Common use of Conditions to the Company’s Obligation Clause in Contracts

Conditions to the Company’s Obligation. The obligation of the Company to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (1) The representations and warranties of CDSS and the Merger Sub set forth in Section 5 will be true and correct in all material respects at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closing; (2) Each of CDSS and the Merger Sub will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case CDSS and, in the case of the Closing of the Merger, the Merger Sub will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, or (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (4) CDSS and its Subsidiaries will not have engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business which results in a Material Adverse Effect; (5) The Merger will have been duly approved by the requisite number of CDSS Stockholders; (6) CDSS will have delivered to the Company a certificate to the effect that each of the conditions specified in Sections 2.B(1)-(5) is satisfied in all respects; (7) CDSS will have delivered to the Company an executed counterpart of the Merger Certificate; (8) CDSS shall have raised at least $1,250,000 in cash in an equity offering and shall have at least such amount in its bank accounts; (9) CDSS will have delivered to Company the resignations, effective as of the Closing, of each director and officer of CDSS and its Subsidiaries. The Company may waive any condition specified in this Section 2.B if it executes a writing so stating at or prior to the Closing.

Conditions to the Company’s Obligation. The Company’s obligation of the Company to consummate the transactions Merger shall be conditioned upon the satisfaction or, other than with respect to the Final Approval Condition (as defined below) which may not be performed waived by it in connection with the Closing is subject to satisfaction Company, waiver by the Company of each of the following conditionsconditions precedent on or before the Effective Time: (1a) The representations Agreement shall be approved by the affirmative vote of a majority of all the votes entitled to be cast by the holders of the outstanding Series B Preferred Stock and warranties of CDSS and the Merger Sub set forth in Section 5 will be true and correct in all material respects at and Series C Preferred Stock as of the Closingrecord date at a shareholders meeting called for such purpose (the “Shareholders’ Meeting”), except each voting as separate classes (the “Shareholders’ Approval”). (b) An amendment to the extent that such representations and warranties are qualified Company Charter in the form attached as Exhibit B hereto (the “Amendment”) shall have been approved by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations affirmative vote of at least 66 2/3% of votes entitled to be cast by the holders of the Series B Preferred Stock and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and Series C Preferred Stock as of the Closing;record date at the Shareholders’ Meeting, voting as a single class. (2c) Each Holders in respect of CDSS no more than 7.5% of the outstanding shares of Preferred Stock (other than shares held by the Company, the Whitehall Parties and their affiliates) shall have delivered to the Company (and not withdrawn), prior to the Shareholders’ Meeting, written notice of their intent to demand payment if the Merger Sub will or the Amendment is effectuated, pursuant to Section 00-00-000 of the TBCA; provided, however, if as of the Shareholders’ Meeting this condition shall not then be satisfied, this condition shall nonetheless be deemed satisfied if, within ten business days following the Shareholders’ Meeting, holders of Preferred Stock have performed and complied taken actions with all the effect of its covenants hereunder in all material respects through irrevocably causing holders with fewer than 7.5% of the Closing, except to the extent that such covenants are qualified outstanding shares of Preferred Stock (other than shares held by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case CDSS andCompany, the Whitehall Parties and their affiliates) in the case aggregate to be eligible to exercise dissenters’ rights pursuant to Chapter 23, Title 48 of the Closing TBCA. (d) The Stipulation shall have been finally approved by the District Court for the Western District of Tennessee, and a final order and judgment that is no longer appealable with respect thereto shall have been entered (the “Final Approval Condition”). (e) No Law or order, whether temporary, preliminary or permanent, shall have been enacted, issued, entered, promulgated or enforced by any Governmental Entity having jurisdiction over the parties which shall be in effect making illegal, enjoining, prohibiting or otherwise preventing the consummation of the Merger, Merger or the Merger Sub will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, or (b) cause any of the other transactions contemplated by this Agreement to be rescinded following consummation; (4) CDSS and its Subsidiaries will not have engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business which results in a Material Adverse Effect; (5) The Merger will have been duly approved by the requisite number of CDSS Stockholders; (6) CDSS will have delivered to the Company a certificate to the effect that each of the conditions specified in Sections 2.B(1)-(5) is satisfied in all respects; (7) CDSS will have delivered to the Company an executed counterpart of the Merger Certificate; (8) CDSS shall have raised at least $1,250,000 in cash in an equity offering and shall have at least such amount in its bank accounts; (9) CDSS will have delivered to Company the resignations, effective as of the Closing, of each director and officer of CDSS and its Subsidiaries. The Company may waive any condition specified in this Section 2.B if it executes a writing so stating at or prior to the ClosingStipulation.

Conditions to the Company’s Obligation. The obligation of the Company to consummate the transactions to be performed by it in connection with the Closing Acquisition is subject to the satisfaction of each of the following conditions: (1a) All waivers, consents, authorizations, orders, approvals or expiration of waiting periods required under any Law or Contract to be obtained by the Company in order to consummate the Acquisition shall have been obtained, except where the failure to have obtained any such waiver, consent, authorization, order or approval would not have a Company Material Adverse Effect. (b) The representations and warranties of CDSS and the Merger Sub Buyer set forth in Section 5 will be true and correct in all material respects at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will herein shall be true and correct in all respects at as of the date hereof, and as of the Closing; time the Acquisition is consummated, other than, in all such cases, such failures to be true and/or correct as would not in the aggregate reasonably be expected to have a Buyer Material Adverse Effect; PROVIDED, HOWEVER, that if any of the representations and warranties are already qualified in any respect by materiality or as to a Buyer Material Adverse Effect, for purposes of this Section 10(b) such materiality or Buyer Material Adverse Effect qualification will be in all respects ignored (2) Each of CDSS but subject to the overall standard as to Buyer Material Adverse Effect set forth immediately prior to this proviso), and the Merger Sub will Buyer shall have performed and complied with all of its covenants hereunder in all material respects through with all covenants and agreements set forth herein to be performed by it. (c) No injunction, restraining order or other order of any federal or state court which prevents the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case CDSS and, in the case consummation of the Closing Acquisition shall be in effect. (d) No statute, rule or regulation shall have been enacted by any state or governmental agency that would prevent the consummation of the Merger, the Merger Sub will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing;Acquisition. (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, or (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (4) CDSS and its Subsidiaries will not have engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business which results in a Material Adverse Effect; (5e) The Merger will Stockholder Approval shall have been duly approved by the requisite number of CDSS Stockholders; (6) CDSS will have delivered to the Company a certificate to the effect that each of the conditions specified in Sections 2.B(1)-(5) is satisfied in all respects; (7) CDSS will have delivered to the Company an executed counterpart of the Merger Certificate; (8) CDSS shall have raised at least $1,250,000 in cash in an equity offering and shall have at least such amount in its bank accounts; (9) CDSS will have delivered to Company the resignations, effective as of the Closing, of each director and officer of CDSS and its Subsidiaries. The Company may waive any condition specified in this Section 2.B if it executes a writing so stating at or prior to the Closingobtained.

Conditions to the Company’s Obligation. The obligation of the Company to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions: (1a) The the representations and warranties of CDSS and the Merger Sub set forth in Section 5 will 4 above shall be true and correct at and as of the Closing in all material respects at and as of the ClosingClosing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material,” will ”) shall be true and correct in all respects at and as of the ClosingClosing Date; (2b) Each of CDSS and the Merger Sub will Parent shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case CDSS and, in the case of the Closing of the Merger, the Merger Sub will The Company shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material,” ”) in all respects through the Closing; (3c) There will not no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree decree, ruling, or injunction in effect that charge would (ai) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummationconsummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (4d) CDSS and its Subsidiaries will not have engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business which results in a Material Adverse Effect; (5) The Merger will have been duly approved by the requisite number of CDSS Stockholders; (6) CDSS will Parent shall have delivered to the Company a certificate to the effect that each of the conditions specified above in Sections 2.B(1)-(5Section 7.2(a)-(c) is satisfied in all respects; (7e) CDSS will have delivered to the Company an executed counterpart shall have procured all of the Merger Certificatethird-party consents specified in Section 3.3 above; (8) CDSS f) the Parties and the Company shall have raised at least $1,250,000 received all other authorizations, consents, and approvals of governments and governmental agencies referred to in cash in an equity offering and shall have at least such amount in its bank accountsSection 3.3 above; (9g) CDSS will have delivered all actions to Company the resignations, effective as be taken by Parent in connection with consummation of the Closingtransactions contemplated hereby and all certificates, of each director opinions, instruments, and officer of CDSS other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and its Subsidiaries. The substance to the Company; (h) the Company may waive any condition specified in this Section 2.B 7.2 if it executes a writing so stating at or prior to the Closing; (i) the Company Members shall have received from counsel to the Parent, an opinion, dated the Closing Date, in a form reasonably acceptable to the Company Members; (j) Within ten (10) days of the date of this Agreement, the Company’s Class A Members shall have approved this Agreement and the transactions contemplated hereby by the requisite vote.

Conditions to the Company’s Obligation. The Company’s obligation of to issue and sell the Company Firm E-1 Shares and Firm E-2 Shares shall be subject to consummate the transactions to be performed by it in connection with satisfaction, at or before the Closing is subject to satisfaction Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: (1i) The receipt of Shareholder Approval; (ii) receipt by the Company of the E-1 Net Cash and 50% of the Series E-2 Purchase Amount; (iii) receipt or possession by the Escrow Agent of the E-1 Escrow Amount and 50% of the Series E-2 Purchase Amount; (iv) the representations and warranties of CDSS the Purchaser in this Agreement shall be true, correct and complete as of the date of this Agreement and the Merger Sub set forth in Section 5 will First Closing Date (except for representations and warranties that speak as of a specific date, which shall be true true, correct and correct complete as of such date) and the Purchaser shall have performed, satisfied and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing and as receipt of a certificate, dated the Closing Date, executed by the President and Chief Financial Officer of the Closing, except Purchaser certifying as to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closingsuch; (2v) Each no temporary restraining order, preliminary or permanent injunction or other order or decree, and no other legal restraint or prohibition shall exist which questions the validity of CDSS and any of the Merger Sub will have performed and complied with all Transaction Documents or the right of its covenants hereunder in all material respects through the ClosingCompany or the Purchaser, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case CDSS and, in the case may be, to enter into any Transaction Document to which any of them is a party or prevents or arguably prevents the Closing of the Merger, the Merger Sub will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, nor shall any proceeding have been commenced or (b) cause any threatened with respect to the foregoing and receipt of a certificate, dated the Closing Date, executed by the President and Chief Financial Officer of the transactions contemplated by this Agreement Purchaser certifying to be rescinded following consummationtheir knowledge as to such; (4vi) CDSS receipt of the Escrow Agreement, duly executed by the Purchaser and its Subsidiaries will not have engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business which results in a Material Adverse Effect;Escrow Agent; and (5vii) The Merger will have been duly approved by the requisite number receipt of CDSS Stockholders; (6) CDSS will have delivered to such other information, certificates and documents as the Company a certificate to the effect that each of the conditions specified in Sections 2.B(1)-(5) is satisfied in all respects; (7) CDSS will have delivered to the Company an executed counterpart of the Merger Certificate; (8) CDSS shall have raised at least $1,250,000 in cash in an equity offering and shall have at least such amount in its bank accounts; (9) CDSS will have delivered to Company the resignations, effective as of the Closing, of each director and officer of CDSS and its Subsidiaries. The Company may waive any condition specified in this Section 2.B if it executes a writing so stating at or prior to the Closingreasonably request.

Conditions to the Company’s Obligation. The obligation of the Company to consummate the transactions Transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (1i) The the representations and warranties of CDSS and the Merger Sub set forth in Section 5 will 4 above shall be true and correct in all material respects at and as of the ClosingClosing Date, except with respect to the extent any representations and warranties that are made as of a particular date, such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will shall be true and correct in all material respects at and as of the Closingsuch date; (2ii) Each each of CDSS Parent and the Merger Sub will shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case CDSS and, in the case of the Closing of the Merger, the Merger Sub will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the ClosingDate; (3iii) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation each of any of the transactions contemplated by this Agreement, or (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (4) CDSS Parent and its Subsidiaries will not have engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business which results in a Material Adverse Effect; (5) The Merger will have been duly approved by the requisite number of CDSS Stockholders; (6) CDSS will Sub shall have delivered to the Company a certificate to the effect that each of the conditions specified above in Sections 2.B(1)-(5Section 6(b)(i) is satisfied in all respectsand Section 6(b)(ii) have been satisfied; (7iv) CDSS will have delivered to the Company an executed counterpart there shall not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the Merger CertificateTransactions; (8) CDSS v) the Parties shall have raised at least $1,250,000 received all authorizations, consents, and approvals of governments and governmental agencies referred to in cash in an equity offering Section 3(c) and shall have at least such amount in its bank accountsSection 4(c) above; (9vi) CDSS will five (5) Business Days shall have elapsed after the FCC releases public notice of the FCC Grant and no objections shall have been filed by any third party during the public comment period; (vii) the Parent and Merger Sub shall have delivered to Company the resignations, effective as copies of the Escrow Agreement, the Registration Rights Agreement and any other Transaction Documents to which the Parent and Merger Sub are parties that are to be entered into at Closing, duly executed by the Parent and Merger Sub, as applicable; (viii) the Closing Per Share Price shall not be equal to or less than 50% of each director and officer of CDSS and its Subsidiariesthe Execution Per Share Price; and (ix) the Parent shall have sufficient funds to pay the Merger Consideration payable at the Closing in accordance with this Agreement. The Company may waive any condition specified in this Section 2.B 6(b) if it executes a writing so stating at or prior to the Closing.

Conditions to the Company’s Obligation. The obligation of the Company to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction (or waiver) of the following conditionsconditions as of the Closing: (1a) The representations and warranties of CDSS made by Contributor and the Merger Sub set forth Parent in Section 5 will this Agreement and in any certificate delivered by Contributor pursuant hereto shall be true and correct in all material respects at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closingdate hereof; (2b) Each of CDSS Contributor and the Merger Sub will Parent shall have performed and complied with all of its covenants hereunder in all material respects through with the Closing, except obligations and covenants required by this Agreement to be performed or complied with by Contributor and Parent on or prior to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case CDSS and, in the case of the Closing of the Merger, the Merger Sub will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the ClosingDate; (3c) There will Contributor shall have obtained releases of all Liens of whatever nature relating to the LLC 2 Acquired Assets and the Company Acquired Assets (other than the Permitted Liens); (d) Since the date of this Agreement, there shall have been no material adverse effect on the financial condition, operating results, assets or operations of the Business, taken as a whole (a “Material Adverse Effect”); (e) The Working Capital as set forth in the statement of estimated Working Capital delivered pursuant to Section 3.3(b)(i) shall not be any judgmentless than $40,000,000.00 (the “Target Working Capital”) (it being understood that the Working Capital shall be increased by the amount of cash or cash equivalents that Contributor elects, in its sole discretion, to contribute to LLC 2 in excess of the amount set forth in Section 2.1(a)(i)); and (f) No suit, action or other proceeding, or injunction, order, decree or injunction judgment relating thereto, shall be threatened or pending before any court or governmental or regulatory official, body or authority in effect which it is sought to restrain or prohibit or to obtain damages or other relief that would (a) prevent consummation of any of be material to the Business taken as a whole or the Company in connection with the transactions contemplated by this Agreementhereby, or (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (4) CDSS and its Subsidiaries will not that could have engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business which results in a Material Adverse Effect; (5) The Merger will have been duly approved by Effect or materially adversely affect the requisite number right of CDSS Stockholders; (6) CDSS will have delivered to the Company a certificate or its Affiliates to own or operate the effect that each of the conditions specified in Sections 2.B(1)-(5) is satisfied in all respects; (7) CDSS will have delivered to LLC 2 Acquired Assets or the Company Acquired Assets taken as a whole (but excluding for these purposes any suit, action or proceeding which would be an executed counterpart of the Merger Certificate; (8) CDSS shall have raised at least $1,250,000 in cash in an equity offering and shall have at least such amount in its bank accounts; (9) CDSS will have delivered to Company the resignations, effective as of the Closing, of each director and officer of CDSS and its Subsidiaries. The Company may waive any condition specified in this Section 2.B if it executes a writing so stating at or prior to the ClosingExcluded Liability).

Conditions to the Company’s Obligation. The obligation of the Company to consummate deliver its Class A Common to the transactions Rollover Investors in exchange for the Xxxxxxxx Shares and to be performed by it in connection with sell and issue its Class A Common to CIVC, the Closing Co-Investors and the Xxxxxxxx Investors is subject to the satisfaction (or waiver by the Company) as of the Closing of the following conditions: (1i) The representations and warranties of CDSS CIVC, the Co-Investors and the Merger Sub set forth Rollover Investors (other than the Xxxxxxxx Investors) made in Section 5 will this Agreement shall be true and correct on and as of the Closing Date, as though made on and as of the Closing Date (except those representations and warranties that address matters only as of a particular date which shall be true and correct as of that date) except for (A) changes contemplated by this Agreement or attributable to matters disclosed by CIVC, the Co-Investors or the Rollover Investors (other than the Xxxxxxxx Investors), respectively, in the Schedules hereto, and (B) breaches or inaccuracies of representations or warranties that are not, individually or in the aggregate, material and (ii) CIVC, the Co-Investors and the Rollover Investors (other than the Xxxxxxxx Investors) each shall have performed in all material respects at their respective covenants contained in this Agreement required to be performed by the time of the Closing. For purposes of clause (i) of this Section 3.2(a), such representations and as warranties shall be interpreted without regard to any knowledge or materiality qualifications contained therein. (b) As of the Closing, except to the extent that such representations offering, purchase and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as sale of the Closing;Class A Common and the issuance of the Class A Common in exchange for cash and the Xxxxxxxx Shares hereunder shall not be prohibited by, or violate, any applicable law or governmental rule or regulation and shall not subject the Company or Xxxxxxxx Ltd. to any material penalty, liability, noncompliance or other onerous condition or impact under any applicable law or governmental rule or regulation. (2c) Each of CDSS All third party and governmental consents, approvals and filings required to be made or obtained by any party hereto other than the Merger Sub will have performed and complied Company, Xxxxxxxx Ltd. or the Xxxxxxxx Investors in connection with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case CDSS and, in the case of the Closing of the Merger, the Merger Sub will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated hereunder (including, without limitation, all blue sky law filings and waivers of all preemptive rights and rights of first refusal) shall have been made and obtained. (d) The Company shall have received certificates representing the Xxxxxxxx Shares held by this each Stockholder (other than any Xxxxxxxx Investor) that are being contributed to the Company in the Investor Rollover, duly endorsed in blank or accompanied by a duly executed stock power or other appropriate transfer instrument. (e) The Company shall have received the purchase price (in immediately available funds) for the Class A Common to be issued in the Class A Common Investment (other than the purchase price to be paid by any Xxxxxxxx Investor). (f) CIVC, the Co-Investors and the Rollover Investors (other than the Xxxxxxxx Investors) shall have entered into a stockholders agreement with the Company substantially in the form attached hereto as Exhibit D (the "Stockholders Agreement, or "). (bg) cause any of CIVC and the Co-Investors shall have entered into the Class L Purchase Agreement and the transactions contemplated by this Agreement to be rescinded following consummation; (4) CDSS and its Subsidiaries will not have engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business which results in a Material Adverse Effect; (5) The Merger will thereby shall have been duly approved by the requisite number of CDSS Stockholders; (6) CDSS will have delivered to the Company a certificate to the effect that each of the conditions specified in Sections 2.B(1)-(5) is satisfied in all respects; (7) CDSS will have delivered to the Company an executed counterpart of the Merger Certificate; (8) CDSS consummated or shall have raised at least $1,250,000 in cash in an equity offering and shall have at least such amount in its bank accounts; (9) CDSS will have delivered to Company the resignations, effective as of the Closing, of each director and officer of CDSS and its Subsidiaries. The Company may waive any condition specified in this Section 2.B if it executes a writing so stating at or prior to be consummated simultaneously with the Closing.

Conditions to the Company’s Obligation. The Company’s obligation of to issue and sell the Company Preferred Stock underlying the Options shall be subject to consummate the transactions to be performed by it in connection with satisfaction, at or before the Closing is subject to satisfaction Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: (1i) The receipt by the Company of 50% of the Option Purchase Amount; (ii) receipt or possession by the Escrow Agent of 50% of the Option Purchase Amount; (iii) the representations and warranties of CDSS the Purchaser in this Agreement shall be true, correct and complete as of the date of this Agreement and the Merger Sub set forth in Section 5 will Option Closing Date (except for representations and warranties that speak as of a specific date, which shall be true true, correct and correct complete as of such date) and the Purchaser shall have performed, satisfied and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Option Closing and as receipt of a certificate, dated the Option Closing Date, executed by the President and Chief Financial Officer of the Closing, except Purchaser certifying as to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closingsuch; (2iv) Each no temporary restraining order, preliminary or permanent injunction or other order or decree, and no other legal restraint or prohibition shall exist which questions the validity of CDSS and any of the Merger Sub will have performed and complied with all Transaction Documents or the right of its covenants hereunder in all material respects through the ClosingCompany or the Purchaser, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case CDSS and, in the case may be, to enter into any Transaction Document to which any of them is a party or prevents or arguably prevents the Closing of the Merger, the Merger Sub will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, nor shall any proceeding have been commenced or (b) cause any threatened with respect to the foregoing and receipt of a certificate, dated the Closing Date, executed by the President and Chief Financial Officer of the transactions contemplated by this Agreement Purchaser certifying to be rescinded following consummationtheir knowledge as to such; (4v) CDSS receipt of such other information, certificates and its Subsidiaries will not have engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business which results in a Material Adverse Effect; (5) The Merger will have been duly approved by the requisite number of CDSS Stockholders; (6) CDSS will have delivered to documents as the Company a certificate to the effect that each of the conditions specified in Sections 2.B(1)-(5) is satisfied in all respects; (7) CDSS will have delivered to the Company an executed counterpart of the Merger Certificate; (8) CDSS shall have raised at least $1,250,000 in cash in an equity offering and shall have at least such amount in its bank accounts; (9) CDSS will have delivered to Company the resignations, effective as of the Closing, of each director and officer of CDSS and its Subsidiaries. The Company may waive any condition specified in this Section 2.B if it executes a writing so stating at or prior to the Closingreasonably request.

Conditions to the Company’s Obligation. The Company’s obligation of to issue and sell the Company Convertible Note and the Warrant shall be subject to consummate the transactions to be performed by it in connection with satisfaction, at or before the Closing is subject to satisfaction Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: (1i) The receipt of Shareholder Approval, provided that if shareholder approval of the amendment of the Company’s articles of organization to increase the number of authorized shares of Common Stock to 210,000,000 shares is not received, the Reverse Stock Split has been effected; (ii) receipt of the Purchase Price; (iii) the representations and warranties of CDSS the Purchaser in this Agreement shall be true, correct and complete as of the date of this Agreement and the Merger Sub set forth in Section 5 will Closing Date (except for representations and warranties that speak as of a specific date, which shall be true true, correct and correct complete as of such date) and the Purchaser shall have performed, satisfied and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing and as receipt of a certificate, dated the Closing Date, executed by the President and Chief Financial Officer of the Closing, except Purchaser certifying as to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closingsuch; (2iv) Each no temporary restraining order, preliminary or permanent injunction or other order or decree, and no other legal restraint or prohibition shall exist which questions the validity of CDSS and this Agreement, the Merger Sub will have performed and complied with all Convertible Note, the Warrant or the Security Agreement (collectively, the “Transaction Documents”) or the right of its covenants hereunder in all material respects through the ClosingCompany or the Purchaser, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case CDSS and, in the case may be, to enter into any Transaction Document to which any of them is a party or prevents or arguably prevents the Closing of the Merger, the Merger Sub will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, nor shall any proceeding have been commenced or (b) cause any threatened with respect to the foregoing and receipt of a certificate, dated the Closing Date, executed by the President and Chief Financial Officer of the transactions contemplated by this Agreement Purchaser certifying to be rescinded following consummation;their knowledge as to such; and (4v) CDSS receipt of such other information, certificates and its Subsidiaries will not have engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business which results in a Material Adverse Effect; (5) The Merger will have been duly approved by the requisite number of CDSS Stockholders; (6) CDSS will have delivered to documents as the Company a certificate to the effect that each of the conditions specified in Sections 2.B(1)-(5) is satisfied in all respects; (7) CDSS will have delivered to the Company an executed counterpart of the Merger Certificate; (8) CDSS shall have raised at least $1,250,000 in cash in an equity offering and shall have at least such amount in its bank accounts; (9) CDSS will have delivered to Company the resignations, effective as of the Closing, of each director and officer of CDSS and its Subsidiaries. The Company may waive any condition specified in this Section 2.B if it executes a writing so stating at or prior to the Closingreasonably request.