Common use of Conditions to Parent’s and Merger Sub’s Obligations Clause in Contracts

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) (i) the Company Fundamental Representations shall be true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III of this Agreement shall be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Material Adverse Effect; (b) the Company shall have performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the Company shall have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(a) and 7.01(b), as they relate to the Company, have been satisfied; (ii) certified copies of resolutions (or a written consent) of the board of directors of the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. The In addition to the conditions set forth in Section 8.1, the obligations of Parent and Merger Sub to consummate effect the Transactions are Closing shall be subject to the satisfaction (orfollowing conditions, if permitted any one or more of which may be waived in writing by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing DateParent: (a) The representations and warranties made by the Company contained in (i) Section 5.4(a)(ii), the Company Fundamental Representations first and fourth sentences of Section 5.5(a) and Section 5.24 shall be true and correct in all respects at as of the date of this Agreement and as of the Closing, as though made on and as of the Closing Date (except that such representations and warranties that are made as of a specific date shall be true and correct as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made at on and as of the Closing Date (except to the extent expressly that such representations and warranties that are made as of an earlier date, in which case only a specific date shall be true and correct as of such date) and (iiiii) all each other section of Article V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iii), except where the failure of such representations and warranties of the Company contained in Article III of this Agreement shall to be true and correct (without giving effect to any limitation qualifications as to "materiality" materiality or "Company Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to Effect (except that the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed word “material” in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as defined term “Material Contract” shall not be disregarded for any of such datepurposes), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Company Material Adverse Effect; (b) the The Company shall have performed and complied with in all material respects with all of the agreements, covenants and agreements obligations required by this Agreement to be performed or complied with by it under this Agreement at the Company on or prior to the Closing;; and (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the The Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable caused to Parent; (g) the Company shall have be delivered to Parent each of the following: (i) a certificate of an executed by a duly authorized officer of the Company in his or her capacity as such, dated as certifying that each of the Closing Date, stating that the conditions specified in Sections 7.01(a) and 7.01(b), as they relate to the Company, have been satisfied; (ii) certified copies of resolutions (or a written consent) of the board of directors of the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not Sections 8.2(a) and (b) has been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Subsatisfied.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations obligation of Parent and Merger Sub Subs to consummate the Transactions are transactions contemplated by this Agreement is subject to the satisfaction (or, if permitted by applicable Law, or waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) each of the representations and warranties of Company contained in Article 3 that is (i) the Company Fundamental Representations qualified as, to, or by Material Adverse Effect shall be true and correct in all respects at and as of the Closing Date as though if made at and anew as of the Closing Date such date (except to the extent any such representation and warranty expressly made as of relates to an earlier date, date (in which case only as of such earlier date)) and (ii) all other representations and warranties of the Company contained in Article III of this Agreement not qualified as to or by Material Adverse Effect shall be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though if made at and anew as of the Closing Date such date (except to the extent any such representation and warranty expressly made as of relates to an earlier date, date (in which case only as of such earlier date)), except, except where any failure of any such representation and warranty referred to in the case of this clause (ii), where the failure of such representations and warranties ) to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had or will not have a Material Adverse Effect; (b) the Company shall have performed and complied with in all material respects all of the covenants and agreements under this Agreement that are required to be performed by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following from the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to the Company; (d) holders of no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any more than five percent (5.0%) of the Transactionsaggregate outstanding Company Common Stock and Company Preferred Stock (calculated on an as-converted to Company Common Stock basis) as of the Effective Time will have elected to exercise (and will not have withdrawn or otherwise lost their ability to seek) dissenters’, declare unlawful the Transactions appraisal or cause similar rights under Delaware law with respect to such Transactions to be rescindedshares; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the Company shall will have delivered to Parent each of the following: (i) a certificate of an Company executed by a duly authorized officer of the Company in his or her capacity as suchthereof, dated as of the Closing Date, stating that the conditions preconditions specified in Sections 7.01(asubsections (a) and 7.01(b), (b) above as they relate to the Company, Company have been satisfied; (ii) evidence of Cash on Hand; (iii) a copy of the Paying Agent Agreement duly executed by the Representative; (iv) a certificate conforming to the requirements of Treasury Regulations Section 1.1445-2(c)(3); (v) certified copies of the resolutions duly adopted by the Company Board authorizing the execution, delivery and performance of this Agreement, the Mergers and the other transactions contemplated hereby; (or vi) (A) a written consent) of the board of directors certified copy of the Company approving Charter and (B) a certificate of good standing from the TransactionsSecretary of State of the State of Delaware dated within five (5) Business Days of the Closing Date; (vii) the resignations, effective as of the Closing, from all Company directors, officers, employees and contractors; (viii) an electronic copy of the true, correct and complete contents of the Dataroom, which shall be delivered promptly after the Closing; and (iiiix) certified duly executed copies of resolutions (or consulting agreements with the following individuals in a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Planform satisfactory to Parent: Kxxxx Xxxx, attached hereto as Exhibit ALxxx Xxxxxxxxxx, shall have been consummatedExxx Xxxxxx, including that Xxxxx X. Xxxxxxxxx Txxxx Xxx and his spouse, Xxxxx X. Mxxx Xxxx Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of on or before the Closing Date: (a) (i) Parent, Merger Sub and the Company Fundamental Representations shall be true have received or otherwise obtained all third party consents and correct in all respects at and as of approvals that are identified with an asterisk (*) on the Closing Date as though made at and as of attached Restrictions Schedule (collectively, the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III of this Agreement shall be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date“Third-Party Approvals”), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Material Adverse Effect; (b) Parent, Merger Sub and the Company shall have performed received or obtained all governmental and complied with in all material respects all regulatory consents, approvals, licenses and authorizations that are necessary for the consummation of the covenants transactions contemplated hereby or for Parent and agreements required Surviving Corporation to be performed by it under this Agreement at or prior to own the assets and operate the businesses of the Company and its Subsidiaries following the Closing, and the waiting period under the HSR Act shall have expired or been terminated (collectively, the “Governmental Approvals”); (c) No suit, action or other proceeding shall be pending or, to the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% Knowledge of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement; (d) no Company, threatened before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, decree order, decree, ruling or order from any Governmental Entity shall have been entered which charge would (i) prevent the performance of this Agreement or the consummation of any of the Transactions, transactions contemplated hereby or declare unlawful any of the Transactions or transactions contemplated hereby, (ii) cause such Transactions any of the transactions contemplated by this Agreement to be rescindedrescinded following consummation, (iii) affect adversely the right of the Surviving Corporation to own the assets and operate the businesses of the Company and its Subsidiaries following the Closing, or (iv) affect adversely the right of any of the Company or any of its Subsidiaries to own its assets or control its businesses following the Closing, and no such injunction, judgment, order, decree, ruling or charge shall have been entered or be in effect; (d) The Controlling Shareholders and the Company shall have entered into the Related Agreement, and the Related Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified; (e) since The Shareholders’ Representative and the date Escrow Agent shall have entered into the Escrow Agreement, and the Escrow Agreement shall be in full force and effect as of this Agreement there the Closing and shall not have been any Material Adverse Effectamended or modified; (f) Each of the Executives shall have entered into their respective Employment Agreements, and the Employment Agreements shall be in full force and effect as of the Closing and shall not have been amended or modified; (g) Parent and Merger Sub shall have received from Stoel Rives LLP, special counsel for the Company and the Controlling Shareholders, a customary legal opinion with respect to the matters set forth on Exhibit D attached hereto, which shall be addressed to Parent, Merger Sub and their lender(s) and dated as of the Closing Date; (h) All agreements regarding voting, transfer or other arrangements related to the capital stock of the Company that are in effect prior to the Closing shall have been terminated and be of no further force and effect; (i) The Company shall have obtained releases of all Liens (other than any Permitted Liens) relating to the assets and properties of the Company and its Subsidiaries, and the Company shall have received or obtained and delivered to Parent and Merger Sub and its lender(s) payoff letters with respect to all Indebtedness for borrowed money outstanding as of the Third Party Consents Closing; (j) The Company shall have duly filed the Articles of Merger in a form accordance with the OBCA; (k) The number of Dissenting Shares shall not exceed 3.00% of the number of outstanding shares of Company Common Stock; (l) The Company shall have made the aggregate Tax Bonus Payment to the recipients thereof, and substance reasonably acceptable the Company shall have delivered evidence thereof to Parent; (gm) None of the payments that Parent, Merger Sub, the Surviving Corporation, the Company, the Company Shareholders or any of their respective Affiliates has made or is obligated to make to a “disqualified individual” (within the meaning of Section 280G(c) of the Code) with respect to the Company and its Subsidiaries pursuant to any agreement, plan understanding or other arrangement (including the vesting of any securities or other property) shall constitute a “parachute payment” within the meaning of Section 280G(b) of the Code, and the Company shall have delivered evidence thereof to Parent; and (n) At the Closing, the Company shall have delivered to Parent each of the following: and Merger Sub (i) a certificate of an authorized officer of signed by the Company in his or her capacity as suchthe form of Exhibit E attached hereto, dated as the date of the Closing DateClosing, stating that the conditions specified in Sections 7.01(asubsections (a) through (c) and 7.01(b), as they relate to the Company, (h) through (m) have been satisfied; satisfied as of the Closing; (ii) certified copies of resolutions (or a written consent) of the board of directors of the Company approving the Transactionsall Third Party Approvals and Governmental Approvals; and (iii) certified copies of the resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (iv) good standing (or a written consentsubstantially equivalent) certificates for each of the Company Requisite Approval; (h) the transactions summarized and its Subsidiaries from their respective jurisdictions of incorporation and each jurisdiction in which each of the Company Unit Transfer Planand its Subsidiaries is qualified to do business as a foreign corporation, attached hereto in each case dated as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into of a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant recent date prior to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (iv) evidence of the Parent Common Shares cancellation of the Vested Company Options; (vi) evidence of the termination of the Management Agreements and payment of all amounts due thereunder; (vii) an affidavit stating that the Company is not and has not been a United States real property holding corporation, and (viii) such other documents or instruments as are required to be issued in delivered by the Merger shall have been approved for listing on Company Shareholders or the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration Company at the Closing pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Subterms hereof.

Conditions to Parent’s and Merger Sub’s Obligations. The In addition to the conditions set forth in Section 8.1, the obligations of Parent and Merger Sub to consummate effect the Transactions are Closing shall be subject to the satisfaction (orfollowing conditions, if permitted by applicable Law, waiver any one or more of which may be waived in writing by Parent and Merger Sub in writing) of the following conditions as of the Closing Dateits sole discretion: (a) (i) the representations and warranties made by the Company Fundamental Representations in (i) the first sentence of Section 5.1 (only as to the Company and the Operating Company), Section 5.2, Section 5.4(a)(ii), the first, third and fifth sentences of Section 5.5(a) and Section 5.23 shall be true and correct in all respects at as of the date of this Agreement and as of the Closing, as though made on and as of the Closing Date (except that such representations and warranties that are made as of a specific date shall be true and correct as of such specific date) except, in the case of the representations and warranties contained in the first, third and fifth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) the representations and warranties made by the Company in Section 5.1 (other than the first sentence thereof as to the Company and the Operating Company) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made at on and as of the Closing Date (except to the extent expressly that such representations and warranties that are made as of an earlier date, in which case only a specific date shall be true and correct as of such date) and (iiiii) all other the representations and warranties made by the Company in each other section of ARTICLE V that (A) are not made as of a specific date shall be true and correct as of the Company contained in Article III date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iii), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation qualifications as to "materiality" materiality or "Company Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to Effect (except that the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed word “material” in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as defined term “Material Contract” shall not be disregarded for any of such datepurposes), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect; (b) the Company shall have performed and complied with in all material respects with all of the agreements, covenants and agreements obligations required by this Agreement to be performed or complied with by it under this Agreement at the Company on or prior to the Closing; (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable caused to Parent; (g) the Company shall have be delivered to Parent each of the following: (i) a certificate of an executed by a duly authorized officer of the Company in his or her capacity as such, dated as certifying that each of the Closing Date, stating that the conditions specified set forth in Sections 7.01(aSection 8.2(a) and 7.01(b), as they relate to the Company, have (b) has been satisfied; (ii) certified copies of resolutions (or a written consent) of the board of directors of the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (hd) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, Stockholders Agreement shall have been consummated, including that Xxxxx X. Xxxxxxxxx executed and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to delivered by the parties thereto set forth on Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(28.2(d) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger SubCompany Disclosure Letter.

Conditions to Parent’s and Merger Sub’s Obligations. The Each of the obligations of Parent and Merger Sub to consummate the Transactions are be performed hereunder shall be subject to the satisfaction (or, if permitted by applicable Law, or the waiver by Parent and Merger Sub in writingor Parent, as applicable) at or prior to the Closing of each of the following conditions as of the Closing Dateconditions: (a) (i) Company's and Shareholders' representations and warranties contained in this Agreement and the Company Fundamental Representations other Merger Agreements shall be true and correct in all material respects at on and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III of this Agreement shall be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Material Adverse Effect;Date. (b) the Company and Shareholders shall have performed and performed, complied with and satisfied in all material respects all of covenants, agreements, obligations and conditions required by this Agreement and the covenants and agreements required other Merger Agreements to be performed performed, complied with or satisfied by it under this Agreement at them on or prior to the Closing;. (c) All Required Government Consents (except for the filing of the Certificate of Merger with the Georgia Secretary of State) and the Transactions Required Contract Consents shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement;obtained. (d) no judgmentNo Litigation shall be threatened or pending before any court or governmental agency that could reasonably be expected to result in the restraint or prohibition of any Party, decree or order the obtaining of damages or other relief from any Governmental Entity shall have been entered which would prevent the performance of Party, in connection with this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded;transactions contemplated hereby. (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the Company shall have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(a) and 7.01(b), as they relate to the Company, have been satisfied; (ii) certified copies of resolutions (or a written consent) of the board of directors of the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code payoff letters, releases, termination statements and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception cancellation documents for all Liens and Liabilities with respect to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; andCompany and its assets and liabilities and shall have paid all amounts required to be paid by Company with respect thereto. (kf) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) Company shall have provided prepared and delivered to Merger Sub and Parent a fully completed the Manual Balance Sheet and accurate Investor Questionnaire. If the Closing occursupdated list of Company Customers and Prospects, all Closing conditions set forth in this Section 7.01 each of which have not been fully satisfied as of the Closing shall be deemed acceptable to have been waived by Parent and Merger Sub. Company shall not have suffered any Material Adverse Effect and no material adverse change (whether or not such change is referred to or described in any supplement to the Schedules) in the financial condition, operations, or prospects of the Business from that reflected in the Financial Statements for the fiscal year ending and as of December 31, 2002 shall have occurred. (g) Each of Xxxx Xxxxxxxx, Xxx Xxxxxxxx and Xxxxxxx Xxxxxxxx shall have entered into employment agreements with Parent in substantially the form attached hereto as Exhibit 6.1(e), the effectiveness of which shall be expressly contingent upon the occurrence of Closing.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writingSub) of the following conditions as of the Closing Date: (a) (i) the The Company Fundamental Representations shall be true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III II of this Agreement shall be true and correct in all material respects (without giving effect to any limitation as to "“materiality" ” or "“Company Material Adverse Effect" ” set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Material Adverse Effect;. (b) the The Company shall have performed and complied with with, in all material respects respects, all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing;. (c) the Merger No Law shall be in effect and the Transactions no Order shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders entered, in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement; (d) no judgmenteach case, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, declare unlawful the Transactions transactions contemplated by this Agreement or cause such Transactions transactions to be rescinded;. (d) The Stockholder Consent shall have been obtained. (e) since the date The maximum number (on a percentage basis) of this Agreement there Stockholders that have exercised or continue to have a right to exercise appraisal rights shall not have been any Material Adverse Effect;exceed one percent (1%) of the aggregate number of outstanding shares of Company Stock outstanding as of immediately prior to the Effective Time. (f) the Company Parent shall have received or obtained a duly executed Joinder Agreement from the Third Party Consents in a form Stockholders holding at least ninety-nine percent (99%) of the issued and substance reasonably acceptable outstanding shares of Company Stock as of immediately prior to Parent;the Effective Time. (g) the The Company shall have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating certifying that the conditions specified in Sections 7.01(a6.01(a) and 7.01(b6.01(b), as they relate to the Company, have been satisfied; (ii) certified copies a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, certifying (i) the terms and effectiveness of the Organizational Documents, (ii) the valid adoption of resolutions (or a written consent) of the board of directors of the Company approving (whereby the TransactionsMerger and the transactions contemplated hereunder were unanimously approved by the board of directors) and (iii) that Stockholder Consent shall have been obtained; (iii) a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the Company; (iv) a certificate of good standing (or equivalent document) from the applicable Governmental Entity in each jurisdiction where the Company is required to be qualified to do business, all of which are dated within two (2) Business Days prior to the Closing; and (iiiv) certified copies a statement, issued pursuant to Treasury Regulation sections 1.897-2(h) and 1.1445-2(c)(3)(i) and in form and substance reasonably satisfactory to Parent, certifying that the stock of resolutions (or a written consent) for the Company Requisite Approval;is not a United States real property interest within the meaning of section 897 of the Code (it being understood that the Parties intend that such statement be considered to be voluntarily provided by the Company in response to a request from Parent pursuant to Treasury Regulation section 1.1445-2(c)(3)(i)). (h) the transactions summarized in Neither the Company Unit Transfer Plan, attached hereto as Exhibit A, nor [***] shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of revoked or terminated the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from [***] License Agreement or the Closing Date; and[***] License Amendment. (i) the Parent Common Shares to be issued in the Merger No Company Material Adverse Effect shall have been approved for listing on occurred since the NYSE, subject to official notice date of issuance;this Agreement and be continuing. (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) Parent shall have provided to Parent a certification that satisfies received the requirements of (A) Section 1446(f)(2) Consideration Spreadsheet, certified as complete and correct by the chief executive officer of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) Company as of the Code under Section 6 of Notice 2018-29 or any successor guidance; andClosing Date. (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(aThe Key Stockholder shall not have revoked the Services Agreement and/or Non-Competition Agreement. (l) Parent shall have provided been furnished evidence satisfactory to it that the Investor Rights Agreement shall have been terminated in full. (m) Parent a fully completed and accurate Investor Questionnaireshall have been furnished evidence satisfactory to it that the D&O Policy has been purchased. (n) There shall be no action, suit, claim, order, injunction or proceeding of any nature pending, or overtly threatened, against Parent or the Company, its properties or any of its officers, directors or Subsidiaries (i) by any Person arising out of, or in any way connected with, the Merger or the other transactions contemplated by the terms of this Agreement or (ii) by any Governmental Entity arising out of, or in any way connected with, the Merger or the other transactions contemplated by the terms of this Agreement. If the Closing occurs, all Closing conditions set forth in this Section 7.01 6.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations obligation of Parent and Merger Sub to consummate the Transactions are transactions contemplated by this Agreement is subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) each of the representations and warranties of the Company contained in Article 3 that is (i) qualified as to or by Material Adverse Effect shall be true and correct in all respects as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)) and (ii) not qualified as to or by Material Adverse Effect shall be true and correct as of the Closing Date (without giving effect to any “material,” “materiality” or similar phrases) as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except where any failure of any such representation and warranty referred to in this clause (ii) to be true and correct has not had or will not have a Material Adverse Effect; provided, however, that the representations and warranties of the Company contained in the Company Fundamental Representations shall be true and correct in all respects at and as of the Closing Date as though if made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only anew as of such date) and (ii) all other representations and warranties of the Company contained in Article III of this Agreement shall be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Material Adverse Effect; (b) the Company shall have performed and complied with in all material respects all of the covenants and agreements under this Agreement that are required to be performed by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement; (d) no judgmentsince December 31, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions2011, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been or occurred any Material Adverse Effect; (fd) holders of no more than five percent (5.0%) of the aggregate outstanding Company Common Stock and Company Preferred Stock (calculated on an as-converted to Company Common Stock basis) as of the Effective Time will have elected to exercise (and will not have withdrawn) dissenters’, appraisal or similar rights under Delaware law with respect to such shares; (e) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the Company shall will have delivered to Parent each of the following: (i) a certificate of an the Company executed by a duly authorized officer of the Company in his or her capacity as suchthereof, dated as of the Closing Date, stating that the conditions preconditions specified in Sections 7.01(asubsections (a) and 7.01(b), (b) above as they relate to the Company, Company have been satisfied; (ii) a copy of the Escrow Agreement, duly executed by the Representative; (iii) payoff letters in a form reasonably satisfactory to Parent, with respect to the payoff amounts of the Indebtedness identified on the Indebtedness Pay-Off Schedule (the “Pay-Off Letters”); (iv) a certificate conforming to the requirements of Treasury Regulations Section 1.1445-2(c)(3); (v) certified copies of the resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement, the Merger and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (or vi) (A) a written consentcertified copy of the certificate of incorporation of the Company and (B) a certificate of good standing from the Secretary of State of the State of Delaware dated within five (5) Business Days of the Closing Date; (vii) the resignations, effective as of the Closing, from the board of directors of the Company approving of each director so designated in writing by Parent not less than ten days prior to the TransactionsClosing; (viii) either (A) the consents listed on Schedule 2.02(e)(viii) in form and substance reasonably satisfactory to Parent or (B) an affirmative notice that the Company shall have elected to fund the Additional Escrow Amount as set forth in Section 5.11; (ix) Lock-Up Agreements in the form attached hereto as Exhibit E, executed by each of the individuals listed on Schedule 2.02(e)(ix); (x) evidence reasonably satisfactory to Parent that each of the Fourth Amended and Restated Stockholders Agreement between the Company and the holders of Company Stock dated January 28, 2011 and the Third Amended and Restated Registration Rights Agreement has been terminated; (xi) evidence reasonably satisfactory to Parent of the termination of the Patent License Agreement, dated July 7, 2004, by and between the Company and Helix Designs, Inc.; (xii) an updated Distribution Schedule, including any update to show the actual number of Parent Shares to be issued under Section 1.04 based on the actual Parent Trading Price; (xiii) an Amendment to Employment Agreement or a Non-Compete Agreement from (A) each applicable individual listed on Schedule 2.02(e)(xiii)(A) and (B) at least four of the applicable individuals listed on Schedule 2.02(e)(xiii)(B), in each case, (1) in substantially the form of such agreement for such individual as listed on Schedule 2.02(e)(xiii)(A) or (B) (or in such other forms as are reasonably agreed to among the Company, Parent and the applicable individual thereto) and (2) executed by such individual; and (iiixiv) certified copies of resolutions (an electronic copy, on one or a written consent) for more DVDs or other electronic storage devices, containing the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Plantrue, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx correct and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 complete contents of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger SubDataroom.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) (i) the Company Fundamental Representations shall be true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other All representations and warranties of the Company contained in Article III ARTICLE II of this Agreement shall will be true and correct (without giving effect to any limitation as to "“materiality" ” or "“Company Material Adverse Effect" ” set forth therein, other than (x) with respect to Section 3.07 and other than 2.08(a), (y) to the extent that such "“materiality" ” or "“Company Material Adverse Effect" ” qualifier defines the scope of items or matters TABLE OF CONTENTS​ disclosed in the Disclosure Schedules, or (z) to the extent that the term “material” or a variation thereof is used in any defined terms or the definitions of any defined terms hereunder) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (iia), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "“materiality" ” or "“Company Material Adverse Effect" ” set forth therein, therein (other than with respect to Section 3.07 2.08(a) and other than to the extent that such "“materiality" ” or "“Company Material Adverse Effect" ” qualifier defines the scope of items or matters disclosed in the Disclosure Schedules)) has not had had, and would not have, a Material Adverse Effect; (b) the The Company shall will have performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions shall There will not have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following a Material Adverse Effect since the date of this Agreementhereof; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the The Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the Company shall will have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company Company, solely in his or her capacity as suchsuch and not in his or her personal capacity, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(aSection 7.02(a) and 7.01(bSection 7.02(b), as they relate to the Company, have been satisfied;; and (ii) certified copies of resolutions (or a written consent) resignations, in forms satisfactory to Parent, dated as of the board Closing Date and effective as of the Closing, executed by (A) all officers of the Company and (B) all persons serving as directors of the Company approving immediately prior to the Transactions; andClosing. (iiie) certified copies Parent shall have received a fully executed Lock-Up Agreement from Sponsor as of resolutions immediately prior to the Effective Time; (or f) The Company will have consummated the Extension, which shall be in full force and effect immediately prior to the Effective Time; (g) Parent shall have received a written consent) for duly executed forfeiture notice in a form reasonably acceptable to Parent evidencing the Company Requisite ApprovalWorking Capital Loan Forfeiture; (h) the transactions summarized in the The Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummatedat least $11,750,000 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant no less than $14,600,000 in immediately available funds immediately prior to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing DateEffective Time; and (i) There shall not be pending any Legal Proceeding by a Governmental Entity (i) seeking to enjoin, restrain or prohibit the Parent Common Shares to be issued in consummation of the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance applicable Antitrust Laws, or (Bii) seeking to impose any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor QuestionnaireRegulatory Restraint. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which 7.02 that have not been fully satisfied as of the Closing shall will be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction fulfillment, on or prior to the Closing Date, of each of the following conditions (or, if any or all of which may be waived by Parent in whole or in part to the extent permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date:): (a) (i) the Company Fundamental Representations shall be true and correct in all material respects at as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III IV of this Agreement shall be true and correct (without giving effect to any limitation as to "“materiality" ” or "“Material Adverse Effect" ” set forth therein, other than with respect to Section 3.07 4.7(b) and other than to the extent that such "“materiality" ” or "“Material Adverse Effect" ” qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules Schedules) but without giving effect to any limitation as to "“materiality" ” or "“Material Adverse Effect" ” set forth therein, therein (other than with respect to Section 3.07 4.7(b) and other than to the extent that such "“materiality" ” or "“Material Adverse Effect" ” qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had had, and would not reasonably be expected to have, a Material Adverse Effect; (b) the Company shall have performed and complied with in all material respects with all of the covenants covenants, obligations and agreements required by this Agreement to be performed or complied with by it under this Agreement at on or prior to the ClosingClosing Date; (c) there shall not have occurred any event since the Latest Balance Sheet Date up to the Closing Date, and no circumstance shall exist as of the Closing Date, that individually or in the aggregate has or would reasonably be expected to result in a Material Adverse Effect; (d) the Company shall have delivered to Parent an Officer’s Certificate of the Company dated as of the Closing Date certifying that the conditions set forth in Section 7.1(a), Section 7.1(b) and Section 7.1(c) have been met; (e) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative vote (by meeting or by written consent of at least 97% consent) of the Securityholders holders of the requisite number of the Company’s Voting Common Shares in accordance with the CBCA DGCL and the Company Organizational Documents Stockholders Agreement (the "Company Requisite Approval"“Stockholder Consent”) at or prior to the tenth (10th) Business Day following the date of this Agreement; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any expiration of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse EffectStockholder Consent Period; (f) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the Company shall have received or obtained consummation of the Third Party Consents in a form and substance reasonably acceptable to ParentMerger; (g) the Company waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company in his expired or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(a) and 7.01(b), as they relate to the Company, have otherwise been satisfied; (ii) certified copies of resolutions (or a written consent) of the board of directors of the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approvalterminated; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, approvals or prior written non-disapprovals from Governmental Bodies listed on Schedule 7.1(h) shall have been consummatedobtained and be in full force and effect, including that Xxxxx X. Xxxxxxxxx and his spousein each case, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 without the imposition of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; andany Burdensome Condition; (i) the Parent Common Shares Company shall have made, or caused to have been made, the applicable deliveries contemplated by Section 3.2 to be issued in delivered by the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance;Company; and (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) the Escrow Agreement shall have provided to Parent a certification that satisfies been executed and delivered by Representative and the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor QuestionnaireEscrow Agent. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which 7.1 that have not been fully satisfied as of the Closing shall be deemed to have been waived for purposes of the Closing by Parent and Merger Sub. Parent and Merger Sub may not rely on the failure of any condition set forth in this Section 7.1 if such failure was primarily caused by Parent’s or Merger Sub’s material breach of any provision of this Agreement.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, or waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing DateClosing: (a) (i) the Company The Fundamental Representations shall set forth in Article IV will be true and correct in all material respects at and as of the Closing Date as though then made at and as of though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties (except to the extent such representations and warranties expressly made address matters as of an earlier a particular date, in which case only such representations and warranties shall have been so true and correct as of such specified date), in each case of this clause (i), other than with respect to the representations and warranties in Section 4.03(a) or Section 4.04, taking into account any disclosure updates made by the Company to Parent after the date hereof in accordance with Section 6.06, and (ii) all other representations and warranties of the Company contained set forth in Article III of this Agreement shall IV will be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though then made at and as of though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties (except to the extent for those representations and warranties that expressly made address matters as of an earlier a particular date, in which case only such representations and warranties shall have been true and correct as of such specified date), except, in the case of this clause (ii), except where the failure of such representations and warranties referenced in this clause (ii) to be so true and correct (giving effect to the applicable exceptions set forth would not, individually or in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth thereinaggregate, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had have a Material Adverse EffectEffect and in each case of this clause (ii) taking into account any disclosure updates made by the Company to Parent after the date hereof in accordance with Section 6.06; (b) the The Company shall have has performed and or complied with with, in all material respects all of respects, the covenants and agreements required to be performed or complied with by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following Since the date of this Agreement, no Material Adverse Effect shall have occurred; (d) no judgment, decree The waiting period or order from any Governmental Entity shall required approval applicable to the transactions contemplated by this Agreement under the HSR Act will have expired (or early termination will have been granted) or been received; (e) No Order has been entered which and not withdrawn, no Law has been enacted and no Legal Proceeding is pending, which, in each case, would prevent the performance of this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, declare unlawful the Transactions transactions contemplated by this Agreement or cause such Transactions transactions to be rescinded; (ef) since On or prior to the first (1st) Business Day after the date of this Agreement there shall not Agreement, holders of Company Shares sufficient to deliver the Requisite Stockholder Approval will have executed and delivered a written consent in favor of the Merger, a copy of which will have been any Material Adverse Effect; (f) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable provided to Parent; (g) The consents set forth on Schedule 3.01(g) shall have been obtained and shall remain in effect; (h) The Company (or the Representative) will have delivered to Parent a certificate in a form reasonably acceptable to Parent prepared in accordance with Section 1.1445-2 of the Treasury Regulations certifying such facts as to establish that the Merger is exempt from withholding pursuant to Section 1445 of the Code; (i) The directors and officers of the Company shall will have executed resignations from such positions in a form customary for a transaction of similar size and nature, to be effective as of the Closing, and the Company will have delivered the same to Parent; and (j) The Company (or the Representative) will have delivered to Parent each of the following: (i) a certificate of an a duly authorized officer of the Company in his or her capacity as suchCompany, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(asubsections (a), (b) and 7.01(b)(c) above, as they relate to the Company, have been satisfied;; and (ii) certified copies of the resolutions (or a written consent) of duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnairethis Agreement. If the Closing occurs, all Closing closing conditions set forth in this Section 7.01 3.01 which have not been fully satisfied as of the Closing shall will be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) (i) the Company Fundamental Representations shall be true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III of this Agreement shall be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Material Adverse Effect; (b) the Company shall have performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the unanimous affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth third (10th3rd) Business Day following the date of this Agreement; (d) the SecurCare Merger and all transactions contemplated thereunder shall have been consummated; (e) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions transactions to be rescinded; (ef) since the date of this Agreement there shall not have been any Material Adverse Effect; (fg) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (gh) the Company shall have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(a) and 7.01(b), as they relate to the Company, have been satisfied; (ii) certified copies of resolutions (or a written consent) of the board of directors of the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations obligation of Parent and Merger Sub to consummate the Transactions are transactions contemplated by this Agreement is subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) each of the representations and warranties of Company contained in Article 3 that is (i) the Company Fundamental Representations qualified as, to, or by Material Adverse Effect shall be true and correct in all respects at and as of the Closing Date as though if made at anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)) and (ii) not qualified as to or by Material Adverse Effect shall be true and correct as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III of this Agreement shall be true and correct (without giving effect to any limitation “material,” “materiality” or similar phrases) as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and if made anew as of the Closing Date as though made at and as of the Closing Date such date (except to the extent any such representation and warranty expressly made as of relates to an earlier date, date (in which case only as of such earlier date)), except, except where any failure of any such representation and warranty referred to in the case of this clause (ii), where the failure of such representations and warranties ) to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had or will not have a Material Adverse Effect; (b) the Company shall have performed and complied with in all material respects all of the covenants and agreements under this Agreement that are required to be performed by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following from the date of this Agreement; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been occurred any Material Adverse Effect; (d) holders of no more than six percent (6.0%) of the aggregate outstanding Company Common Stock and Company Preferred Stock (calculated on an as-converted to Company Common Stock basis) as of the Effective Time will have elected to exercise (and will not have withdrawn) dissenters’, appraisal or similar rights under Delaware law with respect to such shares; (e) each Employment Agreement shall continue to be in full force and effect; (f) with respect to any payment of cash, stock or otherwise that constitutes a “parachute payment” pursuant to Section 280G of the Company Code, the Stockholders shall have received (i) approved pursuant to a method provided for in the regulations promulgated under Section 280G of the Code any such “parachute payments” or obtained the Third Party Consents (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “parachute payments” shall not be made or provided for in a form and substance reasonably acceptable to Parentany manner; (g) the aggregate of the non-Accredited Stockholders’ Proportionate Share of the Closing Merger Consideration shall not exceed the sum of: the Excess Closing Amount, plus the amount of any Stockholder Transaction Expenses for which the Firm and the Company’s Investment Banker agree with Parent to accept Parent Shares in lieu of cash (with such Parent Shares being valued at the Parent Trading Price at Signing); and (h) Company shall will have delivered to Parent each of the following: (i) a certificate of an Company executed by a duly authorized officer of the Company in his or her capacity as suchthereof, dated as of the Closing Date, stating that the conditions preconditions specified in Sections 7.01(asubsections (a) and 7.01(b), (b) above as they relate to the Company, Company have been satisfied; (ii) a copy of the Escrow Agreement, duly executed by the Representative; (iii) a copy of the Paying Agent Agreement duly executed by the Representative; (iv) payoff letters in a form reasonably satisfactory to Parent, with respect to the payoff amounts of the Indebtedness identified on the Indebtedness Pay-Off Schedule (the “Pay-Off Letters”); (v) a certificate conforming to the requirements of Treasury Regulations Section 1.1445-2(c)(3); (vi) certified copies of the resolutions duly adopted by the Company Board authorizing the execution, delivery and performance of this Agreement, the Merger and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (or vii) (A) a written consentcertified copy of the Company Charter and (B) a certificate of good standing from the Secretary of State of the State of Delaware dated within five (5) Business Days of the Closing Date; (viii) the resignations, effective as of the Closing, from the board of directors of Company of each director so designated in writing by Parent not less than ten (10) days prior to the Company approving Closing; (ix) the Transactionsconsents listed on Section 2.2(g)(viii) of the Disclosure Schedules in form and substance reasonably satisfactory to Parent; (x) an updated Distribution Schedule, including any update to show the actual number of Parent Shares to be issued under Section 1.4 based on the actual Parent Trading Price at Signing; and (iiixi) certified copies of resolutions (an electronic copy, on one or a written consent) for more DVDs or other electronic storage devices, containing the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Plantrue, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx correct and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 complete contents of the limited liability company agreement of SecurCare American PortfolioDataroom, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Subdelivered promptly after the Closing.

Conditions to Parent’s and Merger Sub’s Obligations. to Effect the Merger. The obligations obligation of each of Parent and Merger Sub to consummate effect -------------------- the Transactions are Merger is subject to satisfaction or waiver (to the satisfaction (or, if extent permitted by applicable Law, waiver by Parent and Merger Sub in writinglaw) at or prior to the Effective Time of each of the following conditions as of the Closing Dateconditions: (a) (i) the Company Fundamental Representations shall be true and correct in all respects at and as Each of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company set forth in this Agreement, disregarding all qualifications and exceptions contained in Article III of this Agreement therein relating to materiality, shall be true and correct both as of the date of this Agreement and as of the Effective Time, as if made at and as of such time (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than except to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at representations and warranties speak as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier another date, in which case only such representations and warranties shall be true and correct as of such other date), except, in the case of this clause (ii), except where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth would not, individually or in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "aggregate, have a Company Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Material Adverse Effect;. (b) the The Company shall have performed and complied with in all material respects all of the covenants and agreements obligations required to be performed by it under this Agreement at or prior to the Closing;Effective Time under this Agreement. (c) Parent shall have received a certificate, dated as of the Effective Time, signed by the chief executive officer or chief financial officer of the Company, to the effect that the conditions set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(i) have been satisfied. (d) There shall not be pending any action or proceeding by any Governmental Entity that has reasonable likelihood of success seeking (x) to make illegal or to prohibit the consummation of the Merger, (y) to restrain or prohibit Parent's (including its affiliates') ownership or operation of all or any material portion of the business or assets of the Surviving Corporation or the Company, or to compel Parent or any of its affiliates to dispose of or hold separate all or any material portion of the business or assets of the Surviving Corporation or the Company or (z) to impose or confirm material limitations on the ability of Parent or any of its affiliates to effectively control the business or operations of the Surviving Corporation or the Company, and no court, arbitrator or Governmental Entity shall have issued any judgment, order, decree or injunction, and there shall not be any statute, rule or regulation, that is likely, directly or indirectly, to result in any of the consequences referred to in the preceding clauses (x) through (z); provided, however, that Parent and the Company shall use their reasonable efforts to have any such judgment, order, decree or injunction vacated. (e) The Shareholder's Agreement shall be in full force and effect and the Shareholder shall be in compliance with the terms thereof. (f) The employment agreement between Xxxxxxx X. Xxxx and Parent, executed and delivered on the date hereof, shall be in full force and effect, with effect as of the Effective Time; Xx. Xxxx shall be serving as the Company's chief executive officer; and Xx. Xxxx shall not be subject to any disability or other condition that would materially impair the fulfillment of his responsibilities as chief executive officer of the Surviving Corporation in a manner and to an extent consistent with the performance of his duties as chief executive officer of the Company prior to the date of this Agreement and after December 31, 2000. (g) Each of the employment agreements listed in Section 8.3(g) of the Company Disclosure Schedule, as amended on the date hereof, shall be in full force and effect. (h) The Company shall have provided (or caused to be provided) to Parent a duly executed certificate, in form and substance reasonably satisfactory to Parent, to the effect that Parent is not required to withhold from any of the Merger Consideration under section 1445 of the Code (a "FIRPTA Certificate"). Notwithstanding any provision of this Agreement to the ------------------ contrary, if Parent does not receive a FIRPTA Certificate prior to the Closing, Parent may waive the condition set forth in this Section 8.3(h) and withhold from the Merger Consideration in accordance with the requirements of section 1445 of the Code. (i) All material authorizations, consents and approvals required to be made or obtained prior to the Effective Time by each party hereto from any Governmental Entity or other Person in connection with the execution and delivery of this Agreement and the consummation of the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents made or obtained. (the "Company Requisite Approval"j) prior to the tenth (10th) Business Day following Since the date of this Agreement; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been occurred any change, event, occurrence, development or circumstance which, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect; (f) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the Company shall have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(a) and 7.01(b), as they relate to the Company, have been satisfied; (ii) certified copies of resolutions (or a written consent) of the board of directors of the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations obligation of Parent and the Merger Sub Subs to consummate the Contemplated Transactions are is subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a1) (i) the Company Fundamental Representations shall be true and correct in all respects at and as Each of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III (other than the representations and warranties contained in Section 3.01 (Organization, Corporate Power), Section 3.02 (Authorization, Xxxxx and Binding Agreement) and Section 3.03 (Capitalization)) that is (i) qualified as to or by a Company Material Adverse Effect shall be true and correct in all respects as of the Closing Date as if made as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)) and (ii) not qualified as to or by a Company Material Adverse Effect shall be true and correct as of the Closing Date (without giving effect to any “material,” “materiality” or similar phrases) as if made as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except where any failure of any such representation and warranty referred to in this Agreement clause (ii) to be true and correct has not had or would not reasonably be expected to have a Company Material Adverse Effect, and (2) (A) the representations and warranties contained in Section 3.01 (Organization, Corporate Power) and Section 3.02 (Authorization, Valid and Binding Agreement) shall be true and correct (without giving effect to any limitation as to "materiality" or "“Company Material Adverse Effect" set forth therein”, other than with respect to Section 3.07 and other than “material”, “materiality” or similar phrases) in all material respects as of the Closing Date, as if made as of such date (except to the extent that any such "materiality" or "Material Adverse Effect" qualifier defines representation and warranty expressly relates to an earlier date (in which case as of such earlier date)) and (B) the scope representations and warranties contained in Section 3.03) (Capitalization) shall be true and correct in all respects except for de minimis inaccuracies relative to the total fully-diluted equity capitalization of items or matters disclosed in the Disclosure Schedules) at and Company as of the Closing Date (and, solely in respect of the representations and warranties contained in clauses (a) and (b) or the second and third sentences of clause (c) of Section 3.03 (Capitalization), except for failures to be so true and correct resulting from actions expressly permitted under this Agreement or otherwise consented to by Parent) as though if made at and as of on the Closing Date (except to the extent any such representation and warranty expressly made as of relates to an earlier date, date (in which case only as of such earlier date), except, ); (b) The Company shall be in compliance in all material respects with all of the case covenants and agreements under this Agreement that are required to be performed by it at or prior to the Closing Date; (c) Since the date of this clause (ii)Agreement, where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to there shall not have been or occurred any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Company Material Adverse Effect; (b) the Company shall have performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the The Company shall have delivered to Parent each of the following: (i) a certificate of an the Company executed by a duly authorized officer of the Company in his or her capacity as suchthereof, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(aSection 7.02(a), Section 7.02(b) and 7.01(b), as they relate to the Company, Section 7.02(c) have been satisfied; (iie) certified copies The Company shall have delivered to Parent (i) a properly executed certificate of resolutions (or the Company certifying that the Company is not, and has not been, a written consent“United States real property holding corporation” within the meaning of Section 897 of the Code, during the applicable period specified in Section 897(c)(1)(a)(ii) of the board of directors of the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer PlanCode, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement which complies with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) 1445 of the Code and Section 6.01 the Treasury Regulations promulgated thereunder and (ii) evidence that notice of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have such certificate has been provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth IRS in this accordance with the requirements of Treasury Regulation Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Sub1.897-2(h)(2).

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, or waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date:Closing. (a) (i) the Company Fundamental Representations (disregarding all materiality and Material Adverse Effect qualifications contained therein) will be true and correct in all material respects as of the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement through such Company Fundamental Representations (other than such Company Fundamental Representations that address matters as of particular dates, which shall be true and correct in all material respects at as of such dates) and (ii) (A) the other representations and warranties set forth in Article IV (other than those representations and warranties that address matters as of particular dates) (disregarding all materiality and Material Adverse Effect qualifications contained therein) will be true and correct as of the Closing Date as though then made at and as of though the Closing Date (except to was substituted for the extent expressly made as date of an earlier datethis Agreement throughout such representations and warranties, in which case only as of such date) and (iiB) all other the representations and warranties of the Company contained set forth in Article III IV that address matters as of this Agreement shall particular dates (disregarding all materiality and Material Adverse Effect qualifications contained therein) will be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), dates except where the failure of such representations and warranties referenced in the immediately preceding clauses (A) and (B) to be so true and correct (giving effect to the applicable exceptions set forth would not, individually or in the Disclosure Schedules but without giving effect aggregate, reasonably be expected to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had have a Material Adverse Effect; (b) the The Company shall have has performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) The waiting period or required approval applicable to the Merger and transactions contemplated by this Agreement under the Transactions shall HSR Act will have expired (or early termination will have been approved and this Agreement shall have granted) or been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreementreceived; (d) no judgment, decree or order from any Governmental Entity shall have No Order has been entered and not withdrawn which would prevent the performance of this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, declare unlawful in any material respect the Transactions transactions contemplated by this Agreement or cause such Transactions transactions to be rescinded; (e) since the date of this Agreement there The Requisite Shareholder Approval shall not have been any Material Adverse Effectobtained and be in full force and effect; (f) Since the Company date of this Agreement, no Material Adverse Effect shall have received occurred or obtained the Third Party Consents in a form and substance reasonably acceptable to Parentarisen; (g) The Company (or the Company shall Representative) will have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company in his or her capacity as suchCompany, executed and delivered by Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxx and Xxxxxx Xxxxxx, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(aSection 3.01(a) and 7.01(b)Section 3.01(b) above, as they relate to the Company, have been satisfied; (ii) certified copies an affidavit from the Company, under penalties of resolutions (or perjury, stating that the Company is not a written consent) United States real property holding corporation, dated as of the board of directors of Closing Date and in the Company approving the Transactions; andform attached hereto as Exhibit I; (iii) certified copies of the resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement; (or iv) a written consentresignation, effective as of the Closing Date, from each individual set forth on Schedule 3.01(g)(iv), in form and substance reasonably satisfactory to Parent; (v) for a certificate of good standing of the Company, issued within 10 days of the Closing Date by the Secretary of State of the State of Delaware; and (vi) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Parent, certifying as to (A) the certificate of incorporation and the bylaws of the Company Requisite Approval;(the “Company Organizational Documents”), including any amendments thereto and (B) the Stockholder Consent. (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, The Escrow Agreement shall have been consummated, including that Xxxxx X. Xxxxxxxxx duly executed and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of delivered by the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing DateRepresentative; and (i) the Parent Common Shares to be issued in the Merger The Paying Agent Agreement shall have been approved for listing on duly executed and delivered by the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor QuestionnaireRepresentative. If the Closing occurs, all Closing closing conditions set forth in this Section 7.01 3.01 which have not been fully satisfied as of the Closing shall will be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub Subs to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub Subs in writing) of the following conditions as of the Closing Date: (a) (i) All of the Company Fundamental Representations representations and warranties of the Companies set forth in this Agreement and in any certificate delivered by the Companies, shall be true and correct in all respects at on and as of the date of this Agreement and on and as of the Closing Date as though if made at on the Closing Date, except for (i) those representations and warranties that address matters only as of the Closing Date a particular date (except to the extent expressly made as of an earlier date, in which case only representations and warranties shall have been accurate as of such date) ), and (ii) all other representations and warranties of the Company contained in Article III of this Agreement shall any failures to be true and correct that (without giving effect to any limitation qualifications or limitations as to "materiality" materiality or "Material Adverse Effect" set forth therein), other than with respect to Section 3.07 and other than to the extent that such "materiality" individually or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier dateaggregate, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has have not had and would not reasonably be expected to have a Material Adverse Effect;Effect on, or with respect to, the Companies. (b) the Each Company shall will have performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions shall There will not have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following a Material Adverse Effect since the date of this Agreementhereof; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the Each Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the Company shall will have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company such Company, solely in his or her capacity as suchsuch and not in his or her personal capacity, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(aSection 8.01(a) and 7.01(bSection 8.01(b), as they relate to the such Company, have been satisfied; (ii) certified copies a certificate signed by the chief executive officer of resolutions (or a written consent) such Company, solely in his capacity as such and not in his personal capacity, setting forth all Company Transaction Expenses along with final invoices from service providers to such Company in respect of the board of directors of Mergers and all transactions in connection therewith stating that the amount set forth in such invoice represents payment in full for all such services provided by the service provider to such Company approving for services performed through the Transactions; andClosing Date; (iii) a good standing certificate (or similar documents applicable for such jurisdictions) for each Company certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Entity of the jurisdiction of organization of such Company; (iv) the Written Stockholder Consent specified in Section 5.07; (v) certified copies of resolutions (or a written consent) for duly adopted by such Company’s board of directors authorizing the Company Requisite Approvalexecution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (he) the transactions summarized in net proceeds from the Company Unit Transfer PlanPIPE Investment or other investment or financing shall be sufficient that, attached hereto as Exhibit Aafter giving effect of the Mergers, the Offer and the receipt of such net proceeds, Parent, with its reasonable efforts, will satisfy any requirements or comments from Nasdaq with regards to financial positions of Parent immediately following the Mergers; (f) Parent shall have been consummated, including received a fully executed Lock-Up Agreement from each Company Stockholder as of immediately prior to the Effective Time that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 hold more than 5% of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in and outstanding immediately following the Merger shall have been approved for listing on the NYSEClosing, subject to official notice of issuanceother than any Dissenting Stockholder; (jg) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) Parent shall have provided received a fully executed Escrow Agreement from the Stockholder Representative, as of immediately prior to the Effective Time; (h) Parent a certification that satisfies shall have received Non-Disclosure and Restrictive Covenant Agreements from each of the requirements of (A) Section 1446(f)(2Persons set forth on Schedule 8.01(h) of the Code Company Disclosure Letter in favor of and Section 6.01 for the benefit of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) Parent, each Company and each of the Code under Section 6 of Notice 2018other covered parties in substantially the form attached as Exhibit G hereto (each, a “Non-29 or any successor guidanceDisclosure and Restrictive Covenant Agreement”), duly executed by each such Person and the Company; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which 8.01 that have not been fully satisfied as of the Closing shall will be deemed to have been waived by Parent and Merger SubSubs.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub the Buying Parties to consummate the Transactions transactions contemplated by this Agreement are further subject to the satisfaction (or, if permitted by applicable Law, or waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) (i) the Company Fundamental Representations shall be true and correct in all respects at and as each of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III of this Agreement shall 3 that is (i) qualified as to or by Material Adverse Effect will be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though if made at anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)) and (ii) not qualified as to or by Material Adverse Effect will be true and correct as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly made as of relates to an earlier date, date (in which case only as of such earlier date)), except, except where any failure of any such representation and warranty referred to in the case of this clause (ii), where the failure of such representations and warranties ) to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Material Adverse Effect; (b) the Company shall will have performed and complied with in all material respects all of the covenants and agreements under this Agreement that are required to be performed by it under this Agreement them at or prior to the Closing;Closing (other than any covenant or agreement contained in Section 5.09 or otherwise relating to any [***]† Matters except for (i) the obligation to execute and deliver at Closing a power of attorney authorizing execution and delivery on behalf of the Company of the Company’s counterpart signature pages to the [***]† Patent Purchase Agreement and the [***]† Patent Instrument of Assignment following the Company’s reasonable satisfaction that the conditions described in clauses (w), (x), (y) and (z) of Section 5.09(a) have been satisfied, all on the terms and subject to the conditions specified in Section 5.09, and (ii) the obligations set forth in Section 5.09(c)); † Certain confidential information contained in this document marked with [***] has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the Company shall will have delivered to Parent each of the following: (i) a certificate of an authorized officer the Company executed by the President or Chief Executive Officer of the Company in his or her capacity as suchCompany, dated as of the Closing Date, stating that the conditions preconditions specified in Sections 7.01(asubsections (a) and 7.01(b), as they relate to the Company, (b) above have been satisfied; (ii) certified copies of resolutions (or a written consent) certificate of the Company executed by the Secretary of the Company certifying: (A) the resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement, the Merger and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (B) resolutions duly adopted by Shareholders adopting this Agreement and approving the Merger in accordance with the General Corporation Law of the State of Delaware; (C) the certificate of incorporation of the Company approving as in effect immediately prior to the TransactionsEffective Time; (D) certificate of good standing or equivalent certificate of the Company from the State of Delaware, dated within 10 days of the Closing Date; and (E) the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all other documents, instruments, certificates or agreements related thereto executed or to be executed by the Company; (iii) a FIRPTA certificate conforming to the requirements of Treasury Regulation Section 1.1445-2(c)(3); (iv) a copy of the Post-Closing Indemnity Escrow Agreement and the Transaction Expenses and Merger Consideration Escrow Agreement, in each case duly executed by the Representative; and (iiiv) certified copies The Certificate of resolutions (or a written consent) for Merger executed by the Company Requisite ApprovalCompany; (hd) the transactions summarized Company shall have delivered payoff letters from The Xxxx Firm and from the holders of Closing Date Indebtedness, if any, as described in Section 1.06 as well as documentation evidencing (in a manner reasonably acceptable to Parent) the conversion of any Indebtedness to be converted into Capital Stock as contemplated by Section 1.06(b); (e) the Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummated, including delivered to Parent documentation reasonably acceptable to the Parent to confirm that Xxxxx X. Xxxxxxxxx all Liens (other than Permitted Liens) on the Company Patents and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 other property of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, Company will not be exercisable until at and after five years from released effective upon the Closing DateClosing; and (if) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSErelease, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied effective as of the Closing Date, of pre-Closing claims against the Company contained in the resignation and release letter agreements executed on or about the date hereof, in the form previously provided to Parent or its representatives executed by each of Xxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxxxx and Xxxxx X. Xxxxx (the “Separation and Release Agreements”) shall be in full force and effect. Notwithstanding any contrary provision in this Agreement, (x) in no event will the commencement of any patent interference, reexamination, declaratory judgment action or similar proceeding instituted or threatened by any party, or of which the Company first becomes aware, on or after the date hereof, or any event, occurrence, development or circumstance directly or indirectly arising from or relating to any such proceeding, affect the obligation of the Buying Parties to consummate the transactions contemplated hereby; (y) in no event will any [***]† Matter, or any event, occurrence, development or circumstance directly or indirectly arising from or relating to any such [***]† Matter (other than a failure of the Company to comply with its obligations under Section 5.09), affect the obligation of the Buying Parties to consummate the transactions contemplated hereby and (z) at such time as the Buying Parties have made the payments contemplated by Section 1.06(a)(ii) and Section 1.06(a)(iii), the Buying Parties will be deemed to have been irrevocably waived any and all conditions to their obligation to close the transactions contemplated by Parent and Merger Subthis Agreement other than the condition specified in Section 2.01(b).

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) (i) the Company Fundamental Representations shall be true and correct in all respects at and as each of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III of this Agreement shall 3 that is (i) qualified as to or by Material Adverse Effect will be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though if made at anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)) and (ii) not qualified as to or by Material Adverse Effect will be true and correct as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly made as of relates to an earlier date, date (in which case only as of such earlier date), except, in the case of this clause (ii), except where the any failure of such representations representation and warranties warranty to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Material Adverse Effect; provided, that, notwithstanding the foregoing, the representations and warranties contained in Section 3.04 shall be true and correct in all respects (except for de minimis inaccuracies therein); (b) the Company shall will have performed and complied with in all material respects all of the covenants and agreements under this Agreement that are required to be performed by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions there shall not have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following occurred a Material Adverse Effect since the date of this Agreement;hereof; and (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the Company shall will have delivered to Parent each of the following: (i) a certificate of an the Company executed by a duly authorized officer of the Company in his or her capacity as suchthereof, dated as of the Closing Date, stating that the conditions preconditions specified in Sections 7.01(asubsections (a), (b) and 7.01(b), as they relate to the Company, (c) above have been satisfied; (ii) a certified copies of resolutions (or a written consent) copy of the resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement, the Merger and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (iii) (A) a certified copy of the certificate of incorporation of the Company approving and (B) a certificate of good standing or equivalent certificate of the TransactionsCompany from the State of Delaware, dated within 30 days of the Closing Date; (iv) a copy of the Escrow Agreement, duly executed by Representative; (v) payoff letters in a form reasonably satisfactory to Parent, with respect to the payoff amounts of the Indebtedness identified on the Indebtedness Pay-Off Schedule; (vi) a certification conforming to the requirements of Treasury Regulation Section 1.1445-2(c)(3); and (iiivii) certified copies all consents of resolutions (or a written consent) any Governmental Body that are required for the Company Requisite Approval; (h) consummation of the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx contemplated hereby and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing which are set forth on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger SubRequired Consents Schedule.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) (i) the The Company Fundamental Representations shall be true and correct in all respects (except, with respect to the representations and warranties set forth in Section 3.04(a) or 3.04(c), to the extent any inaccuracy is de minimis) at and as of the date hereof and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier a specified date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained set forth in Article III this Agreement and the representations and warranties of the Representative set forth in Section 11.01(g) of this Agreement shall be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 3.07(a)(ii) and other than to 3.10(a)) at and as of the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) date hereof and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier a specified date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, therein (other than with respect to Section 3.07 Sections 3.07(a)(ii) and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules3.10(a)) has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) the The Company shall have performed and complied with in all material respects all each of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the Company shall have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(a) and 7.01(b), as they relate to the Company, have been satisfied; (ii) certified copies of resolutions (or a written consent) of the board of directors of the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, or waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing DateClosing: (a) (ii)(A) the The Company Fundamental Representations that are qualified by a Materiality Exception will be true and correct as of the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement through such Company Fundamental Representations (other than such Company Fundamental Representations that address matters as of particular dates, which shall be true and correct in all respects at as of such dates) and (B) the Company Fundamental Representations that are not qualified by a Materiality Exception will be true and correct in all material respects as of the Closing Date as though then made at and as of though the Closing Date (except to was substituted for the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III date of this Agreement through such Company Fundamental Representations (other than such Company Fundamental Representations that address matters as of particular dates, which shall be true and correct in all material respects as of such dates), and (ii) (A) the other representations and warranties set forth in Article IV (other than those representations and warranties that address matters as of particular dates) (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 Materiality Exception) will be true and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and correct as of the Closing Date as though then made at and as of though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties, and (ii) the other representations and warranties set forth in Article IV that address matters as of particular dates (without giving effect to any Materiality Exception) will be true and correct as of such dates, in each case, except to the extent expressly made as of an earlier date, in which case only as of such date), except, in changes or developments contemplated by the case terms of this clause (ii), Agreement or caused by the transactions contemplated hereby and except where the failure of such representations and warranties referenced in the immediately preceding clause (ii) to be so true and correct (giving effect to the applicable exceptions set forth would not, individually or in the Disclosure Schedules but without giving effect aggregate, reasonably be expected to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had have a Material Adverse Effect; (b) the The Company shall have has performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) The waiting period or required approval applicable to the Merger and transactions contemplated by this Agreement under the Transactions shall HSR Act will have expired (or early termination will have been approved and this Agreement shall have granted) or been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreementreceived; (d) no judgment, decree or order from any Governmental Entity shall have No Order has been entered and not withdrawn which would prevent the performance of this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, declare unlawful in any material respect the Transactions transactions contemplated by this Agreement or cause such Transactions transactions to be rescinded; (e) since On or prior to the third (3rd) Business Day after the date of this Agreement there shall not Agreement, holders of Company Shares sufficient to deliver the Requisite Stockholder Approval will have been any Material Adverse Effectexecuted and delivered the Written Consent; (f) Since the Company shall date of this Agreement, no Material Adverse Effect will have received occurred or obtained arisen that is continuing as of the Third Party Consents in a form and substance reasonably acceptable to ParentClosing Date; (g) The Company (or the Company shall Representative) will have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company in his or her capacity as suchCompany, dated as of the Closing Date, executed and delivered by an authorized officer thereof, stating that the conditions specified in Sections 7.01(asubsections (a) and 7.01(b)(b) above, as they relate to the Company, have been satisfied; (ii) certified copies an affidavit from the Company, under penalties of resolutions perjury, stating that the Company is not a United States real property holding corporation, dated as of the Closing Date and in the form attached hereto as Exhibit E; (iii) a copy of a notice addressed to the Internal Revenue Service and signed by the Company that satisfies the requirements of the Treasury Regulation Section 1.897-2(h)(2), together with proof that the Company has mailed such notice to the Internal Revenue Service on or prior to the Closing Date; (iv) a written resignation (or a written consent) removal), effective as of the board of directors Closing Date, from each director and officer of the Company approving the Transactionsand its Subsidiaries, except for any individual set forth on Schedule 3.01(g)(iv), in form and substance reasonably satisfactory to Parent; and (iiiv) certified copies of the resolutions (or a written consent) for duly adopted by the Company Requisite ApprovalCompany's board of directors authorizing the execution, delivery and performance of this Agreement; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, The Escrow Agreement shall have been consummated, including that Xxxxx X. Xxxxxxxxx duly executed and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of delivered by the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing DateRepresentative; and (i) the Parent Common Shares to be issued in the Merger The Paying Agent Agreement shall have been approved for listing on duly executed and delivered by the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor QuestionnaireRepresentative. If the Closing occurs, all Closing closing conditions set forth in this Section 7.01 3.01 which have not been fully satisfied as of the Closing shall will be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations obligation of Parent and Merger Sub to consummate the Transactions are transactions contemplated by this Agreement is subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) each of the representations and warranties of the Company contained in Article 3 that is (i) qualified as to or by Material Adverse Effect will be true and correct as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), and (ii) not qualified as to or by Material Adverse Effect will be true and correct as of the Closing Date (without giving effect to any “material,” “materiality” or similar phrases) as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except where any failure of any such representation and warranty referred to in this clause (ii) to be true and correct has not had or will not have a Material Adverse Effect; provided, however, that the representations and warranties of the Company contained in the Company Fundamental Representations shall be true and correct in all respects at and as of the Closing Date as though if made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only anew as of such date) and (ii) date in all other representations and warranties material respects; provided, further, that the first sentence of the Company contained in Article III of this Agreement Section 3.07 shall be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though if made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only anew as of such date), except, date in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Material Adverse Effectall respects; (b) the Company shall will have performed and complied with in all material respects all of the covenants and agreements under this Agreement that are required to be performed by it under this Agreement them at or prior to the Closing; (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the Company shall will have delivered to Parent each of the following: (i) a certificate of an the Company, in a form reasonably satisfactory to Parent, executed by a duly authorized officer of the Company in his or her capacity as suchthereof, dated as of the Closing Date, stating that the conditions preconditions specified in Sections 7.01(asubsections (a) and 7.01(b), (b) above as they relate to the Company, Company have been satisfied; (ii) a duly executed notice to the IRS prepared in accordance with the requirements of Treasury Regulations Sections 1.897-2(h)(2) and 1.1445-2(c)(3) that is reasonably acceptable to the Parent and dated as of the Closing Date (the “FIRPTA Certificate”), along with written authorization for the Parent to deliver such FIRPTA Certificate to the IRS on behalf of the Company upon the Closing of the Merger; (iii) evidence of termination of the agreements set forth on the Schedule 2.02(c)(iii), which such form will include releases of the Company’s obligations thereto, in each case in a form satisfactory to Parent; (iv) payoff letters in a form reasonably satisfactory to Parent, with respect to the payoff amounts of the Indebtedness identified on the Indebtedness Pay-Off Schedule (the “Pay-Off Letters”); (v) the consents listed on Schedule 2.02(c)(v) to be identified in form and substance reasonably satisfactory to Parent; (vi) a Registration Rights Agreement, in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), from each Holder, duly executed by each such Holder; (vii) a Lock-Up Agreement, in the form attached hereto as Exhibit B, from each Holder, duly executed by each such Holder; (viii) certified copies of the resolutions (or a written consent) of duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement, the Merger and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby, and the incumbency of the Persons signing this Agreement on behalf of the Company; (ix) (A) a certified copy of the certificate of incorporation or equivalent organizational document of the Company approving and each of its Subsidiaries and (B) a certificate of good standing or equivalent certificate from the Transactionsjurisdictions in which the Company and its Subsidiaries are incorporated or formed, in each case, dated within 30 days of the Closing Date; (x) the International Agreement, duly executed by the parties thereto; (xi) the Lease Amendments, duly executed by the parties thereto; (xii) a Voting Agreement, in the form attached hereto as Exhibit F, from each Holder thereto, duly executed by each such Holder; and (xiii) the resignations, effective as of the Closing, from the boards of directors of any Subsidiaries of the Company of each director so designated in writing by Parent not less than ten days prior to the Closing and (xiv) the 280G Shareholder Vote Materials. (d) there shall be no action, suit or proceeding pending against Parent, Merger Sub or the Company or any of their respective Affiliates by any Governmental Body (i) seeking to enjoin or make illegal, delay or otherwise restrain or prohibit the consummation of, or to have rescinded, the Merger; (ii) seeking material damages in connection with the Merger; (iii) certified copies seeking to compel the Company, Parent, Merger Sub or any Subsidiary of resolutions Parent to dispose of or hold separate any material assets as a result of the Merger; or (iv) seeking to impose any criminal sanctions or a written consent) for liability on Parent, Merger Sub or the Company Requisite Approvalin connection with the Merger; (he) the transactions summarized in employees set forth on Schedule 2.02(e) shall be employed by the Company Unit Transfer Planand the Employment Agreements between any such individual and the Company, attached hereto as Exhibit Aif any, shall have been consummated, including that Xxxxx X. Xxxxxxxxx remain in full force and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent effect; (and/or a wholly-owned subsidiary thereoff) whereby each will agree that their redemption rights pursuant to Section 8.6 holders of no more than five percent (5.0%) of the limited liability company agreement aggregate outstanding Common Stock as of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, the Effective Time will have elected to exercise (and will not be exercisable until at and after five years from the Closing Datehave withdrawn) dissenters’, appraisal or similar rights under Delaware law with respect to such shares; and (g) (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) balance of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied Trust Account as of the Closing (after repurchase of Parent Shares tendered in connection with the Tender Offer), together with (ii) the aggregate net proceeds resulting from any financing conducted in connection with the transactions contemplated by this Agreement (without duplication of any amounts reflected in (i)), shall be deemed sufficient to have been waived by Parent and Merger Subpay the aggregate amount of the Cash Consideration.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) (i) the Company Fundamental Representations shall be true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other All representations and warranties of the Company contained in Article III ARTICLE II of this Agreement shall will be true and correct (without giving effect to any limitation as to "“materiality" ” or "“Company Material Adverse Effect" ” set forth therein, other than (x) with respect to Section 3.07 and other than 2.08(a), (y) to the extent that such "“materiality" ” or "“Company Material Adverse Effect" ” qualifier defines the scope of items or matters disclosed in the Disclosure Schedules, or (z) to the extent that the term “material” or a variation thereof is used in any defined terms or the definitions of any defined terms hereunder) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (iia), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "“materiality" ” or "“Company Material Adverse Effect" ” set forth therein, therein (other than with respect to Section 3.07 2.08(a) and other than to the extent that such "“materiality" ” or "“Company Material Adverse Effect" ” qualifier defines the scope of items or matters disclosed in the Disclosure Schedules)) has not had had, and would not have, a Material Adverse Effect; (b) the The Company shall will have performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions shall There will not have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following a Material Adverse Effect since the date of this Agreementhereof; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the The Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the Company shall will have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company Company, solely in his or her capacity as suchsuch and not in his or her personal capacity, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(aSection 7.02(a) and 7.01(bSection 7.02(b), as they relate to the Company, have been satisfied;; and (ii) certified copies of resolutions (or a written consent) resignations, in forms satisfactory to Parent, dated as of the board Closing Date and effective as of the Closing, executed by (A) all officers of the Company and (B) all persons serving as directors of the Company approving immediately prior to the Transactions; andClosing. (iiie) certified copies Parent shall have received a fully executed Lock-Up Agreement from Sponsor as of resolutions immediately prior to the Effective Time; (or f) The Company will have consummated the Extension, which shall be in full force and effect immediately prior to the Effective Time; (g) Parent shall have received a written consent) for duly executed forfeiture notice in a form reasonably acceptable to Parent evidencing the Company Requisite ApprovalWorking Capital Loan Forfeiture; (h) the transactions summarized in the The Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummatedat least $11,750,000 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant no less than $14,600,000 in immediately available funds immediately prior to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing DateEffective Time; and (i) There shall not be pending any Legal Proceeding by a Governmental Entity (i) seeking to enjoin, restrain or prohibit the Parent Common Shares to be issued in consummation of the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance applicable Antitrust Laws, or (Bii) seeking to impose any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor QuestionnaireRegulatory Restraint. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which 7.02 that have not been fully satisfied as of the Closing shall will be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations obligation of Parent and the Merger Sub Subs to consummate the Contemplated Transactions are is subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) (i1) the Company Fundamental Representations shall be true and correct in all respects at and as Each of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III (other than the representations and warranties contained in Section 3.01 (Organization, Corporate Power), Section 3.02 (Authorization, Xxxxx and Binding Agreement) and Section 3.03 (Capitalization)) that is (i) qualified as to or by a Company Material Adverse Effect shall be true and correct in all respects as of the Closing Date as if made as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)) and (ii) not qualified as to or by a Company Material Adverse Effect shall be true and correct as of the Closing Date (without giving effect to any “material,” “materiality” or similar phrases) as if made as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except where any failure of any such representation and warranty referred to in this Agreement clause (ii) to be true and correct has not had or would not reasonably be expected to have a Company Material Adverse Effect, and (2) (A) the representations and warranties contained in Section 3.01 (Organization, Corporate Power) and Section 3.02 (Authorization, Valid and Binding Agreement) shall be true and correct (without giving effect to any limitation as to "materiality" or "“Company Material Adverse Effect" set forth therein”, other than with respect to Section 3.07 and other than “material”, “materiality” or similar phrases) in all material respects as of the Closing Date, as if made as of such date (except to the extent that any such "materiality" or "Material Adverse Effect" qualifier defines representation and warranty expressly relates to an earlier date (in which case as of such earlier date)) and (B) the scope representations and warranties contained in Section 3.03) (Capitalization) shall be true and correct in all respects except for de minimis inaccuracies relative to the total fully-diluted equity capitalization of items or matters disclosed in the Disclosure Schedules) at and Company as of the Closing Date (and, solely in respect of the representations and warranties contained in clauses (a) and (b) or the second and third sentences of clause (c) of Section 3.03 (Capitalization), except for failures to be so true and correct resulting from actions expressly permitted under this Agreement or otherwise consented to by Parent) as though if made at and as of on the Closing Date (except to the extent any such representation and warranty expressly made as of relates to an earlier date, date (in which case only as of such earlier date), except, ); (b) The Company shall be in compliance in all material respects with all of the case covenants and agreements under this Agreement that are required to be performed by it at or prior to the Closing Date; (c) Since the date of this clause (ii)Agreement, where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to there shall not have been or occurred any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Company Material Adverse Effect; (b) the Company shall have performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the The Company shall have delivered to Parent each of the following: (i) a certificate of an the Company executed by a duly authorized officer of the Company in his or her capacity as suchthereof, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(aSection 7.02(a), Section 7.02(b) and 7.01(b), as they relate to the Company, Section 7.02(c) have been satisfied; (iie) certified copies The Company shall have delivered to Parent (i) a properly executed certificate of resolutions (or the Company certifying that the Company is not, and has not been, a written consent“United States real property holding corporation” within the meaning of Section 897 of the Code, during the applicable period specified in Section 897(c)(1)(a)(ii) of the board of directors of the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer PlanCode, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement which complies with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) 1445 of the Code and Section 6.01 the Treasury Regulations promulgated thereunder and (ii) evidence that notice of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have such certificate has been provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth IRS in this accordance with the requirements of Treasury Regulation Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Sub1.897-2(h)(2).

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writingSub) of the following conditions as of the Closing Date: (a) (i) the The Company Fundamental Representations shall be true and correct in all respects (except, with respect to the representations and warranties set forth in Section 3.04(a), to the extent any inaccuracy results in de minimis Liability to Parent or Merger Sub) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III of this Agreement shall be true and correct (without giving effect to any limitation as to "“materiality" ” or "“Company Material Adverse Effect" ” set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Company Disclosure Schedules but without giving effect to any limitation as to "“materiality" ” or "“Company Material Adverse Effect" ” set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had had, and would not have, a Company Material Adverse Effect; (b) the The Company shall have performed and complied with with, in all material respects respects, all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions Stockholder Approval shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreementobtained; (d) no judgment, decree or order from any Governmental Entity All clearances required under applicable foreign antitrust Laws shall have been entered obtained (or the waiting periods thereunder shall have expired or terminated early); (e) No Law shall be in effect and no Order shall have been entered, in each case, which would prevent the performance of this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, declare unlawful the Transactions transactions contemplated by this Agreement or cause such Transactions transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) With respect to any payments and/or benefits that Parent reasonably determines may constitute “parachute payments” under Section 280G of the Code with respect to any employees, the stockholders of the Company shall have received (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “parachute payments” or obtained the Third Party Consents (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “parachute payments” shall not be paid or provided for in a form any manner, and substance reasonably acceptable Parent and its Subsidiaries shall not have any liabilities with respect to Parentsuch “parachute payments”; (g) The maximum number (on a percentage basis) of Stockholders that have exercised or continue to have a right to exercise appraisal rights shall not exceed five percent (5.0%) of the aggregate number of outstanding shares of Company Stock outstanding as of immediately prior to the Effective Time; (h) Parent shall have received a duly executed Joinder Agreement from the Stockholders holding at least 92% of the issued and outstanding shares of Company Stock as of immediately prior to the Effective Time; (i) The Company shall have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating certifying that the conditions specified in Sections 7.01(a) and 7.01(b), as they relate to the Company, have been satisfied; (ii) certified copies a certificate of resolutions (or a written consent) of the board of directors an authorized officer of the Company approving in his or her capacity as such, dated as of the TransactionsClosing Date, certifying as to (A) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors of the Company) and (B) that the Stockholder Approval shall have been obtained; (iii) a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within five (5) Business Days prior to Closing with respect to the Company; (iv) a certificate of good standing (or equivalent document) from the applicable Governmental Entity in each jurisdiction where the Company and its Subsidiaries is qualified to do business (where such concept is recognized), all of which are dated within five (5) Business Days prior to the Closing; and (iiiv) certified copies a statement, issued pursuant to Treasury Regulation sections 1.897-2(h) and 1.1445-2(c)(3)(i) and in form and substance reasonably satisfactory to Parent, certifying that the stock of resolutions (or a written consent) for the Company Requisite Approval; is not a United States real property interest within the meaning of section 897 of the Code (h) the transactions summarized in Parties intend that such statement be considered to be voluntarily provided by the Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into in response to a lock-up agreement with request from Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of Treasury Regulation section 1.1445-2(c)(3)(i) and that such statement shall be mailed by Parent to the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and IRS after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceClosing); (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) Parent shall have provided to Parent a certification that satisfies received executed copies of the requirements of (A) third party consents set forth on Section 1446(f)(27.01(j) of the Code Company Disclosure Schedules; (k) No Company Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; (l) No Key Employee shall have revoked or expressly indicated an intent to revoke his or her Offer Letter or Non-Competition Agreement; (m) Parent shall have consummated the Financing; (n) Parent shall have received the Spreadsheet, certified as complete and correct on behalf of the Company by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date; (o) (i) The Liens set forth in Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(17.01(o)(i) of the Code under Company Disclosure Schedules shall have been released and Parent shall have received evidence of the release of such Liens, in form and substance reasonably satisfactory to Parent and (ii) Parent shall have received a payoff letter or other evidence of payment reasonable satisfactory to Parent with respect to the payment, contemporaneously with the Closing, of all Indebtedness set forth in Section 6 7.01(o)(ii) of Notice 2018the Company Disclosure Schedules; (p) Parent shall have received evidence satisfactory to it that all directors and officers of the Company’s Subsidiaries have resigned in writing in such capacities, effective as of the Closing, except as otherwise specified by Parent; (q) Parent shall have been furnished evidence satisfactory to it that all Contracts with Stockholders providing for rights of co sale, voting, registration, first refusal, board observation or information rights, including the Investor Rights Agreement, the Co-29 or any successor guidanceSale Agreement and the Voting Agreement, shall have been terminated in full; and (kr) each Securityholder receiving Allocated Consideration pursuant There shall be no action, suit, order, injunction or proceeding before any Governmental Entity pending, or overtly threatened in writing, against Parent or the Company, their respective properties or any of their respective officers, directors or Subsidiaries (i) by any Governmental Entity arising out of, or directly connected with, the Merger or the other transactions contemplated by the terms of this Agreement, or (ii) which would reasonably be expected to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor QuestionnaireCompany Material Adverse Effect. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writingSub) of the following conditions as of the Closing Date: (a) (i) the The Company Fundamental Representations shall be true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) ), subject only to de minimus exceptions and (ii) all other representations and warranties of the Company contained in Article III II of this Agreement shall be true and correct in all material respects (without giving effect to any limitation as to "“materiality" ” or "“Company Material Adverse Effect" ” set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Material Adverse Effect;. (b) the The Company shall have performed and complied with with, in all material respects respects, all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing;. (c) the Merger and the Transactions The Parent Stockholder Approval shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement;obtained. (d) no judgment, decree or order from any Governmental Entity The Company Stockholder Approval shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded;obtained. (e) since the date The maximum number (on a percentage basis) of this Agreement there Company Stockholders that have exercised or continue to have a right to exercise appraisal rights shall not have been any Material Adverse Effect; exceed two percent (2%) of the aggregate number of outstanding shares of Company Stock outstanding as of immediately prior to the Effective Time. Table of Contents (f) the Company Parent shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) duly executed Joinder Agreement from the Company Stockholders holding at least ninety-one percent (91%) of the issued and outstanding shares of Company Stock as of immediately prior to the Effective Time (and, without limiting the foregoing, Parent shall have delivered to Parent each received a duly executed Joinder Agreement from the Company Stockholders holding at least a majority of the following: (i) issued and outstanding shares of Company Common Stock as of immediately prior to the Effective Time, and Company Stockholders holding at least a certificate of an authorized officer majority of the issued and outstanding shares of Company in his or her capacity as such, dated Common Stock as of the Closing Date, stating that the conditions specified in Sections 7.01(a) applicable record date have executed and 7.01(b), as they relate to the Company, have been satisfied; (ii) certified copies of resolutions (or a written consent) of the board of directors of delivered the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger SubStockholder Written Consent).

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, or waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing DateClosing: (a) (i) Other than the Fundamental Representations of the Company, the representations and warranties of the Company Fundamental Representations contained in this Agreement and the other Transaction Documents shall be true and correct in all respects at (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of the Closing Date such date (except to the extent expressly made as of an earlier date, in which case those representations and warranties that address matters only as of such a specified date) , the accuracy of which shall be determined as of that specified date in all respects), and (ii) all other representations and warranties the Fundamental Representations of the Company contained in Article III of this Agreement shall be true and correct (without giving effect to any limitation in all respects on and as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 of the date hereof and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at on and as of the Closing Date with the same effect as though made at and as of the Closing Date such date (except to the extent expressly made as of an earlier date, in which case those representations and warranties that address matters only as of such a specified date, the accuracy of which shall be determined as of that specified date in all respects), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Material Adverse Effect; (b) the The Company shall have performed and or complied with with, in all material respects all of respects, the covenants and agreements required to be performed or complied with by it them under this Agreement at or prior to the Closing; (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following Since the date of this Agreement, no Material Adverse Effect shall have occurred; (d) no judgment, decree or order from any Governmental Entity shall have No Order has been entered which and not withdrawn, no Law has been enacted and no Legal Proceeding is pending, which, in each case, would prevent the performance of this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, declare unlawful the Transactions transactions contemplated by this Agreement or cause such Transactions transactions to be rescinded; (e) since On or prior to the first (1st) Business Day after the date of this Agreement there shall not Agreement, holders of Company Shares sufficient to deliver the Requisite Shareholder Approval will have executed and delivered a written consent in favor of the Merger, a copy of which will have been any Material Adverse Effectprovided to Parent; (f) The Company (or the Representative) will have delivered to Parent the Escrow Agreement, duly executed by the Representative; (g) The Company shall will have received or obtained the Third Party Consents delivered to Parent a certificate in a form and substance reasonably acceptable to Parent prepared in accordance with Section 1.1445-2 of the Treasury Regulations certifying such facts as to establish that the Merger is exempt from withholding pursuant to Section 1445 of the Code; (h) The directors and officers of the Company will have executed resignations from such positions, to be effective as of the Closing, and the Company will have delivered the same to Parent; (gi) The Company will have delivered to Parent sufficient documentation regarding the termination of all retirement plans subject to Code Section 401(a) that are sponsored by the Company, with the effective date of the termination prior to the Closing Date. (j) The Company shall will have delivered to Parent each of the following: (i) a certificate of an a duly authorized officer of the Company in his or her capacity as suchCompany, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(asubsections (a), (b) and 7.01(b)(c) above, as they relate to the Company, have been satisfied;satisfied (the “Company Certificate”); and (ii) certified copies of the resolutions (or a written consent) of duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement; (k) The Company will have taken all necessary action to cancel all of the outstanding Company approving Options, effective as of the TransactionsEffective Time, and will have delivered to Parent Option Surrender Forms, duly executed by each holder of a Company Option and the Company; (l) The Company will have delivered to Parent evidence that the Company Plan has been terminated; (m) The Company will have delivered to Parent evidence that the Shareholder Buy-Sell Agreement, dated as of December 30, 2010, among the Company and certain Shareholders, has been terminated; and (iiin) certified copies The Company will not have received notice from Shareholders holding more than 3% of resolutions (or a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, shall Shares that such Shareholders have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption exercised appraisal rights pursuant to under Section 8.6 1300 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor QuestionnaireCGCL. If the Closing occurs, all Closing closing conditions set forth in this Section 7.01 3.01 which have not been fully satisfied as of the Closing shall will be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate complete the Transactions Merger are subject to the satisfaction or waiver (or, if permitted by applicable Law, waiver by in the sole discretion of Parent and Merger Sub in writingSub) of each of the following conditions as of the Closing Dateprecedent: (a) (i) the representations and warranties of the Company Fundamental Representations shall set forth in Sections 3.2(a) through (c), 3.3(a) through (c), 3.3(f), 3.3(g) and 3.22 will be true and correct accurate in all respects at (except in each case for inaccuracies that are de minimis in the aggregate) as of the date of this Agreement and as of the Closing Date as though made at and as of on the Closing Date (without taking into account any disclosures of discoveries, events or occurrences arising on or after the date hereof), except that representations or warranties which expressly relate to the extent expressly made an earlier date need only have been accurate as of an that earlier date, in which case only as of such date; (b) and (ii) all other the representations and warranties of the Company contained set forth in Article III of this Agreement shall Agreement, excluding those covered by Section 6.2(a), will be true and correct accurate in all respects (determined in each case without giving effect to any limitation as to "materiality" materiality or "Company Material Adverse Effect" set forth Effect qualifications therein, other than with respect to Section 3.07 and other than to ) as of the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope date of items or matters disclosed in the Disclosure Schedules) at this Agreement and as of the Closing Date as though made at and as of on the Closing Date (except to without taking into account any disclosures of discoveries, events or occurrences arising on or after the extent expressly made as of an earlier date, in which case only as of such datedate hereof), except, in the case of this clause except (ii), where the failure of such representations i) for inaccuracies that have not had and warranties would not reasonably be expected to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "have a Company Material Adverse Effect" set forth therein, other than with respect ; and (ii) that representations or warranties which expressly refer to Section 3.07 and other than to the extent an earlier date need only have been accurate as of that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had a Material Adverse Effect; (b) the Company shall have performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closingearlier date; (c) the Merger and the Transactions shall Company will have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% performed in all material respects each of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") obligations it is required to perform at or prior to the tenth Closing Date; (10thd) Business Day following no Company Material Adverse Effect will have occurred after the date of this Agreement; (de) no judgmentParent will have received a certificate signed on the Company’s behalf by the Company’s Chief Executive Officer and Chief Financial Officer stating that each of the conditions set forth in Sections 6.2(a), decree or order from any Governmental Entity shall 6.2(b), 6.2(c) and 6.2(d) have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect;satisfied; and (f) the Company shall have received no Proceeding brought by an Authority will be pending or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the Company shall have delivered to Parent each of the following: threatened (i) a certificate seeking to prevent or delay completion of the Merger; (ii) asserting the illegality or unenforceability of the Merger or any provision of this Agreement; (iii) seeking to prohibit or impose any limitations on Parent’s or Merger Sub’s direct or indirect (whether through one ore more Subsidiaries or otherwise) ownership or operation of an authorized officer Acquired Company or any portion of an Acquired Company’s business or assets, or to compel any such Person to dispose of or hold separate any portion of the Company in his business or her capacity as such, dated as assets of the Closing Date, stating that the conditions specified in Sections 7.01(a) and 7.01(b), as they relate to the Company, have been satisfied; (ii) certified copies of resolutions (or a written consent) of the board of directors of the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance of their respective Subsidiaries; (iv) seeking to limit the right of Parent, Merger Sub or any of their Affiliates to acquire or hold, or exercise full rights of ownership of, any Company Common Stock; (v) seeking to prohibit Parent or any of its Affiliates from effectively controlling the business or operations of an Acquired Company; or (Bvi) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of the Closing shall otherwise would reasonably be deemed expected to have been waived by Parent and Merger Suba Company Material Adverse Effect.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) (i) the The Company Fundamental Representations shall be true and correct in all respects (except, with respect to the representations and warranties set forth in Section 3.04(a) or 3.04(c), to the extent any inaccuracy is de minimis) at and as of date hereof and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier a specified date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained set forth in Article III this Agreement and the representations and warranties of the Representative set forth in Section 11.01(f) of this Agreement shall be true and correct (without giving effect to any limitation as to "“materiality" ” or "“Material Adverse Effect" ” set forth therein, other than with respect to Section 3.07 3.07(c) and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope 3.10(a)) at and as of items or matters disclosed in the Disclosure Schedules) date hereof and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier a specified date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "“materiality" ” or "“Material Adverse Effect" ” set forth therein, therein (other than with respect to Section 3.07 Sections 3.07(c) and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules3.10(a)) has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) the The Company shall have performed and complied with in all material respects all each of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) the The Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the requisite affirmative written consent of at least 97% vote of the Securityholders Preferred Shareholders and the shareholders of the Company in accordance with the CBCA DGCL and the Company Organizational Documents (the "Company Requisite “Shareholder Approval") prior to the tenth (10th) Business Day following the date of this Agreement”); (d) no The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (e) No judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, declare unlawful the Transactions transactions contemplated by this Agreement or cause such Transactions transactions to be rescinded; (ef) since the date of this Agreement there There shall not have been any a Material Adverse Effect; (f) Effect since the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parentdate hereof; (g) the Company shall have delivered to Parent each No more than five percent (5)% of the following: (i) a certificate outstanding shares of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(a) and 7.01(b), as they relate to the Company, have been satisfied; (ii) certified copies of resolutions (or a written consent) of the board of directors of the Company approving the TransactionsStock shall be Dissenting Shares; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (h) The consent of the counterparties to the agreements set forth on Schedule 8.01(h) with respect to the consummation of the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, contemplated by this Agreement shall have been consummatedobtained without any material conditions, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 caveats or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Subqualifications.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) (i) the Company Fundamental Representations shall will be true and correct in all respects (except, with respect to the representations and warranties set forth in the second sentence of Section 3.04(a), to the extent de minimis or except to the extent set forth on the Closing Certificate and included in the determinations of Per Share Closing Merger Consideration) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III of this Agreement shall will be true and correct (without giving effect to any limitation as to "“materiality" ” or "“Material Adverse Effect" ” set forth therein, other than (x) with respect to Section 3.07 and other than 3.06(a) (y) to the extent that such "“materiality" ” or "“Material Adverse Effect" ” qualifier defines the scope of items or matters disclosed in the Disclosure Schedules, or (z) to the extent that the term “material” or a variation thereof is used in any defined terms or the definitions of any defined terms hereunder) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "“materiality" ” or "“Material Adverse Effect" ” set forth therein, therein (other than with respect to Section 3.07 3.06(a) and other than to the extent that such "“materiality" ” or "“Material Adverse Effect" ” qualifier defines the scope of items or matters disclosed in the Disclosure Schedules)) has not had had, and would not have, a Material Adverse Effect; (b) the Company shall will have performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) the Merger and the Transactions Company shall have been approved and this Agreement shall have been adopted by obtained the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this AgreementWritten Stockholder Consent; (d) no judgment, decree or order from any Governmental Entity The Parent Shareholder Approval shall have been obtained; (e) The applicable waiting periods, if any, under the HSR Act will have expired or been terminated; (f) No Order will have been entered which would prevent and no Law will be in effect that prevents or makes illegal the performance of this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, declare declares unlawful the Transactions transactions contemplated by this Agreement or cause causes such Transactions transactions to be rescinded; (eg) There will not have been a Material Adverse Effect since the date of this Agreement there shall not have been any Material Adverse Effecthereof; (fh) the The Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the Company shall will have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company Company, solely in his or her capacity as suchsuch and not in his or her personal capacity, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(aSection 8.01(a) and 7.01(bSection 8.01(b), as they relate to the Company, have been satisfied; (ii) certified copies of resolutions (or a written consent) certificate signed by the Company CEO, solely in his capacity as such and not in his personal capacity, setting forth all Company Transaction Expenses along with final invoices from service providers to the Company in respect of the board Merger and all transactions in connection therewith stating that the amount set forth in such invoice represents payment in full for all such services provided by the service provider to the Company for services performed through the Closing Date; (iii) the Written Stockholder Consent specified in Section 5.07; (iv) a waiver or termination, in a form reasonably satisfactory to Parent, by each of directors the Restricted Stockholders waiving or terminating any rights of first refusal such Restricted Stockholder may have with respect to shares of the Company approving Stock that may apply under any document that the TransactionsCompany is a party to in effect immediately prior to the Closing; and (iiiv) certified copies of resolutions (or a written consent) for duly adopted by the Company Requisite ApprovalCompany’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on received a fully executed Lock-Up Agreement from each Company Stockholder as of immediately prior to the NYSEEffective Time, subject to official notice of issuanceother than any Dissenting Stockholder; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) Parent shall have provided received a fully executed Escrow Agreement from the Stockholder Representative, as of immediately prior to the Effective Time; (k) Parent shall have received a certification fully executed Registration Rights Agreement from each Company Stockholder that satisfies executed as Lock-Up Agreement and that desires to be a party to the requirements Registration Rights Agreement; (l) Parent shall have received Non-Competition and Non-Solicitation Agreements from each of (A) Section 1446(f)(2the Persons set forth on Schedule 8.01(l) of the Code Company Disclosure Letter in favor of and Section 6.01 for the benefit of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) Parent, the Company and each of the Code under Section 6 of Notice 2018other Covered Parties (as defined therein) in substantially the form attached as Exhibit K hereto (each, a “Non-29 or any successor guidanceCompetition Agreement”), duly executed by each such Person and the Company; and (km) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) Parent shall have provided to Parent a fully completed and accurate Investor Questionnaireat least $7,500,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the Offer. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which 8.01 that have not been fully satisfied as of the Closing shall will be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction fulfillment, on the Closing Date, of each of the following conditions (or, if any or all of which may be waived by Parent in whole or in part to the extent permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing Date:): (a) (i) the The Company Fundamental Representations shall be true and correct in all material respects at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) ), and (ii) all other representations and warranties of the Company contained in Article III IV of this Agreement shall be true and correct (without giving effect to any limitation as to "“materiality" ” or "“Material Adverse Effect" ” set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Condition Satisfaction Date as though made at and as of the Closing Condition Satisfaction Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had had, and would not reasonably be expected to have, a Material Adverse Effect; (b) the The Company shall have performed and complied with in all material respects with all of the covenants obligations and agreements required by this Agreement to be performed or complied with by it under this Agreement at on or prior to the ClosingClosing Date; (c) the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the Company shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent; (g) the The Company shall have delivered to Parent each of the following: (i) a an officer’s certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating certifying that the conditions specified set forth in Sections 7.01(aSection 7.1(a) and 7.01(b), as they relate to the Company, Section 7.1(b) have been satisfiedmet; (iid) certified copies No Material Adverse Effect shall have occurred between the date of resolutions this Agreement and the Closing Condition Satisfaction Date; (e) There shall not be in effect any Law or Order by a written consent) Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the board of directors of Merger; (f) The waiting period applicable to the Company approving transactions contemplated by this Agreement under the TransactionsHSR Act shall have expired or have otherwise been terminated; (g) The approvals from Governmental Bodies listed on Schedule 7.1(g) shall have been obtained and be in full force and effect; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, The condition set forth on Schedule 7.1(h) shall have been consummated, including that Xxxxx X. Xxxxxxxxx and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnairesatisfied. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which 7.1 that have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Sub. Parent and Merger Sub may not rely on the failure of any condition set forth in this Section 7.1 if such failure was caused by Parent’s or Merger Sub’s failure to comply with any provision of this Agreement.

Conditions to Parent’s and Merger Sub’s Obligations. The obligations of Parent and Merger Sub to consummate the Transactions transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, or waiver by Parent and Merger Sub in writing) of the following conditions as of the Closing DateClosing: (a) (i) the Company Fundamental Representations shall The representations and warranties set forth in Article IV (other than those representations and warranties that address matters as of particular dates) will be true and correct in all respects at and as of the Closing Date as though then made at and as of though the Closing Date (except to was substituted for the extent expressly made as date of an earlier date, in which case only as of this Agreement throughout such date) representations and warranties and (ii) all other the representations and warranties of the Company contained set forth in Article III IV that address matters as of this Agreement shall particular dates will be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), exceptdates, in the case of this clause (ii)each case, except where the failure of such representations and warranties referenced in the immediately preceding clauses (i) and (ii) to be so true and correct (giving effect to the applicable exceptions set forth would not, individually or in the Disclosure Schedules but without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth thereinaggregate, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) has not had have a Material Adverse Effect; provided, however, that the Fundamental Representations will be true and correct in all respects as of the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement throughout the Fundamental Representations, except for those Fundamental Representations that address matters as of particular dates (in which case such Fundamental Representations will be true and correct in all respects as of such dates), in each case, except where the failure of the Fundamental Representations to be so true and correct would not, in the aggregate, result in Losses in excess of $500,000; provided, further, that, during the ten (10) days following receipt by the Representative of written notice thereof from Parent of the failure of the Fundamental Representations to be so true and correct, the Company shall have the right to cure any such Losses in order to satisfy the condition to Closing set forth in this Section 3.01(a); (b) the The Company shall have has performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) The waiting period or required approval applicable to the Merger and the Transactions shall have been approved and transactions contemplated by this Agreement shall under the HSR Act will have expired or been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreementreceived; (d) no judgment, decree or order from any Governmental Entity shall have No Order has been entered and not withdrawn which would prevent the performance of this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, declare unlawful the Transactions transactions contemplated by this Agreement or cause such Transactions transactions to be rescinded; (e) since Immediately following the date of this Agreement there shall not Agreement, holders of Company Shares sufficient to deliver the Requisite Stockholder Approval will have executed and delivered a written consent in favor of the Merger, a copy of which will have been any Material Adverse Effectprovided to Parent; (f) Since the Company date of this Agreement, no Material Adverse Effect shall have received or obtained the Third Party Consents in a form and substance reasonably acceptable to Parent;occurred; and (g) The Company (or the Company shall Representative) will have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company in his or her capacity as suchCompany, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(asubsections (a) and 7.01(b)(b) above, as they relate to the Company, have been satisfied; (ii) certified copies an affidavit from the Company, under penalties of resolutions (or perjury, stating that the Company is not and has not been a written consent) United States real property holding corporation, dated as of the board of directors of the Company approving the Transactions; andClosing Date and in form and substance required under Treasury Regulation Section 1.897-2(h); (iii) certified copies of the resolutions (or a written consent) for duly adopted by the Company Requisite Approval; (h) Company’s board of directors authorizing the transactions summarized in the Company Unit Transfer Planexecution, attached hereto as Exhibit A, shall have been consummated, including that Xxxxx X. Xxxxxxxxx delivery and his spouse, Xxxxx X. Xxxxxxxxx, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 performance of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Datethis Agreement; and (iiv) evidence of the Parent Common Shares to be issued in termination of the Merger shall have been approved for listing Stockholders Agreement by and among VIA Holdings I, Inc., Xxxxx Xxxxx Fund IX, L.P., Ares Capital Corporation, and each of the Persons listed on the NYSE, subject to official notice Schedule of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor QuestionnaireExecutives attached thereto. If the Closing occurs, all Closing closing conditions set forth in this Section 7.01 3.01 which have not been fully satisfied as of the Closing shall will be deemed to have been waived by Parent and Merger Sub.