Common use of Conditions to Obligations of the Parent and the Acquisition Subsidiary Clause in Contracts

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiaries, except for any the failure of which to obtain or effect would not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective Time, except to the extent that the inaccuracy of any such representation or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuracies, individually or in the aggregate, would not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c)); (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; and (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (c) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Subsidiary) of this Section 5.2 is satisfied in all respects.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (dc) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (ed) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (e) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger, together with a certification from each such Company Stockholder that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act, provided the Company shall not be required to deliver such certification with respect to at most thirty-five (35) Company Stockholders; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses clause (ab) (with respect to the Company’s due diligence of the Parent and (cthe Acquisition Subsidiary) of Section 5.1 and clauses (a) through (ed) (insofar as clause (ed) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate, validly executed by the Chief Executive Officer of the Company, certifying as to (i) true, correct and complete copies of the certificate of incorporation and bylaws of the Company; (ii) the valid adoption of resolutions of the board of directors and stockholders of the Company (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the board of directors and the requisite vote of the stockholders of the Company); (iii) a good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (h) the Company shall have delivered to the Parent audited and unaudited financial statements of the Company pro forma in respect of the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K in substantially final form; (i) the Company shall have obtained and purchased director and officer liability insurance (“D&O Insurance”) to be effective as of 12:01am on the Closing Date, covering the officers and directors of Parent immediately prior to the Effective Time, and such D&O Insurance shall include coverage for any acts or omissions that take place on or after the Closing Date in connection with the transactions contemplated by this Agreement, and shall be maintained (or a tail policy with equivalent coverage shall be maintained) in effect for a period of at least six (6) years following the Effective Time; (j) the parties to the Pre-Merger Indemnity Agreement shall have executed and delivered it to each other, and the Pre-Merger Indemnity Agreement shall be in full force and effect.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) and the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiariesany Company Subsidiary, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (dc) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (ed) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (e) the Company shall have delivered to the Parent and the Acquisition Subsidiary evidence reasonably satisfactory to them that the Sixth Amended and Restated Voting Agreement, dated as of November 18, 2013, as amended February 18, 2015, by and among the Company and certain investors named therein has been terminated and is of no further force or effect; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger; (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (aSection 5.1(a) and (c) of Section 5.1 and clauses (a) through (ed) (insofar as clause (ed) relates to Legal Proceedings involving the Company or a Company Subsidiary) of this Section 5.2 is satisfied in all respects; and (h) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma in respect of the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K, in substantially final form.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding shares of Company Shares Stock as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiaries, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger together with a certification from each such Company Stockholder that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act; provided, however, that up to 35 Company stockholders need not be accredited investors. (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (c) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects, and covering such other matters as the Parent shall reasonably request; (h) each of the individuals set forth on Exhibit F-1 to this Agreement shall have executed and delivered to the Parent an agreement substantially in the form of Exhibit F-2 attached hereto (the “Lock-Up and No-Shorting Agreements”); (i) the Company shall have delivered to the Parent evidence that the one (1) independent member of the Parent’s Board of Directors designated by the Placement Agent is acceptable to the Company-appointed directors; (j) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K; and (k) the Parent shall have received from Dxxxx Xxxxxx LLP, counsel to the Company, an opinion on the matters set forth in Exhibit G attached hereto, addressed to the Parent and dated as of the Closing Date.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding shares of Company Shares Stock as of the Effective Time; (b) the Company and its the Company Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiariesany Company Subsidiary, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger together with a certification from each such Company Stockholder that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act; (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (ce) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Company Subsidiary) of this Section 5.2 is satisfied in all respects; (h) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate, validly executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the certificate of incorporation and bylaws of the Company; (ii) the valid adoption of resolutions of the board of directors and stockholders of the Company (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the board of directors and the requisite vote of the stockholders of the Company); (iii) a good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (i) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma in respect of the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K in substantially final form; and (j) the Company shall have obtained (and shall have provided a copy thereof to Parent) the consent of Silicon Valley Bank and Oxford Finance LLC to the Merger and related Transaction Documentation in form reasonably acceptable to the Parent.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 102% of the aggregate number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except when any non-performance or non-compliance does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (g) the individuals set forth on Exhibit C to this Agreement shall have entered into agreements with the Parent pursuant to which they shall have agreed to certain restrictions on the sale or other disposition of the Parent Common Stock received by them in connection with the Merger for a period of 24 months following the Closing Date; (h) the Company Stockholders shall have agreed not to engage in any Prohibited Transactions; (i) each of Xxxxxx X. Xxxxxxxx, X.X. Xxxxxxx and Xxx Xxxxx shall have employments agreements mutually satisfactory to the Company, the Parent and to the respective employees; and (j) the Parent shall have received from Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, counsel to the Company, an opinion with respect to the matters set forth in Exhibit D attached hereto, addressed to the Parent and dated as of the Closing Date.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (b) the number of Dissenting Shares shall not exceed 10% of the number of outstanding shares of Company Stock as of the Effective Time; (c) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation or and warranty is the result of events or circumstances occurring subsequent expressly relates to the date of this Agreement an earlier date, such representation and any such inaccuracies, individually or in the aggregate, would not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties warranty shall be disregarded in determining whether any true and correct as of such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c)earlier date); (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time;, (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger, together with a certification from each such Company Stockholder that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act, or if not accredited investors, the number of such non-accredited investors shall not exceed thirty-five (35); (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (ce) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (h) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate, validly executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the certificate of incorporation and bylaws of the Company; (ii) the valid adoption of resolutions of the board of directors and stockholders of the Company (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the board of directors and the requisite vote of the stockholders of the Company); (iii) a good standing certificate from the Secretary of State of the State of Nevada dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; and (i) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma in respect of the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K in substantially final form.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 102% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its the Company Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Company Subsidiaries, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except when any non-performance or non-compliance does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Company Subsidiary) of this Section 5.2 is satisfied in all respects; (g) the individuals set forth on Exhibit C to this Agreement shall have entered into agreements with the Parent pursuant to which they shall have agreed to certain restrictions on the sale or other disposition of the Parent Common Stock received by them in connection with the Merger for a period of 18 months following the Closing Date; (h) the Company Stockholders shall have agreed not to engage in any Prohibited Transactions; (i) the employment and/or consulting agreements between the Company and each of Xxxxxxx Xxxxxx, Xxxx Xxxxx and Xxxx Fares shall be in effect and shall have been assumed by the Parent; and (j) the Parent shall have received from Barack, Ferrazzano, Kirschbaum, Xxxxxxx & Xxxxxxxxx LLP, counsel to the Company, an opinion with respect to the matters set forth in Exhibit D attached hereto, addressed to the Parent and dated as of the Closing Date.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 4.4 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (dc) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (ed) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (fe) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) a )and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (ef) (insofar as clause (ef) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (f) the Company Stockholders shall have agreed not to engage in any Prohibited Transactions; and (g) the Parent shall have received from Xxxx Xxxxxx, Esq., special counsel to the Company, an opinion with respect to the matters set forth in Exhibit B attached hereto, addressed to the Parent and dated as of the Closing Date.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required notices set forth on the part of the Company or the SubsidiariesSchedule 5.2(a), except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect; (c) the Company shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (e) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger, together with each certification received from a Company Stockholder that such person is an “accredited investor” as such term is defined in Regulation D under the Securities Act; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate executed by the Chief Executive Officer of the Company (the “Company Certificate”) to the effect that each of the conditions specified in clauses clause (a) and (c) of Section 5.1 and clauses (a) through (ed) (insofar as clause (ed) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is has been satisfied in all respects; (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the certificate of incorporation or the by-laws of the Company; (ii) the valid adoption of resolutions of the board of directors and Company Stockholders (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the board of directors and the requisite vote of the Company Stockholders); and (iii) a good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement (h) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma in respect of the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01(f) and/or 5.01(a)(8) of Form 8-K in substantially final form; (i) the Company shall have delivered FIRPTA documentation, consisting of (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit D, dated as of the Closing Date and executed by the Company, together with written authorization for Parent to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit E, dated as of the Closing Date and executed by the Company; and (j) the Company shall have delivered the Pre-Merger Indemnity Agreements to the Parent, duly executed by the Company.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding shares of Company Shares Common Stock as of the Effective Time; (b) the Company shall have obtained (and shall have provided copies thereof to the Parent) the written consents of (i) all of the members of its Subsidiaries Board of Directors, (ii) Company Common Stockholders holding at least 90% of the shares of Company Common Stock outstanding immediately prior to the Effective Time and (iii) Company Stockholders holding 51% of the shares of Company Series A Preferred Stock outstanding immediately prior to the Effective Time to the execution, delivery and performance by the Company of this Agreement and the other Transaction Documentation to which it is a party, in form and substance satisfactory to the Parent; (c) the Company shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cd) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (de) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except when any non-performance or non-compliance does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (ef) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (fg) [reserved] (h) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses clause (ah) and (cwith respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (ef) (insofar as clause (ef) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects., and covering such other matters as the Parent shall reasonably request; (i) each of the individuals set forth on Exhibit F to this Agreement shall have executed and delivered to the Parent an agreement substantially in the form of Exhibit G attached hereto (the “Lock-Up and No-Shorting Agreements”); (j) Jxx New shall have entered into an employment agreement with the Parent or the Company mutually satisfactory to the Company, the Parent and to the Mr. New; and (k) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 102% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiaries, except for any the failure of which to obtain or effect would not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) at least 90% of the Existing Warrants (determined by reference to the number of underlying Company Shares) shall have been exercised or such warrants rights shall have been settled; (d) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective Time, except to the extent that the inaccuracy of any such representation or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuracies, individually or in the aggregate, would not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c)); (de) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (ef) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (fg) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (c) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Subsidiary) of this Section 5.2 is satisfied in all respects; (h) the Company Stockholders named in Schedule 2.2 shall have entered into agreements with the Parent pursuant to which they shall have agreed to certain restrictions on the sale or other disposition of the Parent Common Stock received by them in connection with the Merger for a period of 12 months following the Closing Date; (i) each Company Stockholder shall have agreed in writing not to engage in any Prohibited Transactions; (j) all notes and other indebtedness convertible into shares of any class of capital stock of the Company shall have been discharged or converted into Company Shares; (k) the Company shall have made arrangements satisfactory to the Parent to retire its entire outstanding indebtedness simultaneously with, or prior to, the Closing; and (l) the Parent shall have received from McGuireWoods LLP, counsel to the Company, an opinion with respect to the matters set forth in Exhibit C attached hereto, addressed to the Parent and dated as of the Closing Date.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the The number of Dissenting Shares shall not exceed 10% of the number of outstanding shares of Company Shares Stock as of the Effective Time; (b) The Company and the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiariesany Company Subsidiary, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the The representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the The Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) no No Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and(f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger together with a certification from each such Company Stockholder that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act; (f) the The Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (ce) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Company Subsidiary) of this Section 5.2 is satisfied in all respects; and (g) The Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate, validly executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the certificate of incorporation and bylaws of the Company; (ii) the valid adoption of resolutions of the board of directors and stockholders of the Company (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the board of directors and the requisite vote of the stockholders of the Company); (iii) a good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement. (h) The Company shall have delivered to the Parent the Company Disclosure Schedule. (i) The Company shall have delivered to the Parent customary investor questionnaires, in form acceptable to the Parent, completed by each of the Company’s stockholders, which are necessary for the Parent to determine whether each of the Company’s stockholders are “accredited investors”.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time[RESERVED]; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (g) [RESERVED]; (h) the Parent shall have received from Xxxxxx & Jaclin, special counsel to the Company, an opinion addressed to the Parent and dated as of the Closing Date; and (i) the Company shall have provided audited financial statements from an independent accounting firm, qualified to conduct public company audits, for the years ended December 2010 and 2009 and unaudited financial statements for the nine months ended September 30, 2011 and 2010.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding shares of Company Shares Stock as of the Effective Time; (b) the Company and its the Company Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiariesany Company Subsidiary, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger together with a certification from each such Company Stockholder that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act; (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (cf) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Company Subsidiary) of this Section 5.2 is satisfied in all respects, and covering such other matters as the Parent shall reasonably request; (h) each of the individuals set forth on Exhibit E to this Agreement shall have executed and delivered to the Parent an agreement substantially in the form of Exhibit F attached hereto (the “Lock-Up and No-Shorting Agreements”); (i) the Company shall have delivered to the Parent evidence that the one (1) independent member of the Parent’s Board of Directors designated by the Placement Agent is acceptable to the Company-appointed directors; (j) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma the Merger, compliant as to form with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K; (k) the Parent shall have received from Nxxxxx MxXxxxxxx & Fish LLP, counsel to the Company, an opinion on the matters set forth in Exhibit G attached hereto, addressed to the Parent and dated as of the Closing Date; and (l) the Parent and CNI Commercial, LLC shall have executed and delivered to the Company the Director Nomination Agreement in substantially the form of Exhibit I attached hereto.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 105.5% of the aggregate number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except when any non-performance or non-compliance does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (cb) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (g) the individuals set forth on Exhibit C to this Agreement shall have entered into agreements with the Parent pursuant to which they shall have agreed to certain restrictions on the sale or other disposition of the Parent Common Stock received by them in connection with the Merger for a period of 12 months following the Closing Date; (h) the Company Stockholders shall have agreed not to engage in any Prohibited Transactions; and (i) the Parent shall reasonably cooperate with the Company in connection with the Private Placement Offering, including, without limitation, causing its outside counsel to issue a legal opinion as may be required pursuant to that certain placement agency agreement that was executed in connection therewith.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 1020% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (aa ) and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (g) the Company’s officers, directors and 5% shareholders shall enter into lock-up agreements with the Parent pursuant to which they shall have agreed to certain restrictions on the sale or other disposition of the Parent Common Stock acquired by them prior to the Merger for a term equal to the earlier of (i) twelve months from the Closing Date; or (ii) six months following the effective date of the Registration Statement; (h) the Company Stockholders shall have agreed not to engage in any Prohibited Transactions; (i) the Parent shall have received from Xxxxxxx Xxxxxx & Xxxx LLP, counsel to the Company, an opinion with respect to the matters set forth in Exhibit C attached hereto, addressed to the Parent and the Placement Agent and dated as of the Closing Date; (j) that there have been no material adverse changes to the Company’s business since the date of this Agreement; and (k) the Company shall have provided audited financial statements from an independent accounting firm, qualified to conduct public company audits, for the year ended December 31, 2009 and the operating results and period end financial condition reflected therein shall not have been materially different from the unaudited financial statements already provided for the same period.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (dc) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (ed) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (e) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger, together with a certification from each such Company Stockholder that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act, provided the Company shall not be required to deliver such certification with respect to at most thirty-five (35) Company Stockholders; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses clause (ab) (with respect to the Company’s due diligence of the Parent and (cthe Acquisition Subsidiary) of Section 5.1 and clauses (a) through (ed) (insofar as clause (ed) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate, validly executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the certificate of incorporation and bylaws of the Company; (ii) the valid adoption of resolutions of the board of directors and stockholders of the Company (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the board of directors and the requisite vote of the stockholders of the Company); (iii) a good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (h) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma in respect of the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K in substantially final form; (i) the Company shall have obtained and purchased director and officer liability insurance (“D&O Insurance”) to be effective as of 12:01am on the Closing Date, covering the officers and directors of Parent immediately prior to the Effective Time, and such D&O Insurance shall include coverage for any acts or omissions that take place on or after the Closing Date in connection with the transactions contemplated by this Agreement, and shall be maintained (or a tail policy with equivalent coverage shall be maintained) in effect for a period of at least five (5) years following the Effective Time; (j) the parties to the Pre-Merger Indemnity Agreement shall have executed and delivered it to each other, and the Pre-Merger Indemnity Agreement shall be in full force and effect.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding shares of Company Shares Stock as of the Effective Time; (b) the Company and its the Company Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiariesany Company Subsidiary, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of the written consent received from the majority of the Company Stockholders consenting to the Merger together with a certification from each such Company Stockholder that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act; (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (ch) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (ef) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Company Subsidiary) of this Section 5.2 is satisfied in all respects., and covering such other matters as the Parent shall reasonably request; (h) each of the individuals set forth on Exhibit F to this Agreement shall have executed and delivered to the Parent an agreement substantially in the form of Exhibit G attached hereto (the “CCI Lock-Up and No-Shorting Agreements”); and (i) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma the Merger, compliant as to form with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (dc) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (ed) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (fe) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (ed) (insofar as clause (ed) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (f) each of the Executives and each individual or entity who will be a beneficial owner of ten percent (10%) or more of the issued and outstanding shares of Parent Common Stock immediately following the Closing shall have entered into a Lock-Up Agreement (the “Lock-Up Agreement”) in substantially the form attached hereto as Exhibit L; provided, however, that the provisions of the Lock-Up Agreements for Clearwater Partners, LLC and Axxxxx Xxxxxxxxx shall not apply to any shares of Parent Common Stock or any PPO Conversion Warrant issued to Clearwater Partners, LLC or Axxxxx Xxxxxxxxx upon consummation of the Merger in exchange for the Units and PPO Warrant of the Company contained in the PPO Securities purchased by Clearwater Partners, LLC or Axxxxx Xxxxxxxxx in the Private Placement Offering nor shall the provisions of the Lock-Up Agreements for Clearwater Partners, LLC and Axxxxx Xxxxxxxxx apply to any shares of Parent Common Stock issued to Clearwater Partners, LLC or Axxxxx Xxxxxxxxx upon exercise of any PPO Conversion Warrant; (g) there shall have been no material adverse changes to the Company’s business since the date of this Agreement; (h) the Company shall have delivered to the Parent all audited and unaudited financial statements of the Company as may be required pursuant to any applicable SEC regulation; and (i) the Parent shall have received from Fxxxx & Lardner LLP, special counsel to the Company, an opinion in the form attached hereto as Exhibit M, addressed to the Parent and dated as of the Closing Date.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required notices set forth on the part of the Company or the SubsidiariesSchedule 5.2(a), except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect; (c) the Company shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (e) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger, together with a copy of each certification received from a Company Stockholder that such person is an “accredited investor” as such term is defined in Regulation D under the Securities Act; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate executed by the Chief Executive Officer of the Company (the “Company Certificate”) to the effect that each of the conditions specified in clauses clause (a) and (c) of Section 5.1 and clauses (a) through (ed) (insofar as clause (ed) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is has been satisfied in all respects; (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the certificate of incorporation or the by-laws of the Company; (ii) the valid adoption of resolutions of the board of directors and Company Stockholders (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the board of directors and the requisite vote of the Company Stockholders); and (iii) a good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement (h) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma in respect of the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01(f) and/or 5.01(a)(8) of Form 8-K in substantially final form; (i) [RESERVED]; and (j) the Company shall have delivered the Pre-Merger Indemnity Agreements to the Parent, duly executed by the Company.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 102% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) a )and (cb) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (g) Rxxxxx XxXxxxxx, Dxxxx Xxxxxx and [name any other key employees] shall have entered into agreements with the Parent pursuant to which they shall have agreed to certain restrictions on the sale or other disposition of the Parent Common Stock received by them in connection with the Merger for a period of 24 months following the Closing Date.; (h) and (i) the Parent shall have received from Cxxxx Xxxxxx LLP, special counsel to the Company, an opinion with respect to the matters set forth in Exhibit C attached hereto, addressed to the Parent and dated as of the Closing Date.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiaries, except for any the failure of which to obtain or effect would not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective Time, except to the extent that the inaccuracy of any such representation or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuracies, individually or in the aggregate, would not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c)); (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (ca)-(c) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Subsidiary) of this Section 5.2 is satisfied in all respects; (g) IPT Ethanol, Inc., shall have merged with and into the Company; and (h) the Parent shall have received from McGuireWoods LLP, counsel to the Company, an opinion with respect to the matters set forth in Exhibit C attached hereto, addressed to the Parent and dated as of the Closing Date.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required notices set forth on the part of the Company or the SubsidiariesSchedule 5.2(a), except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect; (c) the Company shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (e) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger, together with a copy of each certification received from a Company Stockholder that such person is an “accredited investor” as such term is defined in Regulation D under the Securities Act; (f) the Company shall have delivered to each Company Stockholder that has not provided to the Company a certification that such person is an “accredited investor” as such term is defined in Regulation D under the Securities Act the information required by Section 4.10, including a substantially complete draft of the Super 8-K, which information shall satisfy the requirements of Rule 502(b)(2)(B)(2) under the Securities Act, at least two (2) Business Days prior to the Effective Time, and shall have provided to the Parent evidence thereof reasonably satisfactory to the Parent; (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate executed by the Chief Executive Officer of the Company (the “Company Certificate”) to the effect that each of the conditions specified in clauses clause (a) and (c) of Section 5.1 and clauses (a) through (ed) (insofar as clause (ed) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is has been satisfied in all respects; (h) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the certificate of incorporation or the by-laws of the Company; (ii) the valid adoption of resolutions of the board of directors and Company Stockholders (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the board of directors and the requisite vote of the Company Stockholders); and (iii) a good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (i) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma in respect of the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01(f) and/or 5.01(a)(8) of Form 8-K in substantially final form; and (j) the Company shall have delivered the Pre-Merger Indemnity Agreements to the Parent, duly executed by the Company.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 105% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (aa ) and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (g) the Restricted Holders shall have entered into Lock-Up Agreements with the Parent; (h) the Company Stockholders shall have agreed not to engage in any Prohibited Transactions; (i) the Parent shall have received from Frascona, Joiner, Xxxxxxx and Xxxxxxxxxx, P.C., counsel to the Company, an opinion with respect to the matters set forth in Exhibit B attached hereto, addressed to the Parent and dated as of the Closing Date; (j) there shall have been no material adverse changes to the Company’s business since the date of this Agreement; and (k) the Company shall have provided audited financial statements from an independent accounting firm, qualified to conduct public company audits, for the period from inception through December 31, 2011.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) a )and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (g) the Restricted Holders shall have entered into the Lock-Up Agreements with Parent; (h) the Parent shall have received from Broad and Cxxxxx, special counsel to the Company, an opinion with respect to the matters set forth in Exhibit C attached hereto, addressed to the Parent and dated as of the Closing Date; and (i) the Company shall have provided audited financial statements from an independent accounting firm, qualified to conduct public company audits, for the years ended December 2010 and 2009 and unaudited financial statements for the six months ended June 30, 2011 and 2010.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 102% of the number of outstanding Company Shares as of the Effective Time; (b) at least a majority of the holders of each of the issued and outstanding Series A Preferred Stock and Series B Preferred Stock immediately prior to the Effective Time shall have delivered to the Company a written request for the conversion of such shares of Series A Preferred Stock and its Subsidiaries Series B Preferred Stock, respectively, into Company Shares, and all of the issued and outstanding Series A Preferred Common Stock and Series B Preferred Common Stock shall have converted into shares of Common Stock of the Company prior to the Effective Time; (c) the Company shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cd) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (de) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (ef) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (fg) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) a )and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (ef) (insofar as clause (ef) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (h) Axxxxx Xxxxxx, Vxxxxx Xxxxxx, Axxxx Xxxx, Txxxx Xxxxxx, Mxxx Xxxxxx and Mxxxxx Xxxxxxxxx shall have entered into agreements with the Parent pursuant to which they shall have agreed to certain restrictions on the sale or other disposition of the Parent Common Stock received by them in connection with the Merger for a period of 24 months following the Closing Date. Such agreements shall also provide that, during the period commencing 12 months after the Closing Date and continuing until 24 months following the Closing Date, each signatory may sell under Rule 144 of the Securities Act such number of shares of Parent Common Stock as do not exceed, in the aggregate, 10% of its holdings of Parent Common Stock as of the Closing Date; (i) The Company shall have waived all of its rights and obligations related to rights of first refusal, share repurchase rights, option repurchase rights and lock-up rights to which the Company was entitled in connection with those certain Warrant Purchase Agreements, Warrants, Investors’ Rights Agreements, Restricted Stock Purchase Agreements, Stock Option Agreements, Voting Agreements and all other pertinent agreements to which the Company was a party prior to the Effective Time; (j) the Company Stockholders shall have agreed not to engage in any Prohibited Transactions; and (k) the Parent shall have received from Hxxxxx and Bxxxx, LLP, special counsel to the Company, an opinion with respect to the matters set forth in Exhibit C attached hereto, addressed to the Parent and dated as of the Closing Date.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) and the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiariesany Company Subsidiary, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (dc) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (ed) no Legal Proceeding Action, before any Governmental Entity or before any arbitrator shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (e) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of the Written Stockholder Consent together with a certification from each Company stockholder that executed such consent that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (aSection 5.1(a) and (c) of Section 5.1 and clauses (a) through (ed) (insofar as clause (ed) relates to Legal Proceedings Actions involving the Company or a Company Subsidiary) of this Section 5.2 is satisfied in all respects; and (g) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma in respect of the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K, in substantially final form.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 105% of the number of outstanding shares of Company Shares Stock as of the Effective Time; (b) the Company and its the Company Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiariesany Company Subsidiary, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger together with a certification from each such Company Stockholder that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act; (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (cf) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Company Subsidiary) of this Section 5.2 is satisfied in all respects, and covering such other matters as the Parent shall reasonably request; (h) each of the individuals set forth on Exhibit E to this Agreement shall have executed and delivered to the Parent an agreement substantially in the form of Exhibit F attached hereto (the “Lock-Up and No-Shorting Agreements”); (i) the Company shall have delivered to the Parent evidence that the following five (5) individuals have been appointed to the Parent’s Board of Directors: Jxxxxxx X. Xxxxxx, Axxxxx X. Xxxxx, Jxxxx X. Xxxx, Sxxxxx XxxXxxxx and Jxxxxxx X. XxXxxxx (j) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K; and (k) the Parent shall have received from Hxxxxx Xxxxxxx Xxxxx, LLP, counsel to the Company, an opinion on the matters set forth in Exhibit G attached hereto, addressed to the Parent and dated as of the Closing Date.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required notices set forth on the part of the Company or the SubsidiariesSchedule 5.2(a), except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect; (c) the Company shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (e) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger (in each case to the extent actually received), and shall have delivered a copy of each certification received from a Company Stockholder that such person is an “accredited investor” as such term is defined in Regulation D under the Securities Act (in each case to the extent actually received); (f) the Company shall have delivered to each Company Stockholder that has not provided to the Company a certification that such person is an “accredited investor” as such term is defined in Regulation D under the Securities Act the information required by Section 4.10, including a substantially complete draft of the Super 8-K, which information shall satisfy the requirements of Rule 502(b)(2)(B)(2) under the Securities Act, at least two (2) Business Days prior to the Effective Time, and shall have provided to the Parent evidence thereof reasonably satisfactory to the Parent; (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate executed by the Chief Executive Officer of the Company (the “Company Certificate”) to the effect that each of the conditions specified in clauses clause (a) and (c) of Section 5.1 and clauses (a) through (ed) (insofar as clause (ed) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is has been satisfied in all respects.;

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) and the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 4.1 which are required on the part of the Company or the Subsidiariesany Company Subsidiary, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (dc) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (ed) no Legal Proceeding Action, before any Governmental Entity or before any arbitrator shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (e) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of the Written Member Consent together with a certification from each Member that executed such consent that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (aSection 5.1(a) and (c) of Section 5.1 and clauses (a) through (ed) (insofar as clause (ed) relates to Legal Proceedings Actions involving the Company or a Company Subsidiary) of this Section 5.2 is satisfied in all respects; and (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate, validly executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the Organizational Documents of the Company; (ii) the valid adoption of resolutions of the managers and members of the Company (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the managers and the requisite vote of the members of the Company) and covering such other matters as the Parent shall reasonably request; (iii) a good standing certificate from the Secretary of State of the State of Arizona dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiaries, except for any the failure of which to obtain or effect would not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective Time, except to the extent that the inaccuracy of any such representation or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuracies, individually or in the aggregate, would not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c)); (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (c) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Subsidiary) of this Section 5.2 is satisfied in all respects; and (g) the Parent shall have received from McGuireWoods LLP, counsel to the Company, an opinion with respect to the matters set forth in Exhibit C attached hereto, addressed to the Parent and dated as of the Closing Date.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 102% of the aggregate number of outstanding Company Shares and Preferred Shares as of the Effective Time; (b) the Company and its the Company Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Company Subsidiaries, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement;. Such waivers, permits, consents, approvals or other authorizations shall include, by way of illustration, but not be limited to: (i) Consent of TD Banknorth, NA (ii) Consent of Gxxxxx Xxxxxxx Ventures, LLC (iii) Consent of Axxx Xxxxxxx (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except when any non-performance or non-compliance does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Company Subsidiary) of this Section 5.2 is satisfied in all respects; (g) the individuals set forth on Exhibit C to this Agreement shall have entered into agreements with the Parent pursuant to which they shall have agreed to certain restrictions on the sale or other disposition of the Parent Common Stock received by them in connection with the Merger for a period of 24 months following the Closing Date; (h) the Company Stockholders shall have agreed not to engage in any Prohibited Transactions; (i) each of Gxxxxx Xxxxxxx and Exxx Xxxxx shall have entered into employment agreements mutually satisfactory to the Company, the Parent and to the respective employees; (j) the Parent shall have received from Rxxxxxxx & Cxxx LLP, counsel to the Company, an opinion with respect to the matters set forth in Exhibit D attached hereto, addressed to the Parent and dated as of the Closing Date; and (k) the Parent shall reasonably cooperate with the Company in connection with the Private Placement Offering, including, without limitation, causing its outside counsel to issue a legal opinion as may be required pursuant to that certain placement agency agreement that was executed in connection therewith.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of There shall be no Dissenting Shares shall not exceed 10% from the all of the number of issued and outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except when any non-performance or non-compliance does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (cb) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 1020% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (aa ) and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (g) the Company’s officers, directors and 5% shareholders shall enter into lock-up agreements with the Parent pursuant to which they shall have agreed to certain restrictions on the sale or other disposition of the Parent Common Stock acquired by them prior to the Merger for a term equal to the earlier of (i) twelve months from the Closing Date; or (ii) six months following the effective date of the Registration Statement; (h) the Company Stockholders shall have agreed not to engage in any Prohibited Transactions; (i) the Parent shall have received from Mxxxxxx Xxxxxx & Fxxx LLP, counsel to the Company, an opinion with respect to the matters set forth in Exhibit C attached hereto, addressed to the Parent and the Placement Agent and dated as of the Closing Date; (j) that there have been no material adverse changes to the Company’s business since the date of this Agreement; and (k) the Company shall have provided audited financial statements from an independent accounting firm, qualified to conduct public company audits, for the year ended December 31, 2009 and the operating results and period end financial condition reflected therein shall not have been materially different from the unaudited financial statements already provided for the same period.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (dc) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (ed) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (e) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger, together with a certification from each such Company Stockholder that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act, provided the Company shall not be required to deliver such certification with respect to at most thirty-five (35) Company Stockholders; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (ce) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate, validly executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the certificate of incorporation and bylaws of the Company; (ii) the valid adoption of resolutions of the board of directors and stockholders of the Company (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the board of directors and the requisite vote of the stockholders of the Company); (iii) a good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; and (h) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma in respect of the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K in substantially final form.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 105% of the aggregate number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except when any non-performance or non-compliance does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required notices set forth on the part of the Company or the SubsidiariesSchedule 5.2(a), except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect; (c) the Company shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (e) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger, and shall have delivered a copy of each certification received from a Company Stockholder that such person is an “accredited investor” as such term is defined in Regulation D under the Securities Act; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate executed by the Chief Executive Officer of the Company (the “Company Certificate”) to the effect that each of the conditions specified in clauses clause (a) and (c) of Section 5.1 and clauses (a) through (ed) (insofar as clause (ed) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is has been satisfied in all respects; and (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the certificate of incorporation or the by-laws of the Company; (ii) the valid adoption of resolutions of the board of directors and Company Stockholders (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the board of directors and the requisite vote of the Company Stockholders); and (iii) a good standing certificate from the Secretary of State of the State of Nevada dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 1013% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (aa ) and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (g) the Company’s officers, directors and 5% shareholders shall enter into lock-up agreements with the Parent pursuant to which they shall have agreed to certain restrictions on the sale or other disposition of the Parent Common Stock acquired by them prior to the Merger for a term equal to the earlier of (i) twelve months from the Closing Date; or (ii) six months following the effective date of the Registration Statement; (h) the Company Stockholders shall have agreed not to engage in any Prohibited Transactions; (i) the Parent shall have received from Xxxxxxx Xxxxxx & Xxxx LLP, counsel to the Company, an opinion with respect to the matters set forth in Exhibit C attached hereto, addressed to the Parent and the Placement Agent and dated as of the Closing Date; (j) that there have been no material adverse changes to the Company’s business since the date of this Agreement; and (k) the Company shall have provided audited financial statements from an independent accounting firm, qualified to conduct public company audits, for the years ended December 31, 2010 and 2009 and unaudited financial statements for the nine month periods ended September 30, 2011 and 2010.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consentsconsents (including but not limited to shareholder consent), approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiaries, except for any the failure of which to obtain or effect would not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective Time, except to the extent that the inaccuracy of any such representation or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuracies, individually or in the aggregate, would not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c)5.2); (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) all Company Preferred Stock issued and outstanding as of the date of this Agreement shall have been returned back to Company treasury such that no shares of Company Preferred Stock shall be issued and outstanding as of the Closing; (g) all Company Options and any and all rights, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any of its capital stock shall have been retired and/or terminated; (h) all shareholders receiving Merger Shares shall have executed lock up and leak out agreements, with the terms and conditions of such agreements to be finalized prior to Closing (the “Lock Up and Leak Out Agreement”); and (fi) the Company Parent shall have delivered to received from the Parent and Secretary of the Acquisition Subsidiary Company a certificate (i) certifying the “Company Certificate”) to the effect that each articles of incorporation of the conditions specified in clauses Company, (aii) certifying the bylaws of the Company, and (ciii) certifying the resolutions of Section 5.1 the board of directors and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving shareholders of the Company or a Subsidiary) of this Section 5.2 is satisfied in all respectsauthorizing the Merger and the transactions contemplated herein.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 2.4 of the Disclosure Schedule which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (dc) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (ed) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (e) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate of its Executive Chairman of the Board of Directors of the Company to the effect that each of the conditions specified in clauses (a), (c) and (d) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Company) of this Section 5.2 is satisfied in all respects; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary Subsidiary: (i) a certificate certified charter document and good standing certificate, each dated as of a date within thirty (the “Company Certificate”30) days prior to the effect that each Effective Time from the secretary of state of its jurisdiction of incorporation; (ii) the Bylaws of the conditions specified in clauses Company; (aiii) resolutions of the Company’s Board of Directors approving this Agreement and the other Transaction Documentation and the transactions contemplated hereby and thereby, certified by the Executive Chairman of the Board of Directors of the Company, and (ciii) resolutions of Section 5.1 the Company’s stockholders approving this Agreement and clauses the other Transaction Documentation and the transactions contemplated hereby and thereby, certified by the Executive Chairman of the Board of Directors of the Company; and (ag) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Subsidiary) of this Section 5.2 is satisfied in all respectsshall have provided audited financial statements from an independent accounting firm, qualified to conduct public company audits, for the years ended December 31, 2014 and 2013 and unaudited financial statements for the nine month periods ended September 30, 2015 and 2014.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the Parent shall have completed all necessary legal due diligence to their reasonable satisfaction; (b) the number of Dissenting Shares shall not exceed 105% of the number of outstanding shares of Company Shares Common Stock as of the Effective Time; (bc) the Company shall have obtained (and shall have provided copies thereof to the Parent) the written consents of (i) all of the members of its Subsidiaries board of directors, and (ii) all of the Company Stockholders, to approve the execution, delivery and performance by the Company of this Agreement and the other Transaction Documentation to which the Company is a party, in form and substance reasonably satisfactory to the Parent. The written consent received from each Company Stockholder consenting to the Merger shall include a certification that such person is either an “accredited investor” as such term are defined in Regulation D under the Securities Act; (d) the Company shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 4.2, which are required on the part of the Company or the SubsidiariesCompany, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (ce) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (df) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (eg) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (fh) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (c) of Section 5.1 and clauses (ad) through (ef) (insofar as clause (ef) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 6.1 is satisfied in all respects; (i) each of the stockholders of the Company listed on Schedule 1.3(d) hereto shall have surrendered for cancellation shares of the Company Common Stock held by them; (j) the Company shall have delivered to the Parent a certificate, validly executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the certificate of incorporation and bylaws of the Company; (ii) the valid adoption of resolutions of the board of directors and stockholders of the Company (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the board of directors and the requisite vote of the stockholders of the Company) and covering such other matters as the Parent shall reasonably request; (iii) a good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (k) the Company shall have executed and delivered a Patent Assignment to the Parent with respect to International Patent Application PCT #63/271.978; (l) a legal opinion from the Company’s corporate counsel shall have been delivered to the Parent, dated as of the Closing Date, in a form acceptable to Parent; and (m) a legal opinion from the Company’s intellectual property counsel shall been have delivered to the Parent, dated as of the Closing Date, in a form acceptable to Parent.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% representations and warranties of the number Company set forth in this Agreement shall be true and correct in all material respects as of outstanding Company Shares the date of this Agreement and as of the Effective Time as though made as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the Subsidiaries, except for any the failure of which to obtain or effect would not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective Time, except to the extent that the inaccuracy of any such representation or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuracies, individually or in the aggregate, would not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c)); (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; and (fd) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (c) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Subsidiary) of this Section 5.2 is satisfied in all respects.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) and the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (dc) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except when any non-performance or non-compliance does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (ed) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (fe) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (cb) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (ed) (insofar as clause (ed) relates to Legal Proceedings involving the Company or a Company Subsidiary) of this Section 5.2 is satisfied in all respects; (f) the individuals set forth on Exhibit D to this Agreement shall have entered into agreements with the Parent pursuant to which they shall have agreed (i) to certain restrictions on the sale or other disposition of the Parent Common Stock received by them in connection with the Merger for a period of 24 months (as specified in such Exhibit) following the Closing Date, and (ii) that they will not, for a period of 24 months following the Closing Date, directly or indirectly, effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the Exchange Act), whether or not against the box, establish any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Parent Common Stock, borrow or pre-borrow any shares of Parent Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to the Parent Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Parent Common Stock or otherwise seek to hedge its position in the Parent Common Stock; (g) each of Xx. Xxxxx Xxxxxxx and such other employees as are designated by the Company shall have employment agreements mutually satisfactory to the Company, the Parent and to the respective employees; (h) the Parent shall have received a certificate of the Company’s transfer agent and registrar certifying that as of the Closing Date there are 12,551,115 shares of Company Shares issued and outstanding, excluding 430,000 Company Shares issued or issuable prior to the Effective Time upon exchange of outstanding Warrants for Company Shares pursuant to Section 5.2(j); (i) the Parent shall have received from special counsel to the Company, an opinion on the matters set forth in Exhibit E attached hereto, addressed to the Parent and dated as of the Closing Date; (j) all outstanding Warrants shall have been exchanged for an aggregate of 430,000 Company Shares; (k) the Company and the holder of the Xxxxxx Note shall have entered into an amendment to the Xxxxxx Note, in form and substance satisfactory to the Parent, pursuant to which the holder shall agree that upon Closing of the Merger, the Xxxxxx Note will cease to be convertible into Company Shares and shall become convertible into such number of shares of Parent Common Stock as is equal to the number of Company Shares into which the Xxxxxx Note is then convertible multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number), and the conversion price per share of Parent Common Stock shall be equal to the conversion price under the Xxxxxx Note prior to Closing divided by the Common Conversion Ratio; and (l) all amounts payable by Sycamore Resources, Inc. (“Sycamore”) under the Purchase and Sale Agreement dated June 17, 2009 (the “Java Agreement”) between Hydrocarbon Generation, Inc. (“HGI”) and Sycamore shall have been paid in full, and Sycamore shall have irrevocably assigned to the Company all of its right, title and interest in, to and under the Java Agreement and all the assets acquired thereunder to the Company without payment.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 105% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (aa ) and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (g) the Restricted Holders shall have entered into Lock-Up Agreements with the Parent; (h) the Company Stockholders shall have agreed not to engage in any Prohibited Transactions; (i) the Parent shall have received from Exxxxx, Kxxxx & Gxxxx, counsel to the Company, an opinion letter, in form and substance satisfactory to Parent, addressed to the Parent and the Placement Agent and dated as of the Closing Date; (j) there shall have been no material adverse changes to the Company’s business since the date of this Agreement; (k) the Company shall have provided audited financial statements from an independent accounting firm, qualified to conduct public company audits, for the period from inception through May 31, 2012; and (l) the Company shall have entered into the First License Agreement and the Second License Agreement.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) and the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (dc) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except when any non-performance or non-compliance does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (ed) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (fe) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (cb) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Company Subsidiary) of this Section 5.2 is satisfied in all respects; (f) the individuals set forth on Exhibit C to this Agreement shall have entered into agreements with the Parent pursuant to which they shall have agreed (i) to certain restrictions on the sale or other disposition of the Parent Common Stock received by them in connection with the Merger for a period of 12 or 24 months (as specified in such Exhibit) following the Closing Date, and (ii) that they will not, for a period of 12 or 24 months (as specified in such Exhibit) following the Closing Date, directly or indirectly, effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the Exchange Act), whether or not against the box, establish any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Parent Common Stock, borrow or pre-borrow any shares of Parent Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to the Parent Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Parent Common Stock or otherwise seek to hedge its position in the Parent Common Stock; (g) the Parent shall have received a certificate of the Company’s registrar certifying that as of the Closing Date there are 200 shares of Company Shares issued and outstanding; (h) the Parent shall have received from Xxxxxxxx & Xxxxxx, Nevada counsel to the Company, an opinion with respect to Nevada law and the matters set forth in Exhibit D attached hereto, addressed to the Parent and dated as of the Closing Date.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuraciesthat, individually or in the aggregate, would does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) a )and (c) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is satisfied in all respects; (g) the Restricted Holders shall have entered into the Lock-Up Agreements with Parent; (h) The Parent shall have received all Company stock certificates, Bridge Notes and Bridge Warrants for cancellation from the holders thereof; (i) the Company shall have provided audited financial statements from an independent accounting firm, qualified to conduct public company audits, for the period from May 4, 2010 (inception) to December 2010 and unaudited financial statements for the nine months ended September 30, 2011 and 2010; (j) the Company shall have entered into a Consulting Agreement with Navesink Capital Advisors LLC effective upon Closing under which Navesink shall be issued five year warrants of Parent to purchase up to two million (2,000,000) shares of Parent Common Stock at $0.20 per share; and (k) The holders of the Company’ Series A Preferred Stock, Bridge Notes and Bridge Warrants shall have executed waivers waiving certain rights they may have under their respective securities.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required notices set forth on the part of the Company or the SubsidiariesSchedule 5.2(a), except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect; (c) the Company shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (e) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger, together with each certification received from a Company Stockholder that such person is an “accredited investor” as such term is defined in Regulation D under the Securities Act; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate executed by the Chief Executive Officer of the Company (the “Company Certificate”) to the effect that each of the conditions specified in clauses clause (a) and (c) of Section 5.1 and clauses (a) through (ed) (insofar as clause (ed) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is has been satisfied in all respects; (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the certificate of incorporation or the by-laws of the Company; (ii) the valid adoption of resolutions of the board of directors and Company Stockholders (whereby this Agreement, the Merger and the transactions contemplated hereunder were unanimously approved by the board of directors and the requisite vote of the Company Stockholders); and (iii) a good standing certificate from the Secretary of State of the State of California dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement (h) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma in respect of the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01(f) and/or 5.01(a)(8) of Form 8-K in substantially final form; (i) Intentionally Omitted; and (j) the Company shall have delivered the Pre-Merger Indemnity Agreements to the Parent, duly executed by the Company.

Conditions to Obligations of the Parent and the Acquisition Subsidiary. The obligation of each of the Parent and the Acquisition Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (b) the Company and its Subsidiaries shall have obtained (and shall have provided copies thereof to the Parent) all of the other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company or the SubsidiariesCompany, except for any such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect would does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (cb) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective TimeTime (provided, except however, that to the extent that the inaccuracy of any such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement incorrect representations and any such inaccuracieswarranties that, individually or in the aggregate, would do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c))Agreement; (dc) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (ed) no Legal Proceeding shall be pending against the Company wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effectconsummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; and; (e) the Company shall have delivered to the Parent and the Acquisition Subsidiary a copy of each written consent received from a Company Stockholder consenting to the Merger, together with a certification from each such Company Stockholder that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Securities Act; (f) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (c) of Section 5.1 and clauses (a) through (ed) (insofar as clause (ed) relates to Legal Proceedings involving the Company or a SubsidiaryCompany) of this Section 5.2 is has been satisfied in all respects; (g) the Company shall have delivered to the Parent and the Acquisition Subsidiary a certificate, validly executed by an executive officer of the Company, certifying as to (i) true, correct and complete copies of the certificate of incorporation and bylaws of the Company; (ii) the valid adoption of resolutions (or the written consent) of the board of directors and the written consent of stockholders of the Company (whereby this Agreement, the Merger and the transactions contemplated hereunder were approved by the board of directors and the requisite vote of the stockholders of the Company); (iii) a good standing certificate from the Secretary of State of the State of Delaware dated no more than (5) Business Days before the Closing Date; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (h) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma in respect of the Merger, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K in substantially final form; (i) the Company shall have obtained and purchased the D&O Tail Policy and the D&O Insurance; and (j) the Company shall have delivered the Pre-Merger Indemnity Agreements to the Parent, duly executed by the Company.