directors and stockholders Directors of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (lh) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules Buyer shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior duly executed counterparts to the ClosingAncillary Documents and such other documents and deliveries set forth in Section 3.02(b). (e) SED Buyer shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement delivered the Purchase Price Adjustment Escrow Amount, the Indemnification Escrow Amount and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial Indebtedness Escrow Amount to the interests of SED and its minority shareholders, a copy of which will be provided Escrow Agent pursuant to Buyer and DSS, and such opinion has not been amended or rescinded as of the ClosingSection 3.02(c). (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS Buyers contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS Buyers contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS Buyers contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS Buyers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer Buyers shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Action shall have been commenced against Buyers, Seller or the UK Subsidiary, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules Buyers shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior duly executed counterparts to the ClosingAncillary Documents and such other documents and deliveries set forth in Section 3.02(b). (e) SED Buyers shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and delivered the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial Indemnification Escrow Amount to the interests of SED and its minority shareholders, a copy of which will be provided Escrow Agent pursuant to Buyer and DSS, and such opinion has not been amended or rescinded as of the ClosingSection 3.02(c). (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificatecertificates, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSthe Buyers, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (each a “Buyer Closing Certificate”). (jg) Seller shall have received a certificate certificates of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS the Buyers certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of each Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate certificates of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS Buyers shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s 's waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the 5.1,the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall 5.1shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) Buyer shall have delivered to Seller executed copies of all documents and deliveries set forth in Section 3.2(b). (e) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules Schedule 4.4 shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (lh) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate received the transactions contemplated by this AgreementCertificate of Approval.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:the (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants covenants, and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants covenants, and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents consents, and waivers that are listed on Section 4.03 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED Xxxxx shall have obtained a written opinion from an independent financial adviser reasonably satisfactory delivered to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial Seller duly executed counterparts to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, Ancillary Documents and such opinion has not been amended or rescinded as of the Closingother documents and deliveries set forth in Section 3.02(b). (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer Xxxxx authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (i) Seller shall have completed the Additional Seller Due Diligence and the (j) Seller shall have received the opinion(s) of bond counsel and the independent certified public accountant’s report referred to in Section 3.02(a) in the form attached hereto as Exhibit [●]. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that Buyer has satisfied each and all of the requirements of AO No. 2018-1(S) that are applicable to Buyer. (l) Each If the Transition Agreement is in full force and effect, Seller shall have received a copy of the Transition Agreement as duly executed by Xxxxx and the IBEW. (m) Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order Action shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed commenced by a duly authorized officer of each of Governmental Authority against Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (Parent which seeks to restrain or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate prohibit the transactions contemplated by this Agreement. (d) Buyer shall have delivered to Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 3.02(b). (e) Buyer shall have paid the Closing Payment to Seller and shall have delivered the Escrow Amount to the Escrow Agent pursuant to Section 3.02(c).

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyeffect. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (lh) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s 's waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such dateDate. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Ancillary Documents and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the "Buyer Closing Certificate"). (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (lh) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s 's waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Ancillary Documents and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the "Buyer Closing Certificate"). (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (lh) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver(or, with respect to any obligation other than Bankruptcy Court approval of the Sale Scheduling and Procedures Order and Sale Order, waiver thereof by Buyer in writing), at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each authorized officer of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each authorized officer of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01 (Organization of Buyer and Parent), Section 5.02 (Authority of Buyer and Parent), Section 5.04 (Brokers), and Section 4.055.07 (Parent Restricted Stock), the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01 (Organization of Buyer and Parent), Section 5.02 (Authority of Buyer and Parent), Section 5.04 (Brokers), and Section 4.05 5.07 (Parent Restricted Stock), shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules Buyer shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior duly executed counterparts to the ClosingTransaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 3.02(b), including instructions to the Escrow Agent. (e) SED Buyer shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and delivered the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial Aggregate Post-Closing Escrow Amount to the interests of SED and its minority shareholders, a copy of which will be provided Escrow Agent pursuant to Buyer and DSS, and such opinion has not been amended or rescinded as of the ClosingSection 3.02(b)(x). (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each Buyer certifying that the board of directors of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing has authorized the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, Section 5.03 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effectmaterial adverse effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, Section 5.03(a) and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED Bxxxx shall have obtained a written opinion from an independent financial adviser reasonably satisfactory delivered to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial Seller duly executed counterparts to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, Ancillary Documents and such opinion has not been amended or rescinded as of the Closingother documents and deliveries set forth in Section 3.02(b). (f) From Buyer shall have taken such action to appoint two designees of Seller to the date Board of this AgreementDirectors of the Parent, there shall not have occurred any DSS Material Adverse Effectsubject to Parent receiving such information about the individuals so designated, nor shall any event or events have occurred thatas Parent may reasonably request, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effectincluding customary questionnaires duly completed and executed by such individuals. (g) The Ancillary Documents Buyer shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Sellerconsummated a financing transaction for gross proceeds of no less than $1,700,000. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (ji) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kj) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (lk) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, and Section 4.055.03, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, and Section 4.05 5.03 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer shall have received all consents, authorizations, orders and DSS approvals from the Governmental Authorities referred to in Section 5.02, in form and substance reasonably satisfactory to Seller, and no such consent, authorization, order and approval shall have been revoked. (c) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (cd) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (de) All approvals, consents and waivers that are listed on Section 4.03 5.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of The Transaction Documents (other than this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (ig) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a8.03(a) and Section 7.03(b8.03(c) have been satisfied. (jh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (ki) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (j) Buyer shall have delivered to Seller cash in an amount equal to the Vicis Purchase Price by wire transfer in immediately available funds, to an account or accounts designated at least three Business Days prior to the Closing Date by Seller in a written notice to Buyer. (k) The Seller shall have received a certificate from the Company stating, under penalties of perjury, that the Shares do not constitute a U.S. real property interest within the meaning of Section 897(c)(1) of the Code. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) : Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01 (Organization of Buyer), Section 5.02 (Authority of Buyer) and Section 4.055.04 (Brokers), the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01 (Organization of Buyer), Section 5.02 (Authority of Buyer) and Section 4.05 5.04 (Brokers) shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of . Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, that with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) . No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) . Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing such other documents and deliveries set forth in Section 3.02(b), including instructions to the DSS Common SharesEscrow Agent. Buyer shall have delivered the Closing Date Purchase Price to Seller pursuant to Section 3.02(b)(i), free and clear of all Encumbrances, registered in the name of Closing Date Escrow Amount to the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Escrow Agent pursuant to Section 3.02(b)(viii). Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. satisfied (j) the “Buyer Closing Certificate”). Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) . Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, Section 5.03 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effectmaterial adverse effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, Section 5.03(a) and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules Xxxxx shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior duly executed counterparts to the ClosingAncillary Documents and such other documents and deliveries set forth in Section 3.02(b). (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (lh) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (i) Seller shall have received shareholder approval to permit this transaction.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (id) Buyer shall have delivered the Escrow Amount to the Escrow Agent pursuant to Section 3.02(c) and the Payoff Amount to Bank of America pursuant to 3.02(d). (e) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (lh) Each Buyer shall have substituted the Letters of Credit with its own letters of credit or security deposits. (i) Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations obligation of Seller to consummate effect the transactions contemplated by this Agreement shall be further subject to the fulfillment satisfaction or Seller’s waiver, at or prior to the ClosingTime of Closing (other than conditions that by their terms are to be satisfied on the Closing Date), of each of the following conditions: (a) Other than the representations and warranties of Buyer Buyer, Watsco and DSS contained Watsco Canada set forth in Section 4.01 Article 5, Article 6 and Section 4.05, the representations and warranties Article 7 of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Agreement (respectively) shall be true and correct in all respects (in as of the case date of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on this Agreement and as of the SED Circular Filing Date and on and as Time of the Closing Date with the same effect as though made at on and as of such date (except those representations and warranties that address matters unless any such representation or warranty is made only as of a specific date, in which event as of such specified date, ); provided that the accuracy of which condition in this Section 12.3(a) shall be determined deemed to have been satisfied even if any representations or warranties of Buyer, Watsco or Watsco Canada (other than the representation and warranty provided in Section 6.1(d)) are not so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) unless the failure of that specified date in all respects). The such representations and warranties of Buyer Buyer, Watsco or Watsco Canada to be so true and DSS contained correct, individually or in the aggregate, has had or is reasonably likely to materially impair or delay the ability of Seller to consummate the transactions contemplated by, or perform their obligations under, this Agreement or the Ancillary Agreements to which they are parties; and provided for greater certainty that the representation and warranty provided in Section 4.01 and Section 4.05 6.1(d) shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as Time of the Closing Date with the same effect as though made at and as of such date.Closing; (b) Each of Buyer Buyer, Watsco Canada and DSS Watsco shall have duly performed in all material respects each of the obligations, and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents agreements and covenants, required to be performed by or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller under this Agreement at or prior to the Closing.; (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (jc) Seller shall have received a certificate of each of Buyer, Watsco and Watsco Canada signed by the Secretary Chief Executive Officer or an Assistant Secretary the Chief Financial Officer of Buyer, Watsco or Watsco Canada, as the case may be, to evidence satisfaction of the conditions set forth in Sections 12.3(a) and 12.3(b); (d) each of Buyer, Watsco, Watsco Canada and each applicable Affiliate of Buyer, Watsco or equivalent officerWatsco Canada, as the case may be, shall have executed and delivered to Seller, or any applicable Affiliate of Seller, each of the Ancillary Agreements to which such entity is a party; (e) a majority of the “disinterested directors” (as such term is defined in Section 607.0901 of the Florida Business Corporation Act) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing Watsco shall have approved the execution, delivery and performance of this Agreement and each of the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyAgreements, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement and each of the Ancillary Agreements; (f) forty (40) common shares in the capital of the General Partner shall have been validly issued or transferred to Carlyle Scroll Holdings, Inc. as fully paid and non-assessable shares (the “GP Shares”); and (g) the articles and bylaws of the General Partner shall have been amended such that the articles and bylaws of the General Partner shall comply and be consistent with the terms of the Shareholders’ Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.1, Section 5.2 and Section 4.055.4, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.1, Section 5.2 and Section 4.05 5.4 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 5.3 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED Buyer shall have obtained a written opinion from an independent financial adviser reasonably satisfactory delivered to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial Seller duly executed counterparts to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, Ancillary Documents and such opinion has not been amended or rescinded as of the Closingother documents and deliveries set forth in Section 3.2(b). (f) From Buyer shall have delivered the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in Purchase Price Adjustment Escrow Amount and the aggregate, with or without Indemnification Escrow Amount to the lapse of time, could reasonably be expected Escrow Agent pursuant to result in a DSS Material Adverse EffectSection 3.2(c). (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a7.3(a) and Section 7.03(b7.3(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (ki) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (lj) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (k) Buyer shall have entered into that certain Employment Agreement with Xxxxxx Xxxxxx in the form of Exhibit F hereto (the “Employment Agreement”);

Conditions to Obligations of Seller. The obligations of Seller to consummate effect the transactions contemplated by this Agreement Closing shall be subject to the fulfillment satisfaction, or Seller’s waiverwaiver by Xxxxxx, at or prior to the Closing, of each of the following conditionsconditions precedent: (ai) Other Without regard to any Qualification therein, other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05Purchaser Fundamental Representations, the representations and warranties of Buyer and DSS contained made by Purchaser in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Article 4 hereof shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and respects, on and as of the Closing Date with the same force and effect as though if they had been made at on and as of such date (except those to the extent such representations and warranties that address matters only are expressly made as of a specified an earlier date, the accuracy of in which shall be determined as of that specified date in all respects). The case such representations and warranties shall be true and correct on and as of Buyer such earlier date); provided, that the condition set forth in this Section 6.3(a)(i) shall be deemed to not have been satisfied only if the failure of any such representations and DSS contained in Section 4.01 warranties to be true and Section 4.05 correct has had, or would reasonably be expected to have, a material adverse effect on Purchaser’s ability to consummate the Transactions and (ii) the Purchaser Fundamental Representations shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same force and effect as though if they had been made at on and as of such date (except to the extent such representations and warranties are expressly made as of an earlier date., in which case such representations and warranties shall be true and correct on and as of such earlier date); (b) Each of Buyer and DSS Purchaser shall have duly performed and complied performed, in all material respects with all agreementsrespects, covenants its covenants, agreements and conditions required by obligations contained in this Agreement and the each of the Ancillary Documents required to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to before the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (ic) Seller shall have received a certificateall deliveries pursuant to Section 2.4(b), dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) including all payments required to have been satisfiedmade as described therein. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.1, Section 5.2, and Section 4.055.4, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents Documents, and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.1, Section 5.2, and Section 4.05 5.4 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants covenants, and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants covenants, and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants covenants, and conditions, as so qualified, in all respects. (c) No Action shall have been commenced against Buyer or Seller which would prevent the Closing and such Action is not resolved prior to the End Date, provided, that, nothing contained in this Agreement shall require Seller or Parent to agree to settle any such Action. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Ancillary Documents and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.2(b). (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a7.3(a) and Section 7.03(b7.3(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery delivery, and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents Documents, and the other documents to be delivered hereunder and thereunder. (lh) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (i) Buyer shall have purchased from Seller the Backlog Inventory, for the purchase price set forth on Schedule 7.3(i).

Conditions to Obligations of Seller. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or SellerParent’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules Buyer shall have been received, and delivered to the Seller Representative duly executed counterparts thereof shall have been delivered to Seller at or prior to the ClosingAncillary Documents and such other documents and deliveries set forth in Section 3.02(b). (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller Representative shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS Innospec, as applicable, contained in Section 4.01 4.1, Section 4.4, Section 5.1 and Section 4.055.5, the representations and warranties of Buyer and DSS Innospec, as applicable, contained in this Agreement, Agreement and the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Buyer Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Buyer Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS Innospec, as applicable, contained in Section 4.01 4.1, Section 4.4, Section 5.1 and Section 4.05 5.5 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS Innospec shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer and Innospec shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining Buyer shall have received all consents, authorizations, orders and approvals referred to in Section 4.2, in form and substance reasonably satisfactory to Seller, and no such consent, authorization, order and approval shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated herebyrevoked. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary other Transaction Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each officers of Buyer and DSSInnospec, that each of the conditions set forth in Section 7.03(a8.3(a) and Section 7.03(b8.3(b) have been satisfied. (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS Innospec certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders directors/managers/managing members of Buyer and of DSS Innospec authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS Innospec certifying the names and signatures of the officers of Buyer and Innospec authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (lh) Each Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Purchase Price by wire transfer in immediately available funds of the cash, to an account or accounts designated at least 2 Business Days prior to the Closing Date by Seller in a written notice to Buyer. (i) From the date of this Agreement, there shall not have occurred any Buyer Material Adverse Effect. (j) Buyer and DSS Innospec shall have delivered to Seller such other documents or instruments as Seller reasonably requests and that are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s 's waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Buyer Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Buyer Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04, shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules Xxxxx shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior duly executed counterparts to the ClosingAncillary Documents and such other documents and deliveries set forth in Section 3.02(b). (e) SED Seller shall have obtained a written opinion from an independent financial adviser received evidence reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as Seller of the Closingcancellation of all promissory notes and amounts due thereunder in connection with the Operating Capital Advances. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s 's waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Action shall be been commenced against Buyer or Seller, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a), Section 7.03(b), Section 7.03(c) and Section 7.03(b7.03(d) have been satisfiedsatisfied (the "Buyer Closing Certificate"). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (j) Seller shall have received the Seller Stockholder Approval. (k) Buyer shall have consummated the Amarantus Diagnostics Acquisition.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED Bxxxx shall have obtained a written opinion from an independent financial adviser reasonably satisfactory delivered to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial Seller duly executed counterparts to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, Ancillary Documents and such opinion has not been amended or rescinded as of the Closingother documents and deliveries set forth in Section 3.02(b). (f) From Bxxxx shall have duly executed and delivered the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse EffectNote. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a6.03(a) and Section 7.03(b6.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (ki) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (lj) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.054.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 4.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 4.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto Buyer and true and complete copies thereof shall have been delivered to Seller. (f) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment by wire transfer of immediately available funds, to an account or accounts designated at least two Business Days prior to the Closing Date by Seller in a written notice to Buyer. (g) Buyer shall have delivered to the Escrow Agent by wire transfer of immediately available funds the Indemnification Escrow Amount. (h) Buyer shall have delivered to Seller:third parties by wire transfer of immediately available funds that amount of money due and owing from Seller to such third parties as Transaction Expenses as set forth on the Closing Transaction Expenses Certificate. (i) a duly executed Buyer shall have delivered to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and authenticated certificate or certificates representing owing from the DSS Common Shares, free and clear Company to such holder of all Encumbrances, registered in outstanding Indebtedness as set forth on the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerClosing Indebtedness Certificate. (ij) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (jk) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kl) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (lm) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, Agreement and the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality materiality, in all material respects, or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality materiality, in all material respects, or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) . Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders managers of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (lh) Each of Buyer and DSS shall have delivered to Seller (or Seller shall have waived) such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (i) Buyer or a Person designated by Buyer shall have delivered to Seller an Advertising Fund Asset Purchase Agreement providing for nominal consideration to be paid for all of the advertising fund assets, and in a form mutually agreeable to the Parties, duly executed by RE/MAX of New Jersey Institutional Advertising, Inc.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s 's waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the "Buyer Closing Certificate"). (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.054.04, the representations and warranties of Buyer and DSS contained in Article IV of this Agreement, the Ancillary Documents Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 4.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 4.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. The Transaction Documents (f) From the date of other than this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the all parties thereto other than the Seller and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. ; and (kii) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (lh) Each of Buyer and DSS shall have delivered to Seller such other documents cash in an amount equal to the Purchase Price less the Escrow Amount, Indebtedness and Transaction Expenses by wire transfer in immediately available funds, to an account or instruments as accounts designated at least two Business Days prior to the Closing Date by Seller reasonably requests and are reasonably necessary in a written notice to consummate Buyer. (i) Buyer shall have delivered to Seller duly executed counterparts to the transactions contemplated by this AgreementRetention Agreements.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) . Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders managers of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (lh) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The Unless waived by Seller in writing, the obligations of Seller to consummate sell the transactions contemplated by this Agreement shall be Assets are subject to the fulfillment or Seller’s waiver, at satisfaction on or prior to the Closing, Closing Date of each of the following conditions: : Buyer shall have delivered to Seller the documents and items identified in Section 6.3 hereof. Buyer shall have complied in all material respects with the covenants, agreements and conditions of Buyer contained herein to be performed at or prior to the closing. The transactions contemplated under the Stock Purchase Agreement (athe "SPA") Other than executed between DAKA and certain shareholders of Seller as of March ___, 1996 shall have closed in accordance with the terms of the SPA and the documents and other instruments attached to or referred to in the SPA shall have been executed and delivered. The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto herein shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer all actions, proceedings, instruments and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions documents required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether carry out this Agreement and the transactions contemplated by this Agreement are on normal commercial terms hereby and whether this Agreement and the transactions all related legal matters contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSSshall have been approved by counsel for Seller, and such opinion has not been amended or rescinded counsel shall have received on behalf of Seller such other certificates, opinions, and documents in form satisfactory to counsel for Seller, as Seller may reasonably require from Buyer to evidence compliance with the terms and conditions hereof as of the Closing. (f) From closing and the date correctness as of the closing of the representations and warranties of Buyer. Seller shall also have received all required authorizations, waivers, consents and permits to permit the transactions contemplatedby this Agreement, there shall not have occurred in form and substance reasonably satisfactory to Seller, from all third parties, including without limitation applicable governmental authorities, regulatory agencies, Seller's lessors, lenders and contract parties, required in connection with the transfer of Assets or Seller's contracts, permits, leases, licenses and franchises, to avoid a breach, default, termination, accelerations or modification of any DSS Material Adverse Effectagreement, nor shall any event contract, instruments, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or events have occurred thatarbitration award binding on Seller or otherwise applicable to the Restaurant as a result of, individually or in connection with, the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery execution and performance of this Agreement or as a result of any action taken by any party holding a mortgage, lien or other encumbrance on the Location. Seller shall diligently and in good faith undertake to obtain the Ancillary Documents approvals, licenses and the consummation other matters referred to in subsection (e) of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection this Section 9.1. Buyer shall reasonably cooperate with the transactions contemplated hereby and therebySeller in the performance by the Seller of its obligations hereunder. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.054.02, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 4.02 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Action shall have been commenced against Buyer, Seller or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a6.03(a) and Section 7.03(b6.03(b) have been satisfied. (je) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyhereby. (kf) Seller Buyer shall have received delivered to Seller cash in an amount equal to the Purchase Price by wire transfer in immediately available funds, to an account or accounts designated at least two Business Days prior to the Closing Date by Seller in a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized written notice to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderBuyer. (lg) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s 's waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the "Buyer Closing Certificate"). (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each Manager of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders managers of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kg) Seller Buyer shall have received a certificate of delivered to Seller the Secretary or an Assistant Secretary (or equivalent officerShares along with duly executed Stock Power(s) of each of Buyer and DSS certifying transferring the names and signatures of the officers of Buyer authorized Shares to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderSeller. (lh) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated Transaction and take the actions to be performed by this Agreement shall be Seller in connection with the Closing is subject to the fulfillment satisfaction or waiver (in Seller’s waiversole discretion), at on or prior to the ClosingClosing Date, of each of the following conditions: (a) Other than (i) Each of the Fundamental Representations of Buyer and/or Parent in this Agreement shall be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date (except, in each case, for such representations and warranties that are made as of a specific date, which shall be true and correct in all material respects as of such specific date), and (ii) each of the other representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained and/or Parent in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and Closing Date, as though made on and as of the Closing Date with the same effect as though made at (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such date (except those representations and warranties that address matters only as of a specified date), the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreementswithout regard to any materiality qualifier set forth therein, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, thatexcept, with respect to agreementsthis clause (ii), covenants to the extent the failure of any such representations or warranties to be so true and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authoritycorrect has not had, and would not reasonably be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered expected to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred thathave, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and material adverse effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary on Buyer’s and/or Parent’s ability to consummate the transactions contemplated by this Agreement. (b) Buyer and Parent shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by Buyer and/or Parent under this Agreement prior to or at the Closing. (c) Buyer and Parent shall have delivered to Seller (or be ready, willing and able to deliver to Seller at the Closing) all documents and items required to be delivered by Buyer and/or Parent under Section 2.9(b).

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) a. Other than the representations and warranties of Buyer and DSS contained in Section 4.01 4.1 and Section 4.054.4, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and Agreement or any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 4.1 and Section 4.05 4.4 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of b. Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing DateAgreement; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) c. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) d. Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a6.3(a) and Section 7.03(b6.3(b) have been satisfied. (j) e. Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyhereby. (k) Seller f. Buyer shall have received a certificate of delivered to Seller cash in an amount equal to the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderMerger Consideration by wire transfer in immediately available funds. (l) Each of g. Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the ClosingClosing Date, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, that with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules Buyer shall have been received, and executed counterparts thereof shall have been delivered be ready to pay to Seller the Closing Payment at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.03. (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary Secretary, Chief Executive Officer, or an Assistant Secretary (or equivalent officerofficer or other duly authorized representative) of each of Buyer and DSS certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders managers of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. ; and (kii) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunderthereunder (the “Buyer Officer’s Certificate”). (lh) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s 's written waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 this Agreement shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. satisfied (jthe "Buyer Closing Certificate"). (f) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each officer of Buyer and DSS company certifying that attached thereto are true and complete copies of all resolutions adopted by needed to evidence the boards of directors Buyer's authority to execute, deliver and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of perform under this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, Section 5.03 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effectmaterial adverse effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, Section 5.03(a) and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing DateDate ; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 5.03 of the Disclosure Schedules shall have been received, received and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED Xxxxx shall have obtained a written opinion from an independent financial adviser reasonably satisfactory delivered to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial Seller duly executed counterparts to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, Ancillary Documents and such opinion has not been amended or rescinded as of the Closingother documents and deliveries set forth in Section 3.02(b). (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment satisfaction (or waiver by Seller’s waiver, at or prior to the Closing, of each ) of the following conditions: (a) Other than Buyer shall have obtained (or caused to be obtained) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the requisitions, filings and notices, required to be obtained or provided by Buyer in connection with the transactions contemplated by this Agreement, as listed on Schedule 5.2(a) hereto; (b) the representations and warranties of Buyer and DSS contained set forth in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Article III shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on at and as of the Closing Date with the same effect as though if made at and as of such date the Closing Date, except (except i) for changes contemplated or permitted by this Agreement, and (ii) for those representations and warranties that address matters only as of a specified date, the accuracy of particular date (which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date.); (bc) Each of Buyer and DSS shall have duly performed and or complied with in all material respects with all agreements, its agreements and covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, under this Agreement as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing.; (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (hd) Buyer shall have delivered to Seller:Seller a certificate to the effect that each of the conditions specified in clauses (a) through (c) of this Section 5.2 is satisfied in all respects; (ie) Buyer's execution and delivery of this Agreement, its compliance with the provisions hereof and the consummation of all of the transactions contemplated hereby shall have been duly and validly authorized by all necessary limited liability company action on the part of Buyer, and Seller shall have received a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear certified copy of all Encumbrances, registered in actions taken by Buyer's principals effecting the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Sellersame. (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each all of the conditions set forth in items required to be delivered to it pursuant to Section 7.03(a) and Section 7.03(b) have been satisfied.1.3(b); and (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of all actions to be taken by Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and in connection with the consummation of the transactions contemplated hereby and therebyall certificates, opinions, instruments and that all such resolutions are in full force and other documents required to effect and are all the resolutions adopted in connection with the transactions contemplated hereby shall be reasonably satisfactory in form and therebysubstance to Seller. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Buyer shall have effected the transactions described in Section 2.03(a). (b) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 4.01, Section 4.02, and Section 4.054.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effectmateriality) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effectmateriality) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 4.01, Section 4.02, and Section 4.05 4.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (bc) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary other Transaction Documents shall have been executed and delivered by the parties thereto Buyer, as applicable, and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b7.03(c) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) 7.3.1 Other than the representations and warranties of Buyer and DSS contained in Section 4.01 4.1 and Section 4.054.2, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 4.1 and Section 4.05 4.2 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of 7.3.2 Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) 7.3.3 No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) 7.3.4 All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules 4.3 and Schedules 4.4 shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) 7.3.5 Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 2.4. (i) 7.3.6 Buyer shall have delivered the Indemnity Holdback Amount to the Secretary of Buyer pursuant to Section 2.4(a). 7.3.7 Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) 7.3.1 and Section 7.03(b) 7.3.2 have been satisfiedsatisfied (the “Buyer Closing Certificate”). (j) 7.3.8 Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) 7.3.9 Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (l) Each of 7.3.10 Buyer and DSS Seller shall have come to an acceptable resolution regarding Buyer’s assumption of accrued vacation of Seller. 7.3.11 Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s 's waiver, at or prior to the ClosingClosing Date, of each of the following conditions: (a) Other than the The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.1, Section 5.2 and Section 4.05 5.3 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 5.3 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the ClosingClosing Date. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.2(b). (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a7.3(a) and Section 7.03(b7.3(b) have been satisfiedsatisfied (the “Buyer Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment fulfilment, or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effectmateriality) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effectmateriality) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. The Transaction Documents (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of other than this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and therebyhereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyhereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunderhereunder. (lh) Each Buyer shall have delivered to Seller cash in an amount equal to the Base Amount, subject to any adjustment pursuant to Section 2.04(a) and net of the Escrow Amount, by wire transfer in immediately available funds, to an account or accounts designated at least two (2) Business Days prior to the Closing Date by Seller in a written notice to Buyer. (i) Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations obligation of Seller to consummate (or cause to be consummated) the transactions contemplated by this Agreement shall to be consummated at the Closing are subject to the fulfillment satisfaction (or waiver in writing by Seller’s waiver, at or prior to the Closing, of each ) of the following conditions: : (a) Other than (i) each of the representations and warranties Fundamental Representations of Buyer and DSS contained set forth in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Article III shall be true and correct in (disregarding all respects (in the case of any representation or warranty qualified by qualifications and exceptions as to materiality or DSS Buyer Material Adverse EffectEffect contained therein) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date of this Agreement and on and as of the Closing Date with the same effect as though made at and as of such date (except those with respect to representations and warranties that address matters only as of a specified particular date, the accuracy of in which shall be determined case, as of that specified date in all respectssuch other date). The ; and (ii) each of the representations and warranties of Buyer and DSS contained set forth in Section 4.01 and Section 4.05 Article III (other than the Fundamental Representations) shall be true and correct in (disregarding all respects qualifications and exceptions as to materiality or Buyer Material Adverse Effect contained therein) on and as of the SED Circular Filing Date date of this Agreement and on and as of the Closing Date (except with the same effect respect to representations and warranties that address matters only as though made at and of a particular date, in which case, as of such other date. ), except for failures of such representations and warranties to be true and correct as to matters that would not reasonably be expected to have a Buyer Material Adverse Effect; (b) Each of Buyer and DSS shall have duly performed and or complied with in all material respects with all agreements, its agreements and covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller under this Agreement at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.;

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other Asset Purchase and Sale Agreement, between the Municipality of Anchorage and Chugach Electric Association, Inc., dated as of December [●], 2018 writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants covenants, and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants covenants, and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents consents, and waivers that are listed on Section 4.03 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED Xxxxx shall have obtained a written opinion from an independent financial adviser reasonably satisfactory delivered to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial Seller duly executed counterparts to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, Ancillary Documents and such opinion has not been amended or rescinded as of the Closingother documents and deliveries set forth in Section 3.02(b). (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.. Asset Purchase and Sale Agreement, between the Municipality of Anchorage and Chugach Electric Association, Inc., dated as of December [●], 2018 (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (i) Seller shall have completed the Additional Seller Due Diligence and the results of such due diligence shall be satisfactory to Seller in its sole discretion. (j) Seller shall have received the opinion(s) of bond counsel and the independent certified public accountant’s report referred to in Section 3.02(a) in the form attached hereto as Exhibit [●]. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that Buyer has satisfied each and all of the requirements of AO No. 2018-1(S) that are applicable to Buyer. (l) Each If the Transition Agreement is in full force and effect, Seller shall have received a copy of the Transition Agreement as duly executed by Xxxxx and the IBEW. (m) Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.054.06, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 4.06 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 4.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED . Without limiting the generality of the foregoing, the North Dakota Insurance Department and all other applicable regulators shall have obtained a written opinion from an independent financial adviser reasonably satisfactory approved and consented to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the ClosingAgreement. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (ge) The Ancillary Documents shall have been executed and delivered by the parties thereto Xxxxx and true and complete copies thereof shall have been delivered to Seller. (hf) Buyer shall have delivered to Seller: (i) Seller cash in an amount equal to the Closing Date Payment by wire transfer of immediately available funds, to an account or accounts designated at least two Business Days prior to the Closing Date by Seller in a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Sellerwritten notice to Xxxxx. (ig) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (jh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (ki) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (lj) Each of Buyer Xxxx Xxxxx, Xx., the Company and DSS Seller shall have delivered entered into an agreement terminating the Employment Agreement, dated December 23, 2019, among Xxxx Xxxxx, Xx., the Company and Seller (the “Employment Agreement”). (k) Buyer shall have contributed cash equal to Seller such other documents or instruments $30,000,000 to the Company as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementadditional surplus.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be and the Related Agreements is subject to the fulfillment or Seller’s waiver, satisfaction at or prior to before the Closing, Closing of each all of the following conditions, any one or more of which may be waived by Seller, in its sole discretion: (a) Other than All of the representations and warranties made by Purchaser in this Agreement must be (i) true and correct as of Buyer the date hereof and DSS contained (ii) true and correct in Section 4.01 all material respects at and Section 4.05, as of the Closing as though made on the Closing Date (except to the extent such representations and warranties are made as of Buyer a specified date, in which case, such representations and DSS contained warranties must be true and correct in all material respects as of such specified date); provided, however, that, with respect to subpart (ii) of this AgreementSection 3.3(a), the Ancillary Documents such representations and any certificate or other writing delivered pursuant hereto shall warranties that are qualified by Materiality Qualifiers (as so qualified) must be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on at and as of the Closing Date with the same effect as though made at then and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of though the Closing Date with were substituted for the same effect as though made at and as date of such datethis Agreement throughout Section 4.2. (b) Each of Buyer and DSS shall Purchaser must have duly performed and complied in all material respects with all agreementsof its covenants, covenants obligations and conditions required by agreements under this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to on or on before the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respectsClosing. (c) No injunction Legal Proceeding will be pending or restraining order shall have been issued by threatened with respect to Purchaser in which an unfavorable Order would (i) prevent consummation of any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this or any Related Agreement and or (ii) cause any of the transactions contemplated by this Agreement is prejudicial or any Related Agreement to the interests of SED be rescinded following consummation (and its minority shareholders, a copy of which no such Order will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closingin effect). (fd) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall Purchaser will have delivered to SellerSeller each of the following at or before the Closing: (i) a duly executed the Closing Cash Payment pursuant to and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; andaccordance with Section 2.2(a); (ii) a certificate of a duly authorized officer of Purchaser, dated as of the Closing Date and executed by such officer, to the effect that, as to Purchaser, each of the conditions specified above in Sections 3.3(a), 3.3(b) and 3.3(c) is satisfied in all respects (the “Purchaser Closing Certificate”); (iii) the Xxxx of Sale, duly executed by Purchaser; (iv) the Assignment and authenticated certificate Assumption Agreement, duly executed by Purchaser; (v) evidence satisfactory to Seller of the consent, authorization, order or certificates representing approval of, and the DSS Preferred Shares, free and clear giving of all Encumbrancesnotices to, registered those Persons whose consent, authorization, order or approval is required, or who are entitled to notice, in connection with Purchaser’s execution, delivery and performance of this Agreement and the name applicable Related Agreements to which Purchaser is, or at the Closing will be, a party, and the consummation of the Seller.transactions contemplated hereby and thereby; (ivi) Seller shall have received a certificatecertificate of a duly authorized officer of Purchaser, dated the Closing Date and signed executed by a duly authorized officer of each of Buyer and DSSsuch officer, that each of the conditions set forth in Section 7.03(acertifying (A) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true true, correct and complete copies of all Seller’s governing documents, as are then in full force and effect, (B) that attached thereto are true, complete and correct copies of the resolutions adopted by of the boards members of directors and stockholders of Buyer and of DSS Purchaser authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents applicable Related Agreements and the consummation of the transactions contemplated hereby herein and therebytherein, and that all such resolutions as are then in full force and effect and are all effect, (C) that attached thereto is a good standing certificate, dated as of a recent date prior to the resolutions adopted in connection with Closing Date, from the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate Governmental Authority of the Secretary jurisdiction of Purchaser’s incorporation or an Assistant Secretary organization and each other jurisdiction in which Purchaser is qualified to do business, and (or equivalent officerD) of each of Buyer and DSS certifying as to the names incumbency and signatures of the officers or other authorized persons of Buyer authorized to Purchaser who have signed or will sign this AgreementAgreement or any of the Related Agreements; and (vii) such other instruments, documents and certificates as are required by the Ancillary Documents terms of this Agreement and the other documents to Related Agreements, or as may be delivered hereunder and thereunder. (l) Each reasonably requested by Purchaser in connection with the consummation of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementherein.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s 's waiver, at or prior to the First Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 4.01, Section 4.02 and Section 4.054.06, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effectmaterial adverse effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 4.01, Section 4.02 and Section 4.05 4.06 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 4.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and authenticated certificate or certificates representing owing from the DSS Common Shares, free and clear Company to such holder of all Encumbrances, registered in outstanding Indebtedness as set forth on the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerClosing Indebtedness Certificate. (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s Sellers’ waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be materially true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to SellerSellers. (he) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate Sellers all other documents, certificates, instruments or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered writings reasonably requested by Buyer in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Sellerconnection herewith. (if) Seller Sellers shall be released by Lender of the Assumed Obligations, and Buyer shall have received a certificate, dated the Closing Date delivered such information and signed such documents as are required by a duly authorized officer of each of Buyer and DSS, that each of Lender regarding the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedAssumed Obligations. (jg) Seller All property owned by Sellers, either directly or indirectly, that was pledged as collateral for the Note, other than the Real Property, shall have received a certificate be released by the Lender from such collateral interest, including without limitation the property described in the Deed of Trust dated December 29, 2015 by Xxxxxxxxx – Xxxxxxxx Partnership recorded on December 30, 2015 as Doc. # 2015112726 in the Official Records of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyCounty. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS Buyers contained in Section 4.01 5.01 and Section 4.055.02, the representations and warranties of Buyer and DSS Buyers contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effectmateriality) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effectmateriality) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS Buyers contained in Section 4.01 5.01 and Section 4.05 5.02 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS Buyers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it Buyers prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer Buyers shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated herebyhereby or by any other Transaction Document. (d) All approvals, consents and waivers that are listed on set forth in Section 4.03 of the Disclosure Schedules and Section 5.03 shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED Buyers shall have obtained a written opinion from an independent financial adviser reasonably satisfactory delivered to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial Seller duly executed counterparts to the interests of SED and its minority shareholders, Transaction Documents (other than this Agreement) to which it is a copy of which will be provided to Buyer and DSS, party and such opinion has not been amended or rescinded as of the Closingother documents and deliveries set forth in Section 3.02(c). (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a7.01(a) and Section 7.03(b7.01(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Corporate Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS such party authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Corporate Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer such party authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS No Governmental Authority shall have delivered to Seller such other documents enacted, issued, promulgated, enforced or instruments as Seller reasonably requests entered any Governmental Order which is in effect and are reasonably necessary to consummate has the effect of making the transactions contemplated by this AgreementAgreement or any other Transaction Document illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder or thereunder to be rescinded following completion thereof.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, Section 5.04, Section 5.05 and Section 4.055.07, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effectmateriality) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, Section 5.04, Section 5.05 and Section 4.05 5.07 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Action shall have been commenced against Buyer or Seller, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Ancillary Documents and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (if) Seller shall have received a certificate, dated the Closing Date Effective Time and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05the Buyer Fundamental Representations, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Original SPA Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except where the failure of such representations or warranties to be true and correct would not, individually or in the aggregate, have a Buyer Material Adverse Effect (in each case, without giving effect to any qualifications as to “material” or “Buyer Material Adverse Effect” contained in such representations and warranties). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 the Buyer Fundamental Representations shall be be, except for de minimis inaccuracies, true and correct in all respects on and as of the SED Circular Filing Original SPA Date and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, that with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects; and further, provided, that, Buyer shall have complied with Section 2.03(a) in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 4.04 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (fd) From the date of this Agreement, there shall not have occurred any DSS Buyer Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could would reasonably be expected to result in a DSS Buyer Material Adverse Effect. (ge) The Ancillary Documents Seller shall have been executed received evidence that Buyer has filed the Certificate of Designation with the Secretary of State of the State of Delaware at or prior to the Closing, which shall continue to be in full force and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Sellereffect as of Closing. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in this Section 7.03(a) and Section 7.03(b) 7.03 have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders members of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.1, Section 5.2 and Section 4.055.4, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.1, Section 5.2 and Section 4.05 5.4 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Ancillary Documents and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.2(b). (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a7.3(a) and Section 7.03(b7.3(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents Documents, the reservation for issuance of the Common Stock to the Seller in respect of the Stock Purchase Price and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (lh) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, Section 5.03 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effectmaterial adverse effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, Section 5.03(a) and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules Xxxxx shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior duly executed counterparts to the ClosingAncillary Documents and such other documents and deliveries set forth in Section 3.02(b). (e) SED Buyer shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and delivered the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial Indemnification Escrow Amount to the interests of SED and its minority shareholders, a copy of which will be provided Escrow Agent pursuant to Buyer and DSS, and such opinion has not been amended or rescinded as of the ClosingSection 3.02(c). (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated to be performed by this Agreement shall be it in connection with the Closing is subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each satisfaction of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained set forth in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Article 3 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on at and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date.Date; (b) Each of Buyer and DSS shall have duly performed and complied with all of his covenants hereunder in all material respects with all agreements, covenants and conditions required by this Agreement and through the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects.Closing; (c) No injunction All authorizations, approvals or restraining order permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall have been issued by any Governmental Authority, be duly obtained and be in effect, which restrains or prohibits any material transaction contemplated hereby.effective as of the Closing; (d) All approvalsno statute, consents and waivers that are listed on Section 4.03 rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any court of competent jurisdiction or other governmental entity preventing the consummation of the Disclosure Schedules transactions contemplated hereby shall be in effect; (e) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller; and (f) Buyer shall have been received, and executed counterparts thereof shall have been delivered to acknowledged the repayment of Seller's debt as the Purchase Price. Seller may waive any condition specified in this Section 4.2 if it executes a writing so stating at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the : The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) . No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) . All approvals, consents and waivers that are listed on Section 4.03 Schedule 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) . Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Section 3.02(b). Seller shall have received a certificateCertificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. satisfied (j) the “Buyer Closing Certificate”). Seller shall have received a certificate Certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) . Seller shall have received a certificate Certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (l) Each of . Seller shall have received consent from its Stockholders, as required by Nevada law and SEC rules and regulations, approving this Agreement and the transactions contemplated thereby. Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiverwaiver in writing, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.054.03, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 4.03 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Action shall have been commenced against Buyer, Seller or the Company which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary other Transaction Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (je) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kf) Seller Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized delivered to sign this Agreement, the Ancillary Documents Seller and the other documents to be delivered hereunder Escrow Agent, cash in the amounts and thereunderas set forth in Section 2.02. (lg) Each of Buyer shall have executed and DSS delivered to Seller the Trademark License Agreement. (h) Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s Sellers’ waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents to which Buyer is a party, and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 5.02 of the Disclosure Schedules Schedule shall have been received, and executed counterparts thereof shall have been delivered to Seller Sellers at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to SellerSellers. (f) Buyer shall have delivered to the Paying Agent by wire transfer of immediately available funds the Closing Date Payment. (g) Buyer shall have delivered to the Escrow Agent by wire transfer of immediately available funds the Indemnification Escrow Fund and the Purchase Price Adjustment Escrow Amount. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing third parties by wire transfer of immediately available funds the DSS Common Shares, free and clear of all Encumbrances, registered in Closing Transaction Expenses to such third parties as set forth on the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerClosing Certificate. (i) Buyer shall have delivered to third parties by wire transfer of immediately available funds the Closing Indebtedness to such third parties as set forth on the Closing Certificate. (j) Buyer shall have instructed the Transfer Agent to issue to each Rollover Seller in book entry form the amount of Stock Consideration that is to be issued to such Rollover Seller as is set forth in the Distribution Schedule. (k) Buyer shall have delivered to the Company, for delivery to the Optionholders, the Option Consideration. (l) Rollover Sellers receiving more than 20% of their allocable share of the Purchase Price in the form of Buyer Stock shall have been issued warrants to purchase additional shares of Buyer Stock. Each such Rollover Seller shall be issued warrants to purchase one share of Buyer Stock for each five shares (or 20% warrant coverage) of Buyer Stock such Rollover Seller receives in excess of 20% of their allocable share of the Purchase Price with an exercise price of $7.10 per share in form and substance otherwise substantially similar to that offered to investors in the Financing, or, if none, otherwise substantially similar to those warrants previously issued by Buyer in connection with prior offerings. (m) Sellers shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a8.03(a) and Section 7.03(b8.03(b) have been satisfied. (jn) Seller Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (ko) Seller Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or satisfaction (or, if applicable, waiver in the sole discretion of Seller’s waiver, at or prior except as to the condition described in (c)), as of the Closing, of each of the following conditions: (a) Other than All of the covenants required by this Agreement to be complied with and performed by Purchaser on or before the Closing Date shall have been duly complied with and performed in all material respects; (b) The representations and warranties of Buyer and DSS contained made by Purchaser herein or in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing document delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended provisions hereof or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event thereof or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby or thereby shall be correct in all material respects, on and thereby.as of the Closing Date, with the same force and effect as though such representations and warranties had been made on the Closing Date; (kc) Approvals in writing of all relevant regulatory agencies shall have been obtained by Purchaser, and approvals in writing of all relevant regulatory agencies, where applicable, shall have been obtained by Seller, and all necessary conditions, including any additional governmental approvals, permissions or consents, if any, including the giving of all legally required notices and the expiration of all legally required waiting or protest periods, of or relating to licenses, approvals and consents shall have been met (all of such approvals, conditions, permissions, licenses and consents being herein collectively called the "Regulatory Approvals"'), and such Regulatory Approvals shall include no Material Condition applicable to Seller, (d) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents items to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered by Purchaser pursuant to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.Section 5.4; and

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants covenants, and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants covenants, and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents consents, and waivers that are listed on Section 4.03 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing.. 80 Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Ancillary Documents and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (i) Seller shall have completed the Additional Seller Due Diligence and the results of such due diligence shall be satisfactory to Seller in its sole discretion. (j) Seller shall have received the opinion(s) of bond counsel and the independent certified public accountant’s report referred to in Section 3.02(c) in the form attached hereto as Exhibit Q. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that Buyer has satisfied each and all of the requirements of AO No. 2018-1(S) that are applicable to Buyer. (l) Each If the Transition Agreement is in full force and effect, Seller shall have received a copy of the Transition Agreement as duly executed by Buyer and DSS the IBEW. (m) Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations obligation of Seller to consummate (or cause to be consummated) the transactions contemplated by this Agreement shall to be consummated at the Closing are subject to the fulfillment satisfaction (or waiver by Seller’s waiver, at or prior to the Closing, of each ) of the following conditions: (a) Other than (i) each of the representations and warranties Fundamental Representations of Buyer and DSS contained set forth in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Article III shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on at and as of the Closing Date as if made as of the Closing Date (except with respect to representations and warranties that address matters only as of a particular date, in which case, as of such other date); and (ii) the same effect as though made other representations and warranties of Buyer set forth in Article III shall be true and correct at and as of such date the Closing Date as if made as of the Closing Date, except (except x) for those representations and warranties that address matters only as of a specified date, the accuracy of particular date (which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date., subject to clause (y) below), and (y) for failures of the representations and warranties to be true and correct as to matters that would not reasonably be expected to materially impede Buyer’s ability to consummate the transactions contemplated by this Agreement; (b) Each of Buyer and DSS shall have duly performed and or complied with in all material respects with all agreements, its agreements and covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on under this Agreement and the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, Related Agreements as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing.; (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (hc) Buyer shall have delivered to Seller: (i) Seller a certificate of a duly executed and authenticated certificate or certificates representing authorized officer to the DSS Common Shares, free and clear of all Encumbrances, registered in the name effect that each of the Sellerconditions specified in clauses (a) and (b) of this Section 5.3 is satisfied; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (id) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each all of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents items required to be delivered hereunder and thereunderto it by Buyer pursuant to Section 1.3(b). (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement Contemplated Transactions shall be subject to the fulfillment satisfaction or Seller’s waiver, waiver at or prior to the Closing, Closing of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS Purchaser shall have duly performed and complied in all material respects with all agreements, agreements and covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or and complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller Purchaser under this Agreement at or prior to the Closing. (eb) SED The representations and warranties of Purchaser in Article IV of this Agreement that are qualified as to materiality shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer be true and DSS stating whether correct, and those that are not so qualified shall be true and correct in all material respects at and as of the date of this Agreement and the transactions contemplated by this Agreement are on normal commercial terms at and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the ClosingClosing Date as though restated on and as of such date (except in the case of any representation or warranty that by its terms is made as of a date specified therein, in which case such representation or warranty that is qualified as to materiality shall be true and correct, and any such representation or warranty not so qualified shall be true and correct in all material respects, as of such date). (c) Seller shall have received from Purchaser the Purchase Price pursuant to Section 1.02. (d) Seller shall have received from Purchaser a certificate signed by an appropriate officer of Purchaser as to Purchaser's compliance with the conditions set forth in paragraphs (a) and (b) of this Section 6.01. (e) No Order or Law shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority that makes the consummation of the Contemplated Transactions illegal. (f) From All filings required by any Governmental Authority under applicable Laws shall have been made and any required waiting period under such Laws applicable to the date of this AgreementContemplated Transactions (including the waiting period under the HSR Act, there if applicable) shall not have occurred any DSS Material Adverse Effect, nor shall any event expired or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effectbeen earlier terminated. (g) The Ancillary Documents All Consents required from (i) any Governmental Authority; (ii) the PBGC pursuant to the PBGC Settlement Agreement; and (iii) the requisite lenders under the Senior Secured Credit Facility shall have been executed obtained, given or made and delivered by the parties thereto shall be in full force and true and complete copies thereof shall have been delivered to Sellereffect. (h) Buyer Simultaneous with the Closing, Purchaser and Seller shall have delivered consummated the transactions contemplated pursuant to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerAMR Stock Purchase Agreement. (i) Seller All Consents required from the requisite lenders under the Senior Secured Credit Facility shall have received a certificatebeen obtained, dated it being agreed that the Closing Date provisions contained in Article I obligating Seller to sell, transfer, convey, assign and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebydeliver to Purchaser, and that Purchaser to purchase, acquire and accept from Seller, all of Seller's right, title and interest in and to the Shares shall not become effective until such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments time as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementhas obtained such required Consents.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, Section 5.05, and Section 4.055.06, the representations and warranties of Buyer and DSS Medovex contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02, Section 5.05, and Section 4.05 5.06 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 5.05 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (d) As of the Closing, Medovex shall have $1,650,000 of cash on its balance sheet (which amount shall include the $350,000 payable to Seller, and all of which shall be treated as a credit against the $5,000,000 referenced in Section 2.05(f)(iv)), and binding commitments from Persons satisfactory to RMS to invest cash in Medovex by November 15, 2018, of at least an additional $1,000,000. (e) SED As of the last calendar day immediately prior to Closing, Medovex shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement consolidated balance sheet current ratio of 1:1, as such term is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSSdefined, and such opinion has not been amended or rescinded as ratio is calculated on Schedule 7.03 attached hereto, determined without including the cash on hand required of Medovex to satisfy the Closingrequirements of Section 7.03(d). (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Ancillary Documents and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (ig) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS(the “Buyer Closing Certificate”), that certifying that: (i) each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (jii) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS Medovex authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.; and (kiii) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer and Medovex authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (h) Medovex shall have reduced the number of its Board of Directors to five members and received the resignations of three board members, to be effective as of the Closing. (i) From the date hereof until the Closing, no Medovex Member shall amend or restate any outstanding stock options, warrants, convertible securities, incentive plans or contracts related thereto. (j) Seller has approved the terms of the Exchange Shares as set forth in the amended Articles of Incorporation of Medovex. (k) All corporate action required to be taken by Medovex’s board of directors and shareholders has been taken to authorize and issue the Exchange Shares at the Closing. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effectmaterial adverse effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effectmaterial adverse effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED Buyer shall have obtained a written opinion from an independent financial adviser reasonably satisfactory delivered to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial Seller duly executed counterparts to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, Ancillary Documents and such opinion has not been amended or rescinded as of the Closingother documents and deliveries set forth in Section 3.02(b). (f) From Buyer shall have received approval from the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or applicable Trading Market to list the Buyer Shares in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effectaccordance herewith. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.054.04, the representations and warranties of Buyer and DSS contained in this Agreement, the and any Ancillary Documents Documents, and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 4.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the any Ancillary Documents Documents, to be performed or complied with by it prior to or on the Closing Date[; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules required for closing shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Closing Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (f) Buyer shall have delivered to Seller cash in an amount equal to the Purchase Price by wire transfer of immediately available funds, to an account or accounts designated at least two Business Days prior to the Closing Date by Seller in a written notice to Buyer. (g) Buyer shall have delivered to third parties by wire transfer of immediately available funds that amount of money due and owing from Seller to such third parties as Transaction Expenses as set forth on the Closing Transaction Expenses Certificate. (h) Buyer shall have delivered to Seller: (i) a duly executed holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and authenticated certificate or certificates representing owing from the DSS Common Shares, free and clear Company to such holder of all Encumbrances, registered in outstanding Indebtedness as set forth on the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerClosing Indebtedness Certificate. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the any Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment fulfilment, or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. The Transaction Documents (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of other than this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and therebyhereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyhereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunderhereunder. (lh) Each of Buyer and DSS shall have delivered to Seller cash in an amount equal to the Purchase Price (as adjusted pursuant to Section 2.04(a)) by wire transfer in immediately available funds, to an account or accounts designated at least two (2) Business Days prior to the Closing Date by Seller in a written notice to Buyer. (i) Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05the Buyer Fundamental Representations, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except where the failure of such representations or warranties to be true and correct would not, individually or in the aggregate, have a Buyer Material Adverse Effect (in each case, without giving effect to any qualifications as to “material” or “Buyer Material Adverse Effect” contained in such representations and warranties). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 the Buyer Fundamental Representations shall be be, except for de minimis inaccuracies, true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, that with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects; and further, provided, that, Buyer shall have complied with Section 2.03(a) in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 4.04 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (fd) From the date of this Agreement, there shall not have occurred any DSS Buyer Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could would reasonably be expected to result in a DSS Buyer Material Adverse Effect. (ge) The Ancillary Documents Seller shall have been executed received evidence that Buyer has filed the Certificate of Designation with the Secretary of State of the State of Delaware at or prior to the Closing, which shall continue to be in full force and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Sellereffect as of Closing. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in this Section 7.03(a) and Section 7.03(b) 7.03 have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.054.04, the representations and warranties of Buyer and DSS contained in this Agreement, the and any Ancillary Documents Documents, and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 4.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the any Ancillary Documents Documents, to be performed or complied with by it prior to or on the Closing Date[; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules required for closing shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Closing Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (f) Buyer shall have delivered to Seller cash in an amount equal to the Purchase Price by wire transfer of immediately available funds, to an account or accounts designated at least two Business Days prior to the Closing Date by Seller in a written notice to Buyer. (g) Buyer shall have delivered to third parties by wire transfer of immediately available funds that amount of money due and owing from Seller to such third parties as Transaction Expenses as set forth on the Closing Transaction Expenses Certificate. (h) Buyer shall have delivered to Seller: (i) a duly executed holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and authenticated certificate or certificates representing owing from the DSS Common Shares, free and clear Company to such holder of all Encumbrances, registered in outstanding Indebtedness as set forth on the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerClosing Indebtedness Certificate. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the any Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05Section 4.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 4.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (e) Buyer shall have delivered to Seller cash in an amount equal to the Closing Date Payment less (i) the Purchase Price Adjustment Escrow Amount and (ii) the Indemnification Escrow Amount, by wire transfer of immediately available funds, to an account or accounts designated at least two Business Days prior to the Closing Date by Seller in a written notice to Buyer. (f) Buyer shall have delivered to the Escrow Agent by wire transfer of immediately available funds the Indemnification Escrow Amount and the Purchase Price Adjustment Escrow Amount. (g) Buyer shall have delivered to third parties by wire transfer of immediately available fund that amount of money due and owing from Seller to such third parties as Transaction Expenses as set forth on the Closing Transaction Expenses Certificate. (h) Buyer shall have delivered to Seller: (i) a duly executed holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and authenticated certificate or certificates representing owing from Seller to such holder of outstanding Indebtedness as set forth on the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerClosing Indebtedness Certificate. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement Contemplated Transactions shall be subject to the fulfillment satisfaction or Seller’s waiver, waiver at or prior to the Closing, Closing of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS Purchaser shall have duly performed and complied in all material respects with all agreements, agreements and covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or and complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller Purchaser under this Agreement at or prior to the Closing. (eb) SED The representations and warranties of Purchaser in Article IV of this Agreement that are qualified as to materiality shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer be true and DSS stating whether correct, and those that are not so qualified shall be true and correct in all material respects at and as of the date of this Agreement and the transactions contemplated by this Agreement are on normal commercial terms at and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the ClosingClosing Date as though restated on and as of such date (except in the case of any representation or warranty that by its terms is made as of a date specified therein, in which case such representation or warranty that is qualified as to materiality shall be true and correct, and any such representation or warranty not so qualified shall be true and correct in all material respects, as of such date). (c) Seller shall have received from Purchaser the Purchase Price pursuant to Section 1.02. (d) Seller shall have received from Purchaser a certificate signed by an appropriate officer of Purchaser as to Purchaser’s compliance with the conditions set forth in paragraphs (a) and (b) of this Section 6.01. (e) No Order or Law shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority that makes the consummation of the Contemplated Transactions illegal. (f) From All filings required by any Governmental Authority under applicable Laws shall have been made and any required waiting period under such Laws applicable to the date of this AgreementContemplated Transactions (including the waiting period under the HSR Act, there if applicable) shall not have occurred any DSS Material Adverse Effect, nor shall any event expired or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effectbeen earlier terminated. (g) The Ancillary Documents All Consents required from (i) any Governmental Authority; (ii) the PBGC pursuant to the PBGC Settlement Agreement; and (iii) the requisite lenders under the Senior Secured Credit Facility shall have been executed obtained, given or made and delivered by the parties thereto shall be in full force and true and complete copies thereof shall have been delivered to Sellereffect. (h) Buyer Simultaneous with the Closing, Purchaser and Seller shall have delivered consummated the transactions contemplated pursuant to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerAMR Stock Purchase Agreement. (i) Seller All Consents required from the requisite lenders under the Senior Secured Credit Facility shall have received a certificatebeen obtained, dated it being agreed that the Closing Date provisions contained in Article I obligating Seller to sell, transfer, convey, assign and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebydeliver to Purchaser, and that Purchaser to purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Shares shall not become effective until such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments time as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementhas obtained such required Consents.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.054.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 4.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 4.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. The Transaction Documents (f) From the date of other than this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (if) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS shall have delivered to Seller cash in an amount equal to the Aggregate Purchase Price by wire transfer in immediately available funds, to an account or accounts designated at least two (2) Business Days prior to the Closing Date by Seller in a written notice to Buyer. (j) Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment fulfillment, or Seller’s waiver's waiver in its sole discretion, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 4.1, Section 4.2 and Section 4.054.4, the representations and warranties of Buyer and DSS contained in this Agreement, Agreement and the Ancillary Documents Assignment Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Effective Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 4.1, Section 4.2 and Section 4.05 4.4 shall be true and correct in all respects on and as of the SED Circular Filing Effective Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants each agreement and conditions covenant required by this Agreement and the each of the Ancillary Documents Assignment Agreement to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, agreements and covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants agreements and conditionscovenants, as so qualified, in all respects. (c) No temporary restraining order or preliminary or permanent injunction or restraining other order by any court of competent jurisdiction preventing consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority, and be continuing in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Assignment Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has shall not have been amended prohibited under any applicable federal or rescinded as of the Closingstate Law. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (id) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a6.2(a) and Section 7.03(b6.2(b) have been satisfied. (je) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents Assignment Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted by the Buyer in connection with the transactions contemplated hereby and thereby. (kf) Seller Buyer shall have received delivered to Seller a good standing certificate for the Buyer from the secretary of state of the Secretary or an Assistant Secretary (or equivalent officer) state of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunderits origination. (lg) Each of Buyer shall have delivered to Seller cash in an amount equal to the Purchase Price, and Tallgrass Holdco shall have delivered to Seller in cash any amount due pursuant to Section 5.7, in each case by wire transfer in immediately available funds, to an account or accounts designated at least two Business Days prior to the Closing Date by Seller in a written notice to Buyer and DSS Tallgrass Holdco. (h) Buyer shall have duly executed and delivered the Assignment Agreement to Seller. (i) Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (j) Buyer and Tallgrass Holdco shall have delivered the approval and ratification required pursuant to Section 5.2(b). (k) Buyer shall have delivered to Sempra Rockies Marketing, LLC and Seller that certain letter agreement in the form of Exhibit D attached hereto duly executed and delivered by the Company. (l) Tallgrass Holdco shall have duly performed and complied in all material respects with each agreement and covenant required by this Agreement and the Assignment Agreement to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements and covenants that are qualified by materiality, Tallgrass Holdco shall have performed such agreements and covenants, as so qualified, in all respects. Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Tallgrass Holdco, that the conditions set forth in this Section 6.2(l) have been satisfied.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement Contemplated Transactions shall be subject to the fulfillment satisfaction or Seller’s waiver, waiver at or prior to the Closing, Closing of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS Purchaser shall have duly performed and complied in all material respects with all agreements, agreements and covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or and complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller Purchaser under this Agreement at or prior to the Closing. (eb) SED The representations and warranties of Purchaser in Article IV of this Agreement that are qualified as to materiality shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer be true and DSS stating whether correct, and those that are not so qualified shall be true and correct in all material respects at and as of the date of this Agreement and the transactions contemplated by this Agreement are on normal commercial terms at and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the ClosingClosing Date as though restated on and as of such date (except in the case of any representation or warranty that by its terms is made as of a date specified therein, in which case such representation or warranty that is qualified as to materiality shall be true and correct, and any such representation or warranty not so qualified shall be true and correct in all material respects, as of such date). (c) Seller shall have received from Purchaser the Purchase Price pursuant to Section 1.02. (d) Seller shall have received from Purchaser a certificate signed by an appropriate officer of Purchaser as to Purchaser’s compliance with the conditions set forth in paragraphs (a) and (b) of this Section 6.01. (e) No Order or Law shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority that makes the consummation of the Contemplated Transactions illegal. (f) From All filings required by any Governmental Authority under applicable Laws shall have been made and any required waiting period under such Laws applicable to the date of this AgreementContemplated Transactions (including the waiting period under the HSR Act, there if applicable) shall not have occurred any DSS Material Adverse Effect, nor shall any event expired or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effectbeen earlier terminated. (g) The Ancillary Documents All Consents required from (i) any Governmental Authority; (ii) the PBGC pursuant to the PBGC Settlement Agreement; and (iii) the requisite lenders under the Senior Secured Credit Facility shall have been executed obtained, given or made and delivered by the parties thereto shall be in full force and true and complete copies thereof shall have been delivered to Sellereffect. (h) Buyer Simultaneous with the Closing, Purchaser and Seller shall have delivered consummated the transactions contemplated pursuant to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerEmCare Stock Purchase Agreement. (i) Seller All Consents required from the requisite lenders under the Senior Secured Credit Facility shall have received a certificatebeen obtained, dated it being agreed that the Closing Date provisions contained in Article I obligating Seller to sell, transfer, convey, assign and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebydeliver to Purchaser, and that Purchaser to purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Shares shall not become effective until such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments time as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementhas obtained such required Consents.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 Sections 4.1, 4.2 and Section 4.054.4, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 Sections 4.1, 4.2 and Section 4.05 4.4 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 4.3 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED Bxxxx shall have obtained a written opinion from an independent financial adviser reasonably satisfactory delivered to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial Seller duly executed counterparts to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, Ancillary Documents and such opinion has not been amended or rescinded as of the Closingother documents and deliveries set forth in Section 2.2(b). (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a6.3(a) and Section 7.03(b6.3(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (li) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.054.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 4.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. The Transaction Documents (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of other than this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Transaction Documents and the other documents to be delivered hereunder and thereunder. (lh) Each Buyer shall have delivered to Seller cash in an amount equal to the Purchase Price less the Escrow Amount and less the aggregate amount of all Indebtedness paid pursuant to Section 2.03(a)(i) by wire transfer in immediately available funds, to an account or accounts designated, at least two (2) Business Days prior to the Closing Date, by Seller in a written notice to Buyer. (i) Buyer shall have delivered to the Escrow Agent cash in an amount equal to the Escrow Amount by wire transfer in immediately available funds, to an account or accounts designated by the Escrow Agent. (j) Buyer shall have delivered to the holders of Indebtedness of the Company and DSS Holdco specified in the Closing Certificate, the respective amounts of such Indebtedness by wire transfer of immediately available funds to the accounts of such holders specified in the Closing Certificate. (k) Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement Contemplated Transactions shall be subject to the fulfillment satisfaction or Seller’s waiver, waiver at or prior to the Closing, Closing of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 shall be true and correct in all respects on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS Purchaser shall have duly performed and complied in all material respects with all agreements, agreements and covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or and complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller Purchaser under this Agreement at or prior to the Closing. (eb) SED The representations and warranties of Purchaser in Article IV of this Agreement that are qualified as to materiality shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer be true and DSS stating whether correct, and those that are not so qualified shall be true and correct in all material respects at and as of the date of this Agreement and the transactions contemplated by this Agreement are on normal commercial terms at and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the ClosingClosing Date as though restated on and as of such date (except in the case of any representation or warranty that by its terms is made as of a date specified therein, in which case such representation or warranty that is qualified as to materiality shall be true and correct, and any such representation or warranty not so qualified shall be true and correct in all material respects, as of such date). (c) Seller shall have received from Purchaser the Purchase Price pursuant to Section 1.02. (d) Seller shall have received from Purchaser a certificate signed by an appropriate officer of Purchaser as to Purchaser's compliance with the conditions set forth in paragraphs (a) and (b) of this Section 6.01. (e) No Order or Law shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority that makes the consummation of the Contemplated Transactions illegal. (f) From All filings required by any Governmental Authority under applicable Laws shall have been made and any required waiting period under such Laws applicable to the date of this AgreementContemplated Transactions (including the waiting period under the HSR Act, there if applicable) shall not have occurred any DSS Material Adverse Effect, nor shall any event expired or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effectbeen earlier terminated. (g) The Ancillary Documents All Consents required from (i) any Governmental Authority; (ii) the PBGC pursuant to the PBGC Settlement Agreement; and (iii) the requisite lenders under the Senior Secured Credit Facility shall have been executed obtained, given or made and delivered by the parties thereto shall be in full force and true and complete copies thereof shall have been delivered to Sellereffect. (h) Buyer Simultaneous with the Closing, Purchaser and Seller shall have delivered consummated the transactions contemplated pursuant to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerEmCare Stock Purchase Agreement. (i) Seller All Consents required from the requisite lenders under the Senior Secured Credit Facility shall have received a certificatebeen obtained, dated it being agreed that the Closing Date provisions contained in Article I obligating Seller to sell, transfer, convey, assign and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebydeliver to Purchaser, and that Purchaser to purchase, acquire and accept from Seller, all of Seller's right, title and interest in and to the Shares shall not become effective until such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments time as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreementhas obtained such required Consents.

Conditions to Obligations of Seller. The obligations of Seller and the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller's or the Company’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.054.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 4.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) Buyer shall have executed and delivered to Seller and the Company all agreements, documents, certificates and other matters (including, without limitation the Ancillary Documents to which Buyer is a party and all deliverables set forth in Section 2.04(b)) required to be delivered by Buyer at or prior to the Closing hereunder. (d) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (de) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules No Governmental Authority shall have been receivedenacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and executed counterparts thereof shall have been delivered to Seller at or prior to has the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and effect of making the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and illegal or otherwise violative of such Governmental Order, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated by this Agreement is prejudicial hereunder to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closingfollowing completion thereof. (f) From Buyer shall have delivered to Seller cash in an amount equal to the date of this AgreementClosing Payment, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result manner described in a DSS Material Adverse EffectSection 2.03. (g) The Ancillary Documents No involuntary petition seeking relief in bankruptcy against Buyer by their respective creditors shall have been executed and delivered by the parties thereto and true and complete copies thereof filed or be pending, no application for a receiver to take possession of all, or substantially all, of Buyer’s assets shall have been delivered to Sellerfiled and no receiver shall have been appointed over any of Buyer’s assets, and no attachment or other judicial seizure of all, or substantially all, of Buyer’s assets has been filed or is pending. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSS, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.055.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 5.01, Section 5.02 and Section 4.05 5.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a Seller duly executed counterparts to the Ancillary Documents and authenticated certificate or certificates representing the DSS Common Shares, free such other documents and clear of all Encumbrances, registered deliveries set forth in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerSection 3.02(b). (ie) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (jf) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (kg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (lh) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Buyer and DSS contained in Section 4.01 4.01, Section 4.02 and Section 4.054.04, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effectmaterial adverse effect) on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 4.01, Section 4.02 and Section 4.05 4.04 shall be true and correct in all respects on and as of the SED Circular Filing Date date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Action shall have been commenced against Buyer, Seller or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All consents, authorizations, orders, approvals, consents and or waivers that are listed on Section 4.03 4.02 of the Disclosure Schedules shall have been received, in each case, in form and substance reasonably satisfactory to Seller, and no such consent, authorization, order, approval or waiver shall have been revoked, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED The MPUC Transaction Approval Order shall have obtained a written opinion from an independent financial adviser reasonably satisfactory been received, copies of the MPUC Transaction Approval Order shall have been delivered to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial Seller at or prior to the interests of SED Closing, the MPUC Transaction Approval Order shall not have been revoked, reversed, stayed, enjoined, set aside, annulled or suspended, the MPUC Transaction Approval Order shall be final and its minority shareholdersnon-appealable, a copy of which will be provided any waiting period prescribed by the MPUC Transaction Approval Order or by law with respect to Buyer and DSSthe MPUC Transaction Approval Order shall have expired, and such opinion has not any conditions prescribed by the MPUC Transaction Approval Order or by law with respect to the MPUC Transaction Approval Order shall have been amended or rescinded as of the Closingsatisfied. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (g) Buyer shall have delivered to Seller cash in an amount equal to the Estimated Closing Date Payment by wire transfer of immediately available funds, to an account or accounts designated at least five Business Days prior to the Closing Date by Seller in a written notice to Buyer. (h) Buyer shall have delivered to Seller: (i) a duly executed third parties by wire transfer of immediately available fund that amount of money due and authenticated certificate or certificates representing owing from Seller to such third parties as Transaction Expenses as set forth on the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the SellerClosing Transaction Expenses Certificate. (i) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Buyer and DSSBuyer, that each of the conditions set forth in Section 7.03(a) ), Section 7.03(b), and Section 7.03(b7.03(c) (with respect to Buyer only) have been satisfied. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying that attached thereto are true and complete copies of all resolutions adopted by the boards board of directors and stockholders of Buyer and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer shall have delivered to Seller a valid and DSS complete, executed IRS Form 8023 (or successor form) as contemplated in Section 6.05(b). (m) Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment satisfaction or Seller’s waiver, waiver by Seller at or prior to the Closing, of each Closing of the following additional conditions: (a) Other than the The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05, the representations and warranties of Buyer and DSS contained in this Agreement, the Ancillary Documents and any certificate herein that are qualified by materiality or other writing delivered pursuant hereto subject to thresholds shall be true and correct in all respects (in respects, and the case of any representation or warranty qualified by materiality or DSS Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or DSS Material Adverse Effect) on and as of the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer and DSS contained in Section 4.01 and Section 4.05 herein that are not so qualified shall be true and correct in all respects material respects, each as of the Closing Date, 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 the SED Circular Filing Date and on and as of the Closing Date with the same effect as though made at and as of such earlier date). (b) Each of Buyer and DSS shall have duly performed and complied in all material respects with all agreementscovenants, covenants agreements and conditions obligations required by this Agreement and the each of the Ancillary Documents to be performed or complied with by it on or prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) SED shall have obtained a written opinion from an independent financial adviser reasonably satisfactory to Buyer and DSS stating whether this Agreement and the transactions contemplated by this Agreement are on normal commercial terms and whether this Agreement and the transactions contemplated by this Agreement is prejudicial to the interests of SED and its minority shareholders, a copy of which will be provided to Buyer and DSS, and such opinion has not been amended or rescinded as of the Closing. (f) From the date of this Agreement, there shall not have occurred any DSS Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a DSS Material Adverse Effect. (g) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (h) Buyer shall have delivered to Seller: (i) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (ii) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller. (i) Seller shall have received a certificate, dated as of the Closing Date and signed Date, duly executed by a duly an authorized officer representative of each of Buyer and DSSBuyer, that each certifying that: (i) all of the conditions set forth in Section 7.03(aSections 8.3(a) and Section 7.03(b(b) have been satisfiedsatisfied and (ii) Buyer’s officers executing this Agreement, and each of the other documents necessary for consummation of the transactions contemplated herein, are authorized to execute the Agreement and such other documents and their specimen signatures on such certificate are genuine signatures. (jd) Seller shall have received a certificate of good standing in respect of Buyer certified by the Secretary or an Assistant Secretary of State of the State of Delaware, dated as of a reasonably recent date to the Closing Date. (or equivalent officere) of each of Buyer Seller shall have received the documents and DSS certifying that attached thereto are true other agreements and complete copies of all resolutions adopted by the boards of directors instruments pursuant to Section 8.4(b), and stockholders of Buyer such other documents, agreements and of DSS authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and instruments as it may reasonably request in connection with the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyhereby. (k) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Buyer and DSS certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (l) Each of Buyer and DSS shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.